<PAGE>
                                                                     Exhibit 4.1

                                                                  EXECUTION COPY


                     GE FINANCIAL ASSURANCE HOLDINGS, INC.



                       THE CHASE MANHATTAN BANK, Trustee



                                   Indenture



                           Dated as of June 26, 2001
<PAGE>

                             TABLE OF CONTENTS/1//
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ARTICLE ONE DEFINITIONS.........................................................................   1

     Section 1.01.     Definitions..............................................................   1

ARTICLE TWO DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES.....................   5

     Section 2.01.     Forms....................................................................   5
     Section 2.02.     Amount Unlimited; Issuable in Series.....................................   5
     Section 2.03.     Authentication...........................................................   7
     Section 2.04.     Date and Denomination of Securities......................................   8
     Section 2.05.     Execution of Securities..................................................   9
     Section 2.06.     Exchange and Registration of Transfer of Securities......................   9
     Section 2.07.     Mutilated, Destroyed, Lost or Stolen Securities..........................  11
     Section 2.08.     Temporary Securities.....................................................  11
     Section 2.09.     Cancellation of Securities Paid, etc.....................................  12
     Section 2.10.     Computation of Interest..................................................  12

ARTICLE THREE REDEMPTION OF SECURITIES; SINKING FUNDS...........................................  12

     Section 3.01.     Applicability of Article.................................................  12
     Section 3.02.     Notice of Redemption; Selection of Securities............................  12
     Section 3.03.     Payment of Securities Called for Redemption..............................  13
     Section 3.04.     Satisfaction of Mandatory Sinking Fund Payments with Securities..........  14
     Section 3.05.     Redemption of Securities for Sinking Fund................................  14
     Section 3.06.     Repayment at the Option of the Holder....................................  15

ARTICLE FOUR PARTICULAR COVENANTS OF THE COMPANY................................................  16

     Section 4.01.     Payment of Principal, Premium and Interest...............................  16
     Section 4.02.     Offices for Notices and Payments, etc....................................  16
     Section 4.03.     Appointments to Fill Vacancies in Trustee's Office.......................  16
     Section 4.04.     Provision as to Paying Agent.............................................  16
     Section 4.05.     Statement as to Compliance...............................................  17
     Section 4.06.     Additional Amounts.......................................................  18

ARTICLE FIVE SECURITYHOLDER LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE....................  18

     Section 5.01.     Securityholder Lists.....................................................  18
     Section 5.02.     Reports by the Company...................................................  19
     Section 5.03.     Reports by the Trustee...................................................  19
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____________________

/1// This table of contents shall not, for any purpose, be deemed to be a part
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     of this Indenture.
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ARTICLE SIX REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT.......................  19

     Section 6.01.     Events of Default..........................................................  19
     Section 6.02.     Payment of Securities on Default; Suit Therefor............................  21
     Section 6.03.     Application of Moneys Collected by Trustee.................................  23
     Section 6.04.     Proceedings by Securityholders.............................................  24
     Section 6.05.     Proceedings by Trustee.....................................................  24
     Section 6.06.     Remedies Cumulative and Continuing.........................................  25
     Section 6.07.     Direction of Proceedings and Waiver of Defaults by Securityholders.........  25
     Section 6.08.     Notice of Defaults.........................................................  25
     Section 6.09.     Undertaking to Pay Costs...................................................  26

ARTICLE SEVEN CONCERNING THE TRUSTEE..............................................................  26

     Section 7.01.     Duties and Responsibilities of Trustee.....................................  26
     Section 7.02.     Reliance on Documents, Opinions, etc.......................................  27
     Section 7.03.     No Responsibility for Recitals, etc........................................  28
     Section 7.04.     Ownership of Securities....................................................  28
     Section 7.05.     Moneys to be Held in Trust.................................................  28
     Section 7.06.     Compensation and Expenses of Trustee.......................................  29
     Section 7.07.     Officers' Certificate as Evidence..........................................  29
     Section 7.08.     Indentures Not Creating Potential Conflicting Interests for the Trustee....  29
     Section 7.09.     Eligibility of Trustee.....................................................  29
     Section 7.10.     Resignation or Removal of Trustee..........................................  30
     Section 7.11.     Acceptance by Successor Trustee............................................  31
     Section 7.12.     Succession by Merger, etc..................................................  32
     Section 7.13.     Other Matters Concerning the Trustee.......................................  32
     Section 7.14.     Appointment of Authenticating Agent........................................  32

ARTICLE EIGHT CONCERNING THE SECURITYHOLDERS......................................................  35

     Section 8.01.     Action by Securityholders..................................................  35
     Section 8.02.     Proof of Execution by Securityholders......................................  35
     Section 8.03.     Who Are Deemed Absolute Owners.............................................  35
     Section 8.04.     Company-Owned Securities Disregarded.......................................  36
     Section 8.05.     Revocation of Consents; Future Holders Bound...............................  36

ARTICLE NINE SECURITYHOLDERS' MEETINGS............................................................  36

     Section 9.01.     Purposes of Meetings.......................................................  36
     Section 9.02.     Call of Meetings by Trustee................................................  37
     Section 9.03.     Call of Meetings by Company or Securityholders.............................  37
     Section 9.04.     Qualifications for Voting..................................................  37
     Section 9.05.     Quorum; Adjourned Meetings.................................................  37
     Section 9.06.     Regulations................................................................  38
     Section 9.07.     Voting.....................................................................  39
     Section 9.08.     No Delay of Rights by Meeting..............................................  39
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ARTICLE TEN SUPPLEMENTAL INDENTURES.................................................................   39

     Section 10.01.    Supplemental Indentures without Consent of Securityholders...................   39
     Section 10.02.    Supplemental Indentures with Consent of Securityholders......................   40
     Section 10.03.    Compliance with Trust Indenture Act; Effect of Supplemental Indentures.......   41
     Section 10.04.    Notation on Securities.......................................................   42
     Section 10.05.    Evidence of Compliance of Supplemental Indenture to be Furnished Trustee.....   42

ARTICLE ELEVEN CONSOLIDATION, MERGER, SALE OR CONVEYANCE............................................   42

     Section 11.01.    Company May Not Consolidate, etc., Except Under Certain Conditions...........   42
     Section 11.02.    Successor Corporation or Limited Liability Company to be Substituted.........   42
     Section 11.03.    Documents to be Given Trustee................................................   43

ARTICLE TWELVE SATISFACTION AND DISCHARGE OF INDENTURE..............................................   43

     Section 12.01.    Discharge of Indenture.......................................................   43
     Section 12.02.    Legal Defeasance.............................................................   44
     Section 12.03.    Covenant Defeasance..........................................................   45
     Section 12.04.    Deposited Moneys to be Held in Trust by Trustee; Miscellaneous Provisions....   45
     Section 12.05.    Paying Agent to Repay Moneys Held............................................   46
     Section 12.06.    Return of Unclaimed Moneys...................................................   46
     Section 12.07.    Reinstatement................................................................   46

ARTICLE THIRTEEN IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS....................   46

     Section 13.01.    Indenture and Securities Solely Corporate Obligations........................   46

ARTICLE FOURTEEN MISCELLANEOUS PROVISIONS...........................................................   47

     Section 14.01.    Provisions Binding on Company's Successors...................................   47
     Section 14.02.    Official Acts by Successor Corporation.......................................   47
     Section 14.03.    Addresses for Notices, Notice of Holders, Waiver.............................   47
     Section 14.04.    New York Contract............................................................   47
     Section 14.05.    Evidence of Compliance with Conditions Precedent.............................   47
     Section 14.06.    Legal Holidays...............................................................   48
     Section 14.07.    Securities in a Specified Currency other than Dollars........................   48
     Section 14.08.    Trust Indenture Act to Control...............................................   49
     Section 14.09.    Table of Contents, Headings, etc.............................................   49
     Section 14.10.    Execution in Counterparts....................................................   49
     Section 14.11.    Separability; Benefits.......................................................   49
</TABLE>
<PAGE>

     THIS INDENTURE, dated as of June 26, 2001 between GE Financial Assurance
Holdings, Inc., a Delaware corporation (the "Company"), and The Chase Manhattan
Bank, a banking corporation duly organized and existing under the laws of the
State of New York (the "Trustee"),

                             W I T N E S S E T H:

     WHEREAS, the Company has duly authorized the issue from time to time of its
unsecured debentures, notes or other evidences of indebtedness to be issued in
one or more series (the "Securities") up to such principal amount or amounts as
may from time to time be authorized in accordance with the terms of this
Indenture and to provide, among other things, for the authentication, delivery
and administration thereof, the Company has duly authorized the execution and
delivery of this Indenture; and

     WHEREAS, all things necessary to make this Indenture a valid indenture and
agreement according to its terms have been done;

     NOW, THEREFORE:

     In consideration of the premises and the purchases of the Securities by the
holders thereof, the Company and the Trustee mutually covenant and agree for the
equal and proportionate benefit of the respective holders from time to time of
the Securities as follows:

                                  ARTICLE ONE

                                  DEFINITIONS

     Section 1.01.  Definitions. The terms defined in this Section 1.01 (except
                    -----------
as herein otherwise expressly provided or unless the context otherwise requires)
for all purposes of this Indenture shall have the respective meanings specified
in this Section 1.01. All other terms used in this Indenture which are defined
in the Trust Indenture Act of 1939, as amended, or which are by reference
therein defined in the Securities Act of 1933, as amended (except as herein
otherwise expressly provided or unless the context otherwise requires), shall
have the meanings assigned to such terms in said Trust Indenture Act and in said
Securities Act as in force at the date of this Indenture as originally executed.
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.

Authenticating Agent:
--------------------

     The term "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 7.14 to act on behalf of the Trustee to authenticate
Securities.

Board of Directors:
------------------

     The term "Board of Directors" shall mean the Board of Directors of the
Company or any Committee of such Board or specified officers and employees of
the Company to which the powers of such Board have been lawfully delegated.
<PAGE>

                                                                               2



Company:
-------

     The term "Company" shall mean GE Financial Assurance Holdings, Inc., a
Delaware corporation, until any successor corporation or limited liability
company shall have become such pursuant to the provisions of Article Eleven, and
thereafter "Company" shall mean such successor, except as otherwise provided in
Section 11.02.

Dollar:
------

     The term "Dollar" shall mean the coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public and
private debts.

Event of Default:
----------------

     The term "Event of Default" shall have the meaning specified in Section
6.01.

Indenture:
---------

     The term "Indenture" shall mean this instrument as originally executed or
as it may be amended or supplemented from time to time as herein provided, and
shall include the form and terms of particular series of Securities established
as contemplated hereunder.

Interest:
--------

     The term "interest," when used with respect to a non-interest bearing
Security, means interest payable after the principal thereof has become due and
payable whether at maturity, by declaration of acceleration, by call for
redemption, pursuant to a sinking fund, or otherwise.

Officers' Certificate:
---------------------

     The term "Officers' Certificate" shall mean a certificate signed by the
President, the Chairman or any Vice Chairman of the Board or any Vice President
and by the Treasurer or any Assistant Treasurer, the Comptroller or the
Secretary or any Assistant Secretary of the Company and delivered to the
Trustee.  Each such certificate shall comply with Section 314 of the Trust
Indenture Act of 1939 and include the statements provided for in Section 14.05
if and to the extent required by the provisions of such Section.

Opinion of Counsel:
------------------

     The term "Opinion of Counsel" shall mean an opinion in writing signed by
legal counsel, who may be an employee of or of counsel to the Company, or may be
other counsel satisfactory to the Trustee.  Each such opinion shall comply with
Section 314 of the Trust Indenture Act of 1939 and include the statements
provided for in Section 14.05 if and to the extent required by the provisions of
such Section.

Original Issue Discount Security:
--------------------------------

     The term "Original Issue Discount Security" shall mean any Security which
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the maturity thereof pursuant to
Section 6.01.
<PAGE>

                                                                               3


Overdue Rate:
------------

     The term "Overdue Rate" with respect to each series of Securities shall
mean the rate of interest designated as such in the resolution of the Board of
Directors or the supplemental indenture, as the case may be, relating to such
series as contemplated by Section 2.02, or if no such rate is specified, the
rate at which such Securities shall bear interest.

Person:
------

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

Principal Office of the Trustee:
-------------------------------

     The term "principal office of the Trustee," or other similar term, shall
mean the office of the Trustee at which at any particular time its corporate
trust business shall be principally administered.

Responsible Officer:
-------------------

     The term "Responsible Officer" when used with respect to the Trustee shall
mean the chairman or any vice chairman of the board of directors, the chairman
or any vice chairman of the executive committee of the board of directors, the
president, any executive vice president, any senior vice president, any vice
president, any second vice president, any assistant vice president, the cashier,
any assistant cashier, the secretary, any assistant secretary, the treasurer,
any assistant treasurer, any trust officer, any assistant trust officer, or any
other officer or assistant officer of the Trustee customarily performing
functions similar to those performed by the persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred
because of his knowledge of and familiarity with the particular subject.

Security or Securities; Outstanding:
-----------------------------------

     The terms "Security" or "Securities" shall mean any Security or Securities,
as the case may be, authenticated and delivered under this Indenture.

     The term "Outstanding," when used with reference to Securities, shall,
subject to the provisions of Section 8.04, mean, as of any particular time, all
Securities authenticated and delivered by the Trustee under this Indenture,
except

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

     (b) Securities, or portions thereof, for the payment or redemption of which
  moneys in the necessary amount shall have been deposited in trust with the
  Trustee or with any paying agent (other than the Company) or shall have been
  set aside and segregated in trust by the Company (if the Company shall act as
  its own paying agent), provided that if such Securities are to be redeemed
  prior to the maturity thereof, notice of such redemption shall have been
  mailed as in Article Three provided, or provision satisfactory to the Trustee
  shall have been made for mailing such notice;
<PAGE>

                                                                               4

     (c) Securities as to which defeasance has been effected pursuant to section
  12.02; and

     (d) Securities in lieu of or in substitution for which other Securities
  shall have been authenticated and delivered, or which shall have been paid,
  pursuant to the terms of Section 2.07, unless proof satisfactory to the
  Trustee is presented that any such Securities are held by persons in whose
  hands any of such Securities is a valid, binding and legal obligation of the
  Company.

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

Securityholder:
--------------

     The term "Securityholder," "holder of Securities," or other similar terms,
shall mean any person in whose name at the time a particular Security is
registered on the books of the Company kept for that purpose in accordance with
the terms hereof.

Specified Currency:
------------------

     The term "Specified Currency" shall mean the currency in which a Security
is denominated, which may include Dollars, any foreign currency or any composite
of two or more currencies.

Trust Indenture Act of 1939:
---------------------------

     The term "Trust Indenture Act of 1939" shall mean the Trust Indenture Act
of 1939 as it was in force at the date of execution of this Indenture, except as
provided in Section 10.03.

Trustee:
-------

     The term "Trustee" shall mean the corporation or association named as
Trustee in this Indenture and, subject to the provisions of Article Seven
hereof, shall also include its successors and assigns as Trustee hereunder.  If
pursuant to the provisions of this Indenture there shall be at any time more
than one Trustee hereunder, the term "Trustee" as used with respect to
Securities of any series shall mean the Trustee with respect to Securities of
that series.

U.S. Government Obligations:
----------------------------

     The term "U.S. Government Obligations" shall have the meaning specified in
Section 12.02.
<PAGE>

                                                                               5

                                  ARTICLE TWO

                   DESCRIPTION, EXECUTION, REGISTRATION AND
                            EXCHANGE OF SECURITIES.

     Section 2.01.  Forms. (a) The Securities of each series shall be in
                    -----
substantially such form as shall be established by or pursuant to a resolution
of the Board of Directors or in one or more indentures supplemental hereto, in
each case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and may have such
legends or endorsements placed thereon as the officers executing the same may
approve (execution thereof to be conclusive evidence of such approval) and as
are not inconsistent with the provisions of this Indenture, or as may be
required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which the
Securities of such series may be listed, or to conform to usage.

     (b)  The resolutions adopted by the Board of Directors establishing the
form and terms of the Securities of any series pursuant to Sections 2.01 and
2.02, respectively, of this Indenture, may provide for issuance of the
Securities in global form. If Securities of a series are so authorized to be
issued in global form, any such global Security may provide that it shall
represent that aggregate amount of Securities from time to time endorsed thereon
and may also provide that the aggregate amount of Outstanding Securities
represented thereby may from time to time be reduced to reflect exchanges. Any
endorsement of a Security in global form to reflect the amount, or any increase
or decrease in the amount or changes in the rights of holders of Securities
represented thereby, shall be made in such manner and by such person or persons
as shall be specified therein.

     (c)  The Trustee's Certificate of Authentication on all Securities shall be
in substantially the following form:

     "This is one of the Securities of the series designated therein described
in the within-mentioned Indenture.


                                   The Chase Manhattan Bank, as Trustee


                                   By:  __________________________
                                            Authorized Officer


     Section 2.02.  Amount Unlimited; Issuable in Series. The aggregate
                    ------------------------------------
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.

     The Securities may be issued in one or more series.  There shall be
established in or pursuant to a resolution of the Board of Directors or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series:

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

                                                                               6


     (2)  any limit upon the aggregate principal amount of the Securities of the
  series which may be authenticated and delivered under this Indenture (except
  for Securities authenticated and delivered upon registration of transfer of,
  or in exchange for, or in lieu of, other Securities of the series pursuant to
  Section 2.06, 2.07, 2.08, 3.03, 3.06 or 10.04);

     (3)  the date or dates on which the principal and premium, if any, of the
  Securities of the series is payable;

     (4)  the rate or rates, or the method of determination thereof, at which
  the Securities of the series shall bear interest, if any, the date or dates
  from which such interest shall accrue, the interest payment dates on which
  such interest shall be payable and, if other than as set forth in Section
  2.04, the record dates for the determination of holders to whom interest is
  payable;

     (5)  in addition to the office or agency of the Company in the Borough of
  Manhattan, The City of New York required to be maintained pursuant to Section
  4.02, any other place or places where the principal of, and premium, if any,
  and any interest on Securities of the series shall be payable;

     (6)  the Specified Currency of the Securities of the series;

     (7)  the currency or currencies in which payments on the Securities of the
  series are payable, if other than the Specified Currency;

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

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

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

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

     (12) if the principal of or interest on the Securities of the series are to
  be payable, at the election of the Company or a holder thereof, in a coin or
  currency other than the Specified Currency, the period or periods within
  which, and the terms and conditions upon which, such election may be made;

     (13) if the amount of payments of principal of and interest on the
  Securities of the series may be determined with reference to an index based on
  a coin or currency other than the Specified Currency, the manner in which such
  amounts shall be determined;
<PAGE>

                                                                               7

     (14) any Events of Default with respect to the Securities of the series, if
  not set forth herein;

     (15) if other than the rate of interest stated in the title of the
  Securities of the series, the applicable Overdue Rate;

     (16) in the case of any series of non-interest bearing Securities, the
  applicable dates for purposes of clause (a) of Section 5.01;

     (17) if other than The Chase Manhattan Bank is to act as Trustee for the
  Securities of the series, the name and Principal Office of such Trustee;

     (18) if either or both of Sections 12.02 and 12.03 do not apply to any
  Securities of the series;

     (19) any addition to the covenants set forth in Article Four which applies
  to Securities of the series and whether any such covenant shall be subject to
  covenant defeasance under Section 12.03; and

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

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

     Section 2.03. Authentication. At any time and from time to time after the
                   --------------
execution and delivery of this Indenture, the Company may deliver Securities of
any series executed by the Company to the Trustee for authentication. Except as
otherwise provided in this Article Two, the Trustee shall thereupon authenticate
and deliver said Securities to or upon the written order of the Company, signed
by its President, its Chairman or any Vice Chairman of the Board or one of its
Vice Presidents and by its Treasurer, its Controller or its Secretary. In
authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive and (subject to Section 7.01) shall be fully protected in
relying upon:

     (1)  a copy of any resolution or resolutions of the Board of Directors
  relating thereto and, if applicable, an appropriate record of any action taken
  pursuant to such resolution, in each case certified by the Secretary or an
  Assistant Secretary of the Company;

     (2)  an executed supplemental indenture, if any, relating thereto;

     (3)  an Officers' Certificate prepared in accordance with Section 14.05
  which shall also state to the best knowledge of the signers of such
  Certificate that no Event of Default with respect to any series of Securities
  shall have occurred and be continuing; and

     (4)  an Opinion of Counsel prepared in accordance with Section 14.05 which
  shall also state
<PAGE>

                                                                               8

          (a)  that the form of such Securities has been established by or
     pursuant to a resolution of the Board of Directors or by a supplemental
     indenture as permitted by Section 2.01 in conformity with the provisions of
     this Indenture;

          (b)  that the terms of such Securities have been established by or
     pursuant to a resolution of the Board of Directors or by a supplemental
     indenture as permitted by Section 2.02 in conformity with the provisions of
     this Indenture;

          (c)  that such Securities, when authenticated and delivered by the
     Trustee and issued by the Company in the manner and subject to any
     conditions specified in such Opinion of Counsel, will constitute legal,
     valid and binding obligations of the Company, enforceable in accordance
     with their terms, subject to bankruptcy, insolvency, reorganization and
     other laws of general applicability relating to or affecting the
     enforcement of creditors' rights and to general equity principles;

          (d)  that the Company has the corporate power to issue such
     Securities, and has duly taken all necessary corporate action with respect
     to such issuance;

          (e)  that the issuance of such Securities will not contravene the
     organizational certificate or by-laws of the Company or result in any
     violation of any of the terms or provisions of any law or regulation or of
     any indenture, mortgage or other agreement known to such Counsel by which
     the Company or any of its Subsidiaries is bound; and

          (f)  that all laws and requirements in respect of the execution and
     delivery by the Company of such Securities and the related supplemental
     indenture, if any, have been complied with and that authentication and
     delivery of such Securities and the execution and delivery of the related
     supplemental indenture, if any, by the Trustee will not violate the terms
     of this Indenture.

     The Trustee shall have the right to decline to authenticate and deliver or
cause to be authenticated and delivered any Securities under this Section 2.03
if the Trustee, being advised by counsel, determines that such action may not
lawfully be taken or if the Trustee in good faith by its board of directors or
trustees, executive committee, or a trust committee of directors or trustees
and/or vice presidents shall determine that such action would expose the Trustee
to personal liability to existing Securityholders.

     Section 2.04. Date and Denomination of Securities. The Securities of each
                   -----------------------------------
series shall be issuable in registered form without coupons in such
denominations as shall be specified as contemplated by Section 2.02. In the
absence of any such specification with respect to the Securities of any series,
the Securities of such series shall be issuable in denominations of $1,000 and
any multiple of $1,000. Securities of each series shall be numbered, lettered or
otherwise distinguished in such manner or in accordance with such plan as the
officers of the Company executing the same may determine with the approval of
the Trustee.

     Every Security shall be dated the date of its authentication.

     The person in whose name any Security of a particular series is registered
at the close of business on any record date (as hereinafter defined) with
respect to any interest payment date for such series shall be entitled to
receive the interest payable on such interest payment date
<PAGE>

                                                                               9

notwithstanding the cancellation of such Security upon any registration of
transfer or exchange subsequent to the record date and prior to such interest
payment date; provided, however, that if and to the extent that the Company
              --------  -------
shall default in the payment of the interest due on such interest payment date,
such defaulted interest shall be paid to the persons in whose names Outstanding
Securities of such series are registered on a subsequent record date established
by notice given by mail by or on behalf of the Company to the holders of such
Securities not less than 15 days preceding such subsequent record date, such
record date to be not less than five days preceding the date of payment of such
defaulted interest. Except as otherwise specified as contemplated by Section
2.02 for Securities of a particular series, the term "record date" as used in
this Section 2.04 with respect to any regular interest payment date, shall mean,
the last day of the calendar month preceding such interest payment date if such
interest payment date is the fifteenth day of such calendar month, and shall
mean the fifteenth day of the calendar month preceding such interest payment
date if such interest payment date is the first day of a calendar month, whether
or not such day shall be a day on which banking institutions in The City of New
York are authorized or required by law or executive order to close or remain
closed.

     Interest on the Securities may at the option of the Company be paid by
check mailed to the persons entitled thereto at their respective addresses as
such appear on the registry books of the Company.

     Section 2.05. Execution of Securities. The Securities shall be signed in
                   -----------------------
the name and on behalf of the Company by the manual or facsimile signature of
its President, its Chairman of the Board or Chief Financial Officer and its
Treasurer or Assistant Treasurer, its Secretary or Assistant Secretary, under
its corporate seal (which may be printed, engraved or otherwise reproduced
thereon, by facsimile or otherwise). Only such Securities as shall bear thereon
a certificate of authentication substantially in the form herein recited,
executed by the Trustee by the manual signature of an authorized officer, shall
be entitled to the benefits of this Indenture or be valid or obligatory for any
purpose. Such certificate by the Trustee upon any Security executed by the
Company shall be conclusive evidence that the Security so authenticated has been
duly authenticated and delivered hereunder and that the holder is entitled to
the benefits of this Indenture.

     In case any officer of the Company who shall have signed any of the
Securities shall cease to be such officer before the Securities so signed shall
have been authenticated and delivered by the Trustee, or disposed of by the
Company, such Securities nevertheless may be authenticated and delivered or
disposed of as though the person who signed such Securities had not ceased to be
such officer of the Company; and any Security may be signed on behalf of the
Company by such persons as, at the actual date of the execution of such
Security, shall be the proper officers of the Company, although at the date of
the execution of this Indenture any such person was not such an officer.

     Section 2.06. Exchange and Registration of Transfer of Securities.
                   ---------------------------------------------------
Securities of any series may be exchanged for a like aggregate principal amount
of Securities of the same series of other authorized denominations. Securities
to be exchanged shall be surrendered, at the option of the holders thereof,
either at the office or agency designated and maintained by the Company for such
purpose in the Borough of Manhattan, The City of New York, in accordance with
the provisions of Section 4.02 or at any of such other offices or agencies as
may be designated and maintained by the Company for such purpose in accordance
with the provisions of Section 4.02, and the Company shall execute and register
and the Trustee shall authenticate and deliver in
<PAGE>

                                                                              10

exchange therefor the Security or Securities which the Securityholder making the
exchange shall be entitled to receive. Each person designated by the Company
pursuant to the provisions of Section 4.02 as a person authorized to register
and register transfer of the Securities is sometimes herein referred to as a
"Security registrar".

     The Company shall keep, at each such office or agency, a register for each
series of Securities issued hereunder (the registers of all Security registrars
being herein sometimes collectively referred to as the "Security register" or
the "registry books of the Company") in which, subject to such reasonable
regulations as it may prescribe, the Company shall register Securities and shall
register the transfer of Securities as in this Article Two provided.  The
Security 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 Security registrar shall be open for inspection by the Trustee and any
Security registrar other than the Trustee.  Upon due presentment for
registration or registration of transfer of any Security of any series at any
designated office or agency, the Company shall execute and register and the
Trustee shall authenticate and deliver in the name of the transferee or
transferees a new Security or Securities of the same series for an equal
aggregate principal amount.  Registration or registration of transfer of any
Security by any Security registrar in the registry books of the Company
maintained by such Security registrar, and delivery of such Security, duly
authenticated, shall be deemed to complete the registration or registration of
transfer of such Security.

     The Company will at all times designate one person (who may be the Company
and who need not be a Security registrar) to act as repository of a master list
of names and addresses of the holders of the Securities.  The Company shall act
as such repository unless and until some other person is, by written notice from
the Company to the Trustee and each Security registrar, designated by the
Company to act as such.  The Company shall cause each Security registrar to
furnish to such repository, on a current basis, such information as to all
registrations of transfer and exchanges effected by such registrar, as may be
necessary to enable such repository to maintain such master list on as current a
basis as is practicable.

     No person shall at any time be designated as or act as a Security registrar
unless such person is at such time empowered under applicable law to act as such
under and to the extent required by applicable law and regulations.

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

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

     The Company shall not be required to exchange or register a transfer of (a)
any Securities of any series for the period of 15 days next preceding the
selection of Securities of that series to be redeemed and thereafter until the
date of the mailing of a notice of redemption of Securities of that series
selected for redemption, or (b) any Securities selected, called or being called
for
<PAGE>

                                                                              11

redemption in whole or in part except, in the case of any Security to be
redeemed in part, the portion thereof not so to be redeemed.

     Section 2.07. Mutilated, Destroyed, Lost or Stolen Securities. In case any
                   -----------------------------------------------
temporary or definitive Security shall become mutilated or be destroyed, lost or
stolen, the Company in the case of a mutilated Security shall, and in the case
of a lost, stolen or destroyed Security may in its discretion, execute and, upon
the written request or authorization of any officer of the Company, the Trustee
shall authenticate and deliver, a new Security of the same series, bearing a
number not contemporaneously Outstanding, in exchange and substitution for the
mutilated Security, or in lieu of and in substitution for the Security so
destroyed, lost or stolen. In every case the applicant for a substituted
Security shall furnish to the Company and to the Trustee such security or
indemnity as may be required by them to save each of them harmless, and, in
every case of destruction, loss or theft, the applicant shall also furnish the
Company and to the Trustee evidence to their satisfaction of the destruction,
loss or theft of such Security and the ownership thereof.

     Upon the issuance of any substituted Security, 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 connected therewith.
In case any Security which has matured or is about to mature shall become
mutilated or be destroyed, lost or stolen, the Company may, instead of issuing a
substituted Security, pay or authorize the payment of the same (without
surrender thereof except in the case of a mutilated Security) if the applicant
for such payment shall furnish to the Company and to the Trustee such security
or indemnity as may be required by them to save each of them harmless and, in
case of destruction, loss or theft, evidence satisfactory to the Company and the
Trustee of the destruction, loss or theft of such Security and the ownership
thereof.

     Every substituted Security issued pursuant to the provisions of this
Section 2.07 by virtue of the fact that any Security is destroyed, lost or
stolen shall constitute an additional contractual obligation of the Company,
whether or not the destroyed, lost or stolen Security shall be found at any
time, 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.  All Securities shall be held and owned upon the express condition
that the foregoing provisions are exclusive with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities and shall preclude
(to the extent lawful) any and all other rights or remedies with respect to the
replacement or payment of negotiable instruments or other securities without
their surrender.

     Section 2.08. Temporary Securities. Pending the preparation of definitive
                   --------------------
Securities of any series the Company may execute and the Trustee shall
authenticate and deliver temporary Securities (printed, lithographed or
typewritten). Temporary Securities shall be issuable in any authorized
denomination and substantially in the form of the definitive Securities in lieu
of which they are issued, but with such omissions, insertions and variations as
may be appropriate for temporary Securities, all as may be determined by the
Company. Every such temporary Security shall be authenticated by the Trustee
upon the same conditions and in substantially the same manner, and with the same
effect, as the definitive Securities in lieu of which they are issued. Without
unreasonable delay the Company will execute and deliver to the Trustee
definitive Securities of such series and thereupon any or all temporary
Securities of such series may be surrendered in exchange therefor, at the option
of the holders thereof, either at the office or agency to be designated and
maintained by the Company for such purpose in the Borough of

<PAGE>

                                                                              12

Manhattan, The City of New York, in accordance with the provisions of Section
4.02 or at any of such other offices or agencies as may be designated and
maintained by the Company for such purpose in accordance with the provisions of
Section 4.02, and the Trustee shall authenticate and deliver in exchange for
such temporary Securities an equal aggregate principal amount of definitive
Securities of the same series. Such exchange shall be made by the Company at its
own expense and without any charge therefor. Until so exchanged, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of the same series authenticated
and delivered hereunder.

     Section 2.09. Cancellation of Securities Paid, etc. All Securities
                   ------------------------------------
surrendered for the purpose of payment, redemption, repayment, exchange or
registration of transfer or for credit against any sinking fund shall, if
surrendered to the Company, any Security registrar, any paying agent or any
other agent of the Company or of the Trustee, be delivered to the Trustee and
promptly cancelled by it, or, if surrendered to the Trustee, shall be promptly
cancelled by it, and no Securities shall be issued in lieu thereof except as
expressly permitted by any of the provisions of this Indenture. The Trustee may
dispose of cancelled Securities in accordance with its customary procedures and
deliver a certificate of such disposition to the Company or, at the written
request of the Company, shall deliver cancelled Securities to the Company. If
the Company shall acquire any of the Securities, however, such acquisition shall
not operate as a redemption or satisfaction of the indebtedness represented by
such Securities unless and until the same are delivered to the Trustee for
cancellation.

     Section 2.10. Computation of Interest. Except as otherwise specified as
                   -----------------------
contemplated by Section 2.02 for Securities of any series, interest on the
Securities of each series shall be computed on the basis of a 360-day year of
twelve 30-day months.

                                 ARTICLE THREE

                    REDEMPTION OF SECURITIES; SINKING FUNDS

     Section 3.01. Applicability of Article. The provisions of this Article
                   ------------------------
shall be applicable, as the case may be, (i) to the Securities of any series
which are redeemable before their maturity and (ii) to any sinking fund for the
retirement of Securities of any series, in either case except as otherwise
specified as contemplated by Section 2.02 for Securities of such series.

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

     Section 3.02. Notice of Redemption; Selection of Securities. In case the
                   ---------------------------------------------
Company shall desire to exercise any right to redeem all, or, as the case may
be, any part of, the Securities of any series in accordance with their terms, it
shall fix a date for redemption and shall mail a notice of such redemption at
least 30 and not more than 60 days prior to the date fixed for redemption to the
holders of Securities of such series so to be redeemed as a whole or in part at
their last addresses as the same appear on the registry books of the Company and
to the Trustee, except as the resolutions adopted by the Board of Directors to
establish the terms of any series of Securities may otherwise provide. Such
mailing shall be by first class mail. The notice if mailed
<PAGE>

                                                                              13

in the manner herein provided shall be conclusively presumed to have been duly
given, whether or not the holder receives such notice. In any case, failure to
give such notice by mail or any defect in the notice to the holder of any
Security of a series designated for redemption as a whole or in part shall not
affect the validity of the proceedings for the redemption of any other Security
of such series.

     Each such notice of redemption shall specify the date fixed for redemption,
the redemption price at which the Securities of such series are to be redeemed
(or if not then ascertainable, the manner of calculation thereof), the place or
places of payment, that payment will be made upon presentation and surrender of
such Securities, that any interest accrued to the date fixed for redemption will
be paid as specified in said notice, and that on and after said date any
interest thereon or on the portions thereof to be redeemed will cease to accrue.
Where the redemption price is not ascertainable at the time the notice of
redemption is given as aforesaid, the Company shall notify the Trustee of said
redemption price promptly after the calculation thereof.   If less than all the
Securities of a series are to be redeemed the notice of redemption shall specify
the number or numbers of the Securities of that series to be redeemed.  In case
any Security of a series is to be redeemed in part only, the notice of
redemption shall state the portion of the principal amount thereof to be
redeemed and shall state that on and after the date fixed for redemption, upon
surrender of such Security, a new Security or Securities of that series in
principal amount equal to the unredeemed portion thereof will be issued.

     Prior to the redemption date specified in the notice of redemption given as
provided in this Section 3.02, the Company will deposit with the Trustee or with
one or more paying agents (or if the Company is acting as its own paying agent
will segregate and hold in trust as provided in Section 4.04) an amount of money
sufficient to redeem on the redemption date all the Securities or portions
thereof so called for redemption, together with accrued interest to the date
fixed for redemption.  If less than all the Securities of a series are to be
redeemed the Company will give the Trustee notice not less than 60 days prior to
the redemption date as to the aggregate principal amount of Securities of such
series to be redeemed and the Trustee shall select or cause to be selected, in
such manner as in its sole discretion it shall deem appropriate and fair, the
Securities of that series or portions thereof to be redeemed.  Securities of a
series may be redeemed in part only in multiples of the smallest authorized
denomination of that series.

     Section 3.03. Payment of Securities Called for Redemption. If notice of
                   -------------------------------------------
redemption has been given as provided in Section 3.02 or Section 3.05, the
Securities or portions of Securities of the series with respect to which such
notice has been given shall become due and payable on the date and at the place
or places stated in such notice at the applicable redemption price, together
with any interest accrued to the date fixed for redemption, and on and after
said date (unless the Company shall default in the payment of such Securities or
portions of such Securities, together with any interest accrued to said date)
any interest on the Securities of such series or portions of Securities of such
series so called for redemption shall cease to accrue. On presentation and
surrender of such Securities at a place of payment in said notice specified, the
said Securities or the specified portions thereof shall be paid and redeemed by
the Company at the applicable redemption price, together with any interest
accrued thereon to the date fixed for redemption; provided, however, that any
                                                  --------  -------
semi-annual installment of interest becoming due on or prior to the date fixed
for redemption shall be payable to holders of such Securities registered as such
on the relevant record date according to their terms.
<PAGE>

                                                                              14

     Upon presentation of any Security redeemed in part only, the Company shall
execute and the Trustee shall authenticate and deliver to the holder thereof, at
the expense of the Company, a new Security or Securities of the same series, of
authorized denominations, in aggregate principal amount equal to the unredeemed
portion of the Security so presented.

     Section 3.04. Satisfaction of Mandatory Sinking Fund Payments with
                   ----------------------------------------------------
Securities. In lieu of making all or any part of any mandatory sinking fund
----------
payment with respect to any Securities of a series in cash, the Company may at
its option (a) deliver to the Trustee Securities of that series theretofore
purchased or otherwise acquired by the Company, or (b) receive credit for the
principal amount of Securities of that series which have been redeemed either at
the election of the Company pursuant to the terms of such Securities or through
the application of permitted optional sinking fund payments pursuant to the
terms of such Securities; provided that such Securities have not been previously
so credited. Such Securities shall be received and credited for such purpose by
the Trustee at the redemption price specified in such Securities for redemption
through operation of the sinking fund and the amount of such mandatory sinking
fund payment shall be reduced accordingly.

     Section 3.05. Redemption of Securities for Sinking Fund. Not less than 60
                   -----------------------------------------
days prior to each sinking fund payment date for any series of Securities, the
Company will deliver to the Trustee a certificate signed by the Treasurer or any
Assistant Treasurer of the Company specifying the amount of the next ensuing
sinking fund payment for that series pursuant to the terms of that series, the
portion thereof, if any, which is to be satisfied by payment of cash (which cash
may be deposited with the Trustee or with one or more paying agents, or if the
Company is acting as its own paying agent segregated and held in trust as
provided in Section 4.04) and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities of that series pursuant to
Section 3.04 (which Securities, if not theretofore delivered, will accompany
such certificate) and whether the Company intends to exercise its right to make
a permitted optional sinking fund payment with respect to such series. Such
certificate shall also state that no Event of Default has occurred and is
continuing with respect to such series. Such certificate shall be irrevocable
and upon its delivery the Company shall be obligated to make the cash payment or
payments therein referred to, if any, on or before the next succeeding sinking
fund payment date. In the case of the failure of the Company to deliver such
certificate (or to deliver the Securities specified in this paragraph), the
sinking fund payment due on the next succeeding sinking fund payment date for
that series shall be paid entirely in cash and shall be sufficient to redeem the
principal amount of such Securities subject to a mandatory sinking fund payment
without the option to deliver or credit Securities as provided in Section 3.04
and without the right to make any optional sinking fund payment, if any, with
respect to such series.

     Any sinking fund payment or payments (mandatory or optional) made in cash
plus any unused balance of any preceding sinking fund payments made in cash
which shall equal or exceed $100,000 or the equivalent amount in the Specified
Currency (if other than Dollars) (or a less sum if the Company shall so request
or determine) with respect to the Securities of any particular series shall be
applied by the Trustee (or by the Company if the Company is acting as its own
paying agent) on the sinking fund payment date on which such payment is made
(or, if such payment is made before a sinking fund payment date, on the next
sinking fund payment date following the date of such payment) to the redemption
of such Securities at the redemption price specified in such Securities for
operation of the sinking fund together with accrued interest, if any, to the
date fixed for redemption.  Any sinking fund moneys not so applied or allocated
by the Trustee (or by the Company if the Company is acting as its own paying
agent) to the
<PAGE>

                                                                              15

redemption of Securities shall be added to the next cash sinking fund payment
received by the Trustee (or if the Company is acting as its own paying agent,
segregated and held in trust as provided in Section 4.04) for such series and,
together with such payment (or such amount so segregated), shall be applied in
accordance with the provisions of this Section 3.05. Any and all sinking fund
moneys with respect to the Securities of any particular series held by the
Trustee (or if the Company is acting as its own paying agent, segregated and
held in trust as provided in Section 4.04) on the last sinking fund payment date
with respect to Securities of such series and not held for the payment or
redemption of particular Securities of such series shall be applied by the
Trustee (or by the Company if the Company is acting as its own paying agent),
together with other moneys, if necessary, to be deposited (or segregated)
sufficient for the purpose, to the payment of the principal of the Securities of
that series at maturity.

     The Trustee shall select or cause to be selected the Securities to be
redeemed upon such sinking fund payment date in the manner specified in the last
paragraph of Section 3.02 and the Company shall cause notice of the redemption
thereof to be given in the manner provided in Section 3.02 except that the
notice of redemption shall also state that the Securities are being redeemed by
operation of the sinking fund.  Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Section 3.03.

     On or before each sinking fund payment date, the Company shall pay to the
Trustee in cash (or if the Company is acting as its own paying agent will
segregate and hold in trust as provided in Section 4.04) a sum equal to any
interest accrued to the date fixed for redemption of Securities or portions
thereof to be redeemed on such sinking fund payment date pursuant to this
Section.

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

     Section 3.06. Repayment at the Option of the Holder. Any series of
                   -------------------------------------
Securities may be made, by provision contained in or established pursuant to a
supplemental indenture or a resolution of the Board of Directors pursuant to
Section 2.02 hereof, subject to repayment, in whole or in part, at the option of
the holder on a date or dates specified prior to maturity, at a price equal to
100% of the principal amount thereof, together with accrued interest to the date
of repayment, on such notice as may be required, provided, however, that the
holder of a Security may only elect partial repayment in an amount that will
result in the portion of such Security that
<PAGE>

                                                                              16

will remain Outstanding after such repayment constituting an authorized
denomination, or combination thereof, of such Securities.

                                 ARTICLE FOUR

                      PARTICULAR COVENANTS OF THE COMPANY

     Section 4.01. Payment of Principal, Premium and Interest. The Company
                   ------------------------------------------
covenants and agrees for the benefit of each series of Securities that it will
duly and punctually pay or cause to be paid the principal of, premium, if any,
and interest, if any, on each of the Securities of that series at the places, at
the respective times and in the manner provided in such Securities.

     Section 4.02. Offices for Notices and Payments, etc. As long as any of the
                   -------------------------------------
Securities of a series remain Outstanding, the Company will designate and
maintain in the Borough of Manhattan, The City of New York, an office or agency
where the Securities of that series may be presented for payment, an office or
agency where the Securities of that series may be presented for registration of
transfer and for exchange as in this Indenture provided and an office or agency
where notices and demands to or upon the Company in respect of the Securities of
that series or of this Indenture may be served. In addition to such office or
offices or agency or agencies, the Company may from time to time designate and
maintain one or more additional offices or agencies within or outside the
Borough of Manhattan, The City of New York, where the Securities of that series
may be presented for registration of transfer or for exchange, and the Company
may from time to time rescind such designation, as it may deem desirable or
expedient. The Company will give to the Trustee written notice of the location
of each such office or agency and of any change of location thereof. In case the
Company shall fail to maintain any such office or agency in the Borough of
Manhattan, The City of New York, or shall fail to give such notice of the
location or of any change in the location thereof, presentations and demands may
be made and notices may be served at the principal office of the Trustee.

     The Company hereby initially designates the office of the Trustee located
at 450 West 33/rd/ Street, New York, New York 10001 as the office or agency of
the Company in the Borough of Manhattan, The City of New York, where the
Securities of each series may be presented for payment, for registration of
transfer and for exchange as in this Indenture provided and where notices and
demands to or upon the Company in respect of the Securities of each series or of
this Indenture may be served. The Company designates the office of the Company
located at 6604 West Broad Street, Richmond, Virginia 23230 as repository
pursuant to Section 2.06 for the master list of the names and addresses of the
holders of the Securities of each series.

     Section 4.03. Appointments to Fill Vacancies in Trustee's Office. The
                   --------------------------------------------------
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 7.10, a successor trustee, so
that there shall at all times be a Trustee with respect to each series of
Securities hereunder.

     Section 4.04. Provision as to Paying Agent. (a) If the Company shall
                   ----------------------------
appoint a paying agent other than the Trustee with respect to the Securities of
any series, it will cause such paying agent to execute and deliver to the
Trustee an instrument in which such agent shall agree with the Trustee, subject
to the provisions of this Section 4.04:
<PAGE>

                                                                              17

          (1) that it will hold all sums held by it as such agent for the
     payment of the principal of, premium, if any, or interest, if any, on the
     Securities of such series (whether such sums have been paid to it by the
     Company or by any other obligor on the Securities of such series) in trust
     for the benefit of the holders of the Securities of such series;

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

          (3) that at any time during the continuance of any failure by the
     Company (or by any other obligor on the Securities of such series)
     specified in the preceding paragraph (2), such payment agent will, upon the
     written request of the Trustee, forthwith pay to the Trustee all sums so
     held in trust by it.

     (b)  If the Company shall act as its own paying agent with respect to the
Securities of any series, it will, on or before each due date of the principal
of, premium, if any, or interest, if any, on the Securities of such series, set
aside, segregate and hold in trust for the benefit of the holders of such
Securities a sum sufficient to pay such principal, premium, if any, or interest,
if any, so becoming due and will promptly notify the Trustee of any failure to
take such action and of any failure by the Company (or by any other obligor on
the Securities of such series) to make any payment of the principal of, premium,
if any, or interest, if any, on the Securities of such series when the same
shall become due and payable.

     (c)  Anything in this Section 4.04 to the contrary notwithstanding, the
Company may, at any time, for the purpose of obtaining a satisfaction and
discharge of this Indenture, or for any other reason, pay or cause to be paid to
the Trustee all sums held in trust by it, or any paying agent hereunder, as
required by this Section, such sums to be held by the Trustee upon the trusts
herein contained.

     (d)  Anything in this Section 4.04 to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section 4.04 is subject to
Sections 12.05 and 12.06.

     (e)  Whenever the Company shall have one or more paying agents with respect
to the Securities of any series, it will, prior to each due date of the
principal of, premium, if any, or interest, if any, on the Securities of such
series, deposit with a designated paying agent a sum sufficient to pay the
principal, premium, if any, and interest, if any, so becoming due, such sum to
be held in trust for the benefit of the persons entitled to such principal,
premium, if any, or interest, if any, and (unless such paying agent is the
Trustee) the Company will promptly notify the Trustee of any failure so to act.

     Section 4.05. Statement as to Compliance. The Company will furnish to the
                   --------------------------
Trustee on or before June 1, in each year (beginning with the first June 1
following the first date of issuance of any Securities under this Indenture) a
brief certificate (which need not comply with Section 14.05) from the principal
executive, financial or accounting officer of the Company stating that in the
course of the performance by the signer of his duties as an officer of the
Company he would normally have knowledge of any default or non-compliance by the
Company in the performance of any terms, covenants or conditions of this
Indenture, stating whether or not he has knowledge of any such default or non-
compliance (without regard to any period of grace or
<PAGE>

                                                                              18

requirement of notice provided hereunder) and, if so, specifying each such
default or non-compliance of which the signer has knowledge and the nature
thereof.

     Section 4.06. Additional Amounts. If the Securities of a series provide for
                   ------------------
the payment of additional amounts, at least 10 days prior to the first interest
payment date with respect to that series of Securities and at least 10 days
prior to each date of payment of principal of, premium, if any, or interest on
the Securities of that series if there has been a change with respect to the
matters set forth in the below-mentioned Officers' Certificate, the Company
shall furnish to the Trustee and the principal paying agent, if other than the
Trustee, an Officers' Certificate instructing the Trustee and such paying agent
whether such payment of principal of or interest on the Securities of that
series shall be made to holders of the Securities of that series without
withholding or deduction for or on account of any tax, assessment or other
governmental charge described in the Securities of that series. If any such
withholding or deduction shall be required, then such Officers' Certificate
shall specify by country the amount, if any, required to be withheld or deducted
on such payments to such holders and shall certify the fact that additional
amounts will be payable and the amounts so payable to each holder, and the
Company shall pay to the Trustee or such paying agent the additional amounts
required to be paid by this Section. The Company covenants to indemnify the
Trustee and any paying agent for, and to hold them harmless against, any loss,
liability or expense reasonably incurred without negligence or bad faith on
their part arising out of or in connection with actions taken or omitted by any
of them in reliance on any Officers' Certificate furnished pursuant to this
Section.

          Whenever in this Indenture there is mentioned, in any context, the
payment of the principal of or any premium, interest or any other amounts on, or
in respect of, any Security of any series, such mention shall be deemed to
include mention of the payment of additional amounts provided by the terms of
such series established hereby or pursuant hereto to the extent that, in such
context, additional amounts are, were or would be payable in respect thereof
pursuant to such terms, and express mention of the payment of additional amounts
(if applicable) in any provision hereof shall not be construed as excluding the
payment of additional amounts in those provisions hereof where such express
mention is not made.

                                 ARTICLE FIVE

                SECURITYHOLDER LISTS AND REPORTS BY THE COMPANY
                                AND THE TRUSTEE

     Section 5.01. Securityholder Lists. If and so long as the Trustee shall not
                   --------------------
be the Security registrar for the Securities of any series, the Company and any
other obligor on the Securities will furnish or cause to be furnished to the
Trustee a list in such form as the Trustee may reasonably require of the names
and addresses of the holders of the Securities of such series pursuant to
Section 312 of the Trust Indenture Act of 1939 (a) semi-annually not more than
15 days after each record date for the payment of interest on such Securities,
as hereinabove specified, as of such record date, and on dates to be determined
pursuant to Section 2.02 for non-interest bearing Securities in each year, and
(b) at such other times as the Trustee may request in writing, within thirty
days after receipt by the Company of any such request as of a date not more than
15 days prior to the time such information is furnished.
<PAGE>

                                                                              19

     Section 5.02. Reports by the Company. The Company covenants to file with
                   ----------------------
the Trustee, within 15 days after the Company is required to file the same with
the Securities and Exchange Commission, copies of the annual reports and of the
information, documents and other reports that the Company may be required to
file with the Securities and Exchange Commission pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 or pursuant to Section 314
of the Trust Indenture Act of 1939.

     Section 5.03. Reports by the Trustee. Any Trustee's report required under
                   ----------------------
Section 313(a) of the Trust Indenture Act of 1939 shall be transmitted on or
before March 15 in each year beginning March 15, 2002, as provided in Section
313(c) of the Trust Indenture Act of 1939, so long as any Securities are
Outstanding hereunder, and shall be dated as of a date convenient to the Trustee
no more than 60 days prior thereto.


                                  ARTICLE SIX

                REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON
                               EVENT OF DEFAULT

     Section 6.01. Events of Default. The term "Event of Default" whenever used
                   -----------------
herein with respect to Securities of any series means any one of the following
events and such other events as may be established with respect to the
Securities of such series as contemplated by Section 2.02 hereof, continued for
the period of time, if any, and after the giving of notice, if any, designated
in this Indenture or as may be established with respect to such Securities as
contemplated by Section 2.02 hereof, as the case may be, unless it is either
inapplicable or is specifically deleted or modified in the applicable resolution
of the Board of Directors or in the supplemental indenture under which such
series of Securities is issued, as the case may be, as contemplated by Section
2.02:

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

            (b) default in the payment of the principal of, or premium, if any,
     on any Security of such series as and when the same shall become due and
     payable whether at maturity, upon redemption, by declaration, repayment or
     otherwise; or

            (c) default in the making or satisfaction of any sinking fund
     payment or analogous obligation as and when the same shall become due and
     payable by the terms of the Securities of such series; or

            (d) failure on the part of the Company duly to observe or perform
     any other of the covenants or agreements on the part of the Company in
     respect of the Securities of such series contained in this Indenture (other
     than a covenant or agreement in respect of the Securities of such series a
     default in whose observance or performance is elsewhere in this Section
     6.01 specifically dealt with) continued for a period of 60 days after the
     date on which written notice of such failure, requiring the Company to
     remedy the same, shall have been given to the Company by the Trustee by
     registered mail, or to the Company
<PAGE>

                                                                              20

     and the Trustee by the holders of at least twenty-five percent in aggregate
     principal amount of the Securities of such series at the time Outstanding;
     or

         (e) an event of default with respect to any other series of Securities
     issued or hereafter issued pursuant to this Indenture or as defined in any
     indenture or instrument evidencing or under which the Company has at the
     date of this Indenture or shall hereafter have outstanding any indebtedness
     for borrowed money shall happen and be continuing and such other series of
     Securities or such indebtedness, as the case may be, shall have been
     accelerated so that the same shall be or become due and payable prior to
     the date on which the same would otherwise have become due and payable, and
     such acceleration shall not be rescinded or annulled within ten days after
     written notice thereof shall have been given to the Company by the Trustee
     or to the Company and the Trustee by the holders of at least twenty-five
     percent in aggregate principal amount of the Securities of such series at
     the time Outstanding; provided, however, that if such event of default with
                           --------  -------
     respect to such other series of Securities or under such indenture or
     instrument, as the case may be, shall be remedied or cured by the Company,
     or waived by the holders of such other series of Securities or of such
     indebtedness, as the case may be, then the Event of Default hereunder by
     reason thereof shall be deemed likewise to have been thereupon remedied,
     cured or waived without further action upon the part of either the Trustee
     or any of the Securityholders of such series; and provided further that,
                                                       -------- -------
     subject to the provisions of Sections 6.08 and 7.01, the Trustee shall not
     be charged with knowledge of any such event of default or any remedy, cure
     or waiver thereof or any such acceleration unless written notice thereof
     shall have been given to the Trustee by the Company, by a holder or an
     agent of a holder of any Securities of such other series or of any such
     indebtedness, as the case may be, or by the Trustee then acting under this
     Indenture with respect to such other series of Securities or under any
     other indenture or instrument, as the case may be, under which such event
     of default shall have occurred, or by the holders of at least twenty-five
     percent in aggregate principal amount of the Securities of such series at
     the time Outstanding; or

         (f) a decree or order by a court having jurisdiction in the premises
     shall have been entered adjudging the Company a bankrupt or insolvent, or
     approving as properly filed a petition seeking reorganization of the
     Company under the Federal Bankruptcy Code or any other similar applicable
     Federal or State law, and such decree or order shall have continued
     undischarged and unstayed for a period of 60 days; or a decree or order of
     a court having jurisdiction in the premises for the appointment of a
     receiver or liquidator or trustee or assignee (or other similar official)
     in bankruptcy or insolvency of the Company or of all or substantially all
     of its property, or for the winding up or liquidation of its affairs, shall
     have been entered, and such decree or order shall have continued
     undischarged and unstayed for a period of 60 days; or

         (g) the Company shall institute proceedings to be adjudicated a
     voluntary bankrupt, or shall consent to the filing of a bankruptcy
     proceeding against it, or shall file a petition or answer or consent
     seeking reorganization under the Federal Bankruptcy Code or any other
     similar applicable Federal or State law, or shall consent to the filing of
     any such petition, or shall consent to the appointment of a receiver or
     liquidator or trustee or assignee (or other similar official) in bankruptcy
     or insolvency of it or of its property, or shall make an assignment for the
     benefit of creditors, or shall admit in writing its inability to pay its
     debts generally as they become due; or
<PAGE>

                                                                              21



          (h)  any other Event of Default provided in the applicable resolution
     of the Board of Directors or in the supplemental indenture under which such
     series of Securities is issued, as the case may be, as contemplated by
     Section 2.02.

     If an Event of Default with respect to Securities of any series at the time
Outstanding occurs and is continuing, then and in each and every such case,
unless the principal of all of the Securities of such series shall have already
become due and payable, either the Trustee or the holders of not less than
twenty-five percent in aggregate principal amount of the Securities of such
series then Outstanding hereunder, by notice in writing to the Company (and to
the Trustee if given by Securityholders of such series), may declare the
principal amount (or, if the Securities of such series are Original Issue
Discount Securities, such portion of the principal amount as may be specified in
the terms of such series) of all the Securities of such series 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. This
provision, however, is subject to the condition that if, at any time after the
principal amount (or, if the Securities of such series are Original Issue
Discount Securities, such portion of the principal amount as may be specified in
the terms of such series) of the Securities of any series shall have been so
declared due and payable, and before any judgment or decree for the payment of
the moneys due shall have been obtained or entered as hereinafter provided, the
Company shall pay or shall deposit with the Trustee a sum sufficient to pay all
matured installments of interest, if any, upon all of the Securities of such
series and the principal of, and premium, if any, on any and all Securities of
such series which shall have become due otherwise than by acceleration (with
interest on overdue installments of interest (to the extent that payment of such
interest is enforceable under applicable law) and on such principal at the
Overdue Rate applicable to such series, to the date of such payment or deposit)
and all amounts payable to the Trustee pursuant to the provisions of Section
7.06, and any and all defaults under this Indenture with respect to such series
of Securities, other than the nonpayment of principal of and accrued interest on
Securities of such series which shall have become due solely by acceleration,
shall have been remedied or cured or waived or provision shall have been made
therefor to the satisfaction of the Trustee -- then and in every such case the
holders of a majority in aggregate principal amount of the Securities of such
series then Outstanding, by written notice to the Company and to the Trustee,
may waive all defaults with respect to such series and rescind and annul such
declaration and its consequences; but no such waiver or rescission and annulment
shall extend to or shall affect any subsequent default or shall impair any right
consequent thereon.

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

     Section 6.02.    Payment of Securities on Default; Suit Therefor. The
                      -----------------------------------------------
Company covenants that (a) in case default shall be made in the payment of any
installment of interest upon any Security of any series as and when the same
shall become due and payable, and such default shall have continued for a period
of 30 days, (b) in case default shall be made in the payment of the principal
of, or premium, if any, on any Security of any series as and when the same shall
become due and payable, whether at maturity of the Securities of that series or
upon redemption
<PAGE>

                                                                              22

or by declaration, repayment or otherwise or (c) in case of default in the
making or satisfaction of any sinking fund payment or analogous obligation when
the same becomes due by the terms of the Securities of any series -- then, upon
demand of the Trustee, the Company will pay to the Trustee, for the benefit of
the holder of any such Security (or holders of any series of Securities in the
case of clause (c) above) the whole amount that then shall have become due and
payable on any such Security (or Securities of any such series in the case of
clause (c) above) for principal, premium, if any, and interest, if any, with
interest upon the overdue principal and premium, if any, and (to the extent that
payment of such interest is enforceable under applicable law) upon the overdue
installments of interest, if any, at the Overdue Rate applicable to any such
Security (or 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
costs and expenses of collection, and any further amounts payable to the Trustee
pursuant to the provisions of Section 7.06.

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

     In case there shall be pending proceedings for the bankruptcy or for the
reorganization of the Company or any other obligor on the Securities of any
series under the Federal Bankruptcy Code or any other similar applicable Federal
or State law, or in case a receiver or trustee (or other similar official) shall
have been appointed for the property of the Company or such other obligor, or in
the case of any other similar judicial proceedings relative to the Company or
other obligor on the Securities of any series, or to the creditors or property
of the Company or such other obligor, the Trustee, irrespective of whether the
principal of the Securities of any series shall then be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether the
Trustee shall have made any demand pursuant to the provisions of this Section
6.02, shall be entitled and empowered, by intervention in such proceedings or
otherwise, to file and prove a claim or claims for the whole amount of principal
(or, if the Securities of any series are Original Issue Discount Securities,
such portion of the principal amount as may be due and payable with respect to
such series pursuant to a declaration in accordance with Section 6.01), premium,
if any, and interest, if any, owing and unpaid in respect of the Securities of
any series and, in case of any judicial proceedings, to file such proofs of
claim and other papers or documents as may be necessary or advisable in order to
have the claims of the Trustee and of the Securityholders of any series allowed
in such judicial proceedings relative to the Company or any other obligor on the
Securities of any series, its or their creditors, or its or their property, and
to collect and receive any moneys or other property payable or deliverable on
any such claims, and to distribute the same after the deduction of costs and
expenses of collection, and any further amounts payable to the Trustee pursuant
to the provisions of Section 7.06 and incurred by it up to the date of such
distribution; and any receiver, assignee or trustee (or other similar official)
in bankruptcy or reorganization is hereby authorized by each of the
Securityholders to make such payments to the Trustee, and, in the event that the
Trustee shall consent to the making of such payments directly to the
Securityholders, to pay to the Trustee costs and expenses of collection
<PAGE>

                                                                              23


and any further amounts payable to the Trustee pursuant to the provisions of
Section 7.06 and incurred by it up to the date of such distribution.

     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 of reorganization, arrangement, adjustment or composition affecting any of
the Securities of any series 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.

     All rights of action and of asserting claims under this Indenture, or under
the Securities of any series, may be enforced by the Trustee without the
possession of any of the Securities of such series or the production thereof in
any trial or other proceeding relative thereto, and any such suit or proceeding
instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment shall be for the ratable benefit of
the holders of the Securities in respect of which such action was taken.  In any
proceedings brought by the Trustee (and also any proceedings in which a
declaratory judgment of a court may be sought as to the interpretation or
construction of any provision of this Indenture, to which the Trustee shall be a
party) the Trustee shall be held to represent all the holders of the Securities
to which such proceedings relate, and it shall not be necessary to make any
holders of such Securities parties to any such proceedings.

     Section 6.03.  Application of Moneys Collected by Trustee.  Any moneys
                    ------------------------------------------
collected by the Trustee pursuant to this Article shall be applied in the order
following, at the date or dates fixed by the Trustee for the distribution of
such moneys, upon presentation of the several Securities in respect of which
moneys have been collected, and the notation thereon of the payment, if only
partially paid, and upon surrender thereof if fully paid:

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

          SECOND:  In case the principal of the Outstanding Securities in
     respect of which such moneys have been collected shall not have become due
     (at maturity, upon redemption, by declaration, repayment or otherwise) and
     be unpaid, to the payment of interest, if any, on such Securities, in the
     order of the maturity of the installments of such interest, with interest
     (to the extent that such interest has been collected by the Trustee) upon
     the overdue installments of interest at the Overdue Rate applicable to such
     Securities, such payments to be made ratably to the person entitled
     thereto;

          THIRD:  In case the principal of the Outstanding Securities in respect
     of which such moneys have been collected shall have become due (at
     maturity, upon redemption, by declaration, repayment or otherwise), to the
     payment of the whole amount then owing and unpaid upon such Securities for
     principal, premium, if any, and interest, if any, with interest on the
     overdue principal, and premium, if any, and (to the extent that such
     interest has been collected by the Trustee) upon overdue installments of
     interest, if any, at the Overdue Rate applicable to such Securities; and in
     case such moneys shall be insufficient to pay in full the whole amounts so
     due and unpaid upon such Securities, then to the payment of such principal,
     premium, if any, and interest, if any, without preference or priority of
     principal, and premium, if any, over interest, if any, or of interest, if
     any, over principal, and premium, if any, or of any installment of
     interest, if any, over any
<PAGE>

                                                                              24


     other installment of interest, if any, or of any such Security over any
     other such Security, ratably to the aggregate of such principal, premium,
     if any, and accrued and unpaid interest, if any; and

          FOURTH:  To the payment of the remainder, if any, to the Company, it
     successors or assigns, or to whosoever may be lawfully entitled to receive
     the same, or as a court of competent jurisdiction may direct.

     Section 6.04.  Proceedings by Securityholders.  No holder of any Security
                    ------------------------------
of any series shall have any right by virtue of or by availing of any provision
of this Indenture to institute any suit, action or proceeding in equity or at
law upon or under or with respect to this Indenture or for the appointment of a
receiver or trustee (or other similar official), or for any other remedy
hereunder, unless such holder previously shall have given to the Trustee written
notice of default with respect to Securities of such series and of the
continuance thereof, as hereinbefore provided, and unless also the holders of
not less than twenty-five percent in aggregate principal amount of the
Securities of such series then Outstanding shall have made written request upon
the Trustee to institute such action, suit or proceeding in its own name as
Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee for 60 days after its receipt of
such notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding, it being understood and intended,
and being expressly covenanted by the taker and holder of every Security with
every other taker and holder and the Trustee, that no one or more holders of
Securities of such series shall have any right in any manner whatever by virtue
or by availing of any provision of this Indenture to affect, disturb or
prejudice the rights of any other holder of Securities of such series, or to
obtain or seek to obtain priority over or preference to any other such holder,
or to enforce any right under this Indenture, except in the matter herein
provided and for the equal, ratable and common benefit of all holders of
Securities of such series.

     Notwithstanding any other provisions in this Indenture, however, the right
of any holder of any Security to receive payment of the principal of, premium,
if any, and interest, if any, on such Security, on or after the respective due
dates expressed in such Security, or upon redemption, by declaration, repayment
or otherwise, or to institute suit for the enforcement of any such payment on or
after such respective dates, shall not be impaired or affected without the
consent of such holder, and no provision of the Securities of any series or of
this Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest, if any, on the Securities of such series at the respective places, at
the respective times, at the respective rates and in the coin or currency,
therein and herein prescribed.

     Section 6.05.  Proceedings by Trustee.  In case of an Event of Default
                    ----------------------
hereunder the Trustee may in its discretion proceed to protect and enforce the
rights vested in it by this Indenture by such appropriate judicial proceedings
as the Trustee shall deem most effectual to protect and enforce any of such
rights, either by suit in equity or by action at law or by proceeding in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in this Indenture or in aid of the exercise of any power
granted in this Indenture, or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law.
<PAGE>

                                                                              25


     Section 6.06.  Remedies Cumulative and Continuing.  All powers and
                    ----------------------------------
remedies given by this Article Six to the Trustee or to the Securityholders of
any series shall, to the extent permitted by law, be deemed cumulative and not
exclusive of any thereof or of any other powers and remedies available to the
Trustee or the holders of such Securities, by judicial proceedings or otherwise,
to enforce the performance or observance of the covenants and agreements
contained in this Indenture, and no delay or omission of the Trustee or of any
holder of any such Securities to exercise any right or power accruing upon any
default occurring and continuing as aforesaid shall impair any such right or
power, or shall be construed to be a waiver of any such default or an
acquiescence therein; and, subject to the provisions of Section 6.04, every
power and remedy given by this Article Six or by law to the Trustee or to the
Securityholders of any series may be exercised from time to time, and as often
as shall be deemed expedient, by the Trustee or by the Securityholders of such
series.

     Section 6.07.  Direction of Proceedings and Waiver of Defaults by
                    --------------------------------------------------
Securityholders. (a)  The holders of a majority in aggregate principal amount
---------------
of the Securities of any series at the time Outstanding shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on the
Trustee, with respect to the Securities of such series; provided, however, that
                                                        --------  -------
(subject to the provisions of Section 7.01) the Trustee shall have the right to
decline to follow any such direction if the Trustee, being advised by counsel,
determines that the action or proceeding so directed may not lawfully be taken
or if the Trustee in good faith by its board of directors or trustees, executive
committee, or a trust committee of directors or trustees and/or Responsible
Officers shall determine that the action or proceeding so directed would involve
the Trustee in personal liability.

     (b) Prior to any declaration accelerating the maturity of the Securities of
any series, the holders of a majority in aggregate principal amount of the
Securities of such series at the time Outstanding may on behalf of the holders
of all of the Securities of such series waive any past default or Event of
Default with respect to such series and its consequences except a default in the
payment of interest, if any, on, or the principal of or premium, if any, on any
Security of such series, or in the payment of any sinking fund installment or
analogous obligation with respect to Securities of such series, or in respect of
a covenant or provision hereof which under Section 10.02 cannot be modified or
amended without the consent of the holder of each Security affected. Upon any
such waiver the Company, the Trustee and the holders of the Securities of that
series shall be restored to their former positions and rights hereunder,
respectively; but no such waiver shall extend to any subsequent or other default
or Event of Default or impair any right consequent thereon. Whenever any default
or Event of Default hereunder shall have been waived as permitted by this
Section 6.07(b), said default or Event of Default shall for all purposes of the
Securities of such series and this Indenture be deemed to have been cured and to
be not continuing.

     Section 6.08.  Notice of Defaults.  The Trustee shall, within 90 days
                    ------------------
after the occurrence of a default with respect to the Securities of any series,
mail to all holders of Securities of such series, as the names and addresses of
such holders appear upon the registry books of the Company, notice of all
defaults with respect to such series known to the Trustee, unless such defaults
shall have been cured before the giving of such notice (the term "defaults" for
the purpose of this Section 6.08 being hereby defined to be the events specified
in Section 6.01 or established with respect to such Securities as
<PAGE>

                                                                              26


contemplated by Section 2.02, not including the periods of grace, if any,
provided for therein or established with respect to such Securities as
contemplated by Section 2.02 and irrespective of the giving of the notices
specified in clauses (d) and (e) of Section 6.01 or established with respect to
such Securities as contemplated by Section 2.02); provided, however, that except
                                                  --------  -------
in the case of default in the payment of the principal of, premium, if any, or
interest, if any, on any of the Securities of such series or in the making of
any sinking fund installment or analogous obligation with respect to such
series, the Trustee shall be protected in withholding such notice if and so long
as the board of directors, the executive committee, or a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determines
that the withholding of such notice is in the interest of the holders of
Securities of such series.

     Section 6.09.  Undertaking to Pay Costs.  All parties to this Indenture
                    ------------------------
agree, and each holder of any Security by his acceptance thereof shall be deemed
to have agreed, that any court may in its discretion require, in any suit for
the enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken, omitted or suffered by it as Trustee,
the filing by any party litigant in such suit of an undertaking to pay the costs
of such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant; but the provisions of this Section 6.09 shall not apply to
any suit instituted by the Trustee, to any suit instituted by any holder of
Securities of any series or group of such holders, holding in the aggregate more
than ten percent in principal amount of the Outstanding Securities of such
series or to any suit instituted by any Securityholder for the enforcement of
the payment of the principal of, premium, if any, or interest, if any, on any
Security on or after the due date expressed in such Security, on or after the
date fixed for redemption or repayment or after such Security shall have become
due by declaration.

                                 ARTICLE SEVEN

                             CONCERNING THE TRUSTEE

     Section 7.01.  Duties and Responsibilities of Trustee.  With respect to
                    --------------------------------------
the holders of any series of Securities issued hereunder, the Trustee, prior to
the occurrence of an Event of Default with respect to the Securities of such
series and after the curing or waiving of all Events of Default which may have
occurred with respect to such series, undertakes to perform such duties and only
such duties as are specifically set forth in this Indenture. In case an Event of
Default with respect to the Securities of a series has occurred (which has not
been cured or waived) the Trustee shall exercise such of the rights and powers
vested in it by this Indenture with respect to such series, and use the same
degree of care and skill in their exercise, as a prudent man would exercise or
use under the circumstances in the conduct of his own affairs.

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

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

                                                                              27



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

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

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

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

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

          The provisions of this Section 7.01 are in furtherance of and subject
to Section 315 of the Trust Indenture Act of 1939.

          Section 7.02.  Reliance on Documents, Opinions, etc.  In furtherance
                         ------------------------------------
of and subject to the Trust Indenture Act of 1939, and subject to the provisions
of Section 7.01:

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

          (b)  any request, direction, order or demand of the Company mentioned
     herein shall be sufficiently evidenced by an instrument signed in the name
     of the Company by its President, its Chairman of the Board or any Vice
     President and its Treasurer or its Comptroller (unless other evidence in
     respect thereof be herein specifically prescribed); and any resolution of
     the Board of Directors of the Company may be evidenced to the Trustee by a
     copy thereof certified by the Secretary, an Assistant Secretary or an
     Attesting Secretary of the Company;

<PAGE>

                                                                              28


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

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

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

          (f)  the Trustee shall not be bound to make any inquiry or
     investigation into the facts or matters stated in any resolution,
     certificate, statement, instrument, opinion, report, notice, request,
     direction, consent, order, bond, note or other paper or document unless
     requested in writing so to do by the holders of a majority in aggregate
     principal amount of the Securities of any series affected then Outstanding;
     provided, however, that if the payment within a reasonable time to the
     --------  -------
     Trustee of the costs and expenses or liabilities likely to be incurred by
     it in the making of such investigation is, in the opinion of the Trustee,
     not reasonably assured to the Trustee by the security conferred upon it by
     the terms of this Indenture, the Trustee may require reasonable indemnity
     against such costs, expenses or liabilities as a condition to so
     proceeding; and the reasonable expense of such investigation shall be paid
     by the Company, or, if paid by the Trustee, shall be repaid by the Company
     upon demand; and

          (g)  the Trustee may execute any of the trusts or powers hereunder or
     perform any duties hereunder either directly or by or through agents or
     attorneys, 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.

          Section 7.03.  No Responsibility for Recitals, etc.  The recitals
                         -----------------------------------
contained herein and in the Securities shall be taken as the statements of the
Company (except in the Trustee's certificates of authentication), and the
Trustee assumes no responsibility for the correctness of the same. The Trustee
makes no representations as to the validity or sufficiency of this Indenture or
the Securities, provided that the Trustee shall not be relieved of its duty to
                --------
authenticate Securities only as authorized by this Indenture. The Trustee shall
not be accountable for the use or application by the Company or any of the
Securities or of the proceeds thereof.

     Section 7.04.  Ownership of Securities.  The Trustee and any agent of the
                    -----------------------
Company or of the Trustee, in its individual or any other capacity, may become
the owner or pledgee of Securities with the same rights it would have if it were
not Trustee or such agent.

     Section 7.05.  Moneys to be Held in Trust.  Subject to the provisions of
                    --------------------------
Sections 12.05 and 12.06 hereof, all moneys received by the Trustee or any
paying agent shall, until used or applied as herein provided, be held in trust
for the purposes for which they were received, but need not be segregated from
other funds except to the extent required by law. Neither the Trustee nor any
paying agent shall be under any liability for interest on any moneys received by
it hereunder except such as it may agree with the Company to pay thereon. So
long as no Event
<PAGE>

                                                                              29

of Default shall have occurred and be continuing, all interest allowed on any
such moneys shall be paid from time to time upon the written order of the
Company, signed by its President, Chairman or any Vice Chairman of the Board, or
any Vice President, Treasurer or Comptroller.

     Section 7.06.  Compensation and Expenses of Trustee.  The Company
                    ------------------------------------
covenants and agrees to pay to the Trustee from time to time, and the Trustee
shall be entitled to, reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust)
and, except as otherwise expressly provided, the Company will pay or reimburse
the Trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Trustee in accordance with any of the
provisions of this Indenture (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ) except any such expense, disbursement or advance as may arise from
its negligence or bad faith. If any property other than cash shall at any time
be subject to the lien of this Indenture, the Trustee, if and to the extent
authorized by a receivership or bankruptcy court of competent jurisdiction or by
the supplemental instrument subjecting such property to such lien, shall be
entitled to make advances for the purpose of preserving such property or of
discharging tax liens or other prior liens or encumbrances thereon. The Company
also covenants to indemnify the Trustee for, and to hold it harmless against,
any loss, liability or expense incurred without negligence or bad faith on the
part of the Trustee, arising out of or in connection with the acceptance or
administration of this trust and its duties hereunder, including the costs and
expenses of defending itself against any claim of liability in the premises. The
obligations of the Company under this Section 7.06 to compensate and indemnify
the Trustee and to pay or reimburse the Trustee for expenses, disbursements and
advances shall constitute additional indebtedness hereunder and shall survive
the satisfaction and discharge of this Indenture. Such additional indebtedness
shall be secured by a lien prior to that of the Securities upon all property and
funds held or collected by the Trustee as such, except funds held in trust for
the benefit of the holders of particular Securities.

     Section 7.07.  Officers' Certificate as Evidence.  Subject to the
                    ---------------------------------
provisions of Sections 7.01 and 7.02, whenever in the administration of the
provisions of this Indenture the Trustee shall deem it necessary or desirable
that a matter be proved or established prior to taking, omitting or suffering
any action to be taken hereunder, such matter (unless other evidence in respect
thereof be herein specifically prescribed) may, in the absence of negligence or
bad faith on the part of the Trustee, be deemed to be conclusively proved and
established by an Officers' Certificate delivered to the Trustee, and such
certificate, in the absence of negligence or bad faith on the part of the
Trustee, shall be full warrant to the Trustee for any action taken, omitted or
suffered by it under the provisions of this Indenture upon the faith thereof.

     Section 7.08.  Indentures Not Creating Potential Conflicting Interests
                    -------------------------------------------------------
for the Trustee.  The following indentures are hereby specifically described for
---------------
the purposes of Section 310(b)(1) of the Trust Indenture Act of 1939: this
Indenture with respect to the Securities of any other series.

     Section 7.09.  Eligibility of Trustee.  The Trustee hereunder shall at
                    ----------------------
all times be a corporation organized and doing business under the laws of the
United States or any state, which (a) is authorized under such laws to exercise
corporate trust powers and (b) is subject to supervision or examination by
Federal or State authority and (c) shall have at all times a combined capital
and surplus of not less than fifty million dollars. If such corporation
publishes reports of condition at least annually, pursuant to law, or to the
requirements of the aforesaid
<PAGE>

                                                                              30

supervising or examining authority, then for the purposes of this Section 7.09,
the combined capital and surplus of such corporation at any time shall be deemed
to be its combined capital and surplus as set forth in its most recent report of
condition so published. In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section 7.09, the Trustee
shall resign immediately in the manner and with the effect specified in Section
7.10.

     The provisions of this Section 7.09 are in furtherance of and subject to
Section 310(a) of the Trust Indenture Act of 1939.

     Section 7.10.  Resignation or Removal of Trustee.  (a)  The Trustee, or
                    ---------------------------------
any trustee or trustees hereafter appointed, may at any time resign with respect
to any one or more or all series of Securities by giving written notice of
resignation to the Company and by mailing notice thereof to the holders of the
applicable series of Securities at their addresses as they shall appear on the
registry books of the Company. Upon receiving such notice of resignation, the
Company shall promptly appoint a successor trustee or trustees with respect to
the applicable series by written instrument, in duplicate, executed by order of
the Board of Directors of the Company, one copy of which instrument shall be
delivered to the resigning Trustee and one copy to the successor trustee. If no
successor trustee shall have been so appointed with respect to any series and
have accepted appointment within 60 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, or any Securityholder
who has been a bona fide holder of a Security or Securities of the applicable
series for at least six months may, subject to the provisions of Section 6.09,
on behalf of himself and all others similarly situated, petition any such court
for the appointment of a successor trustee. Such court may thereupon, after such
notice, if any, as it may deem proper and prescribe, appoint a successor
trustee.

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

            (1)  the Trustee shall fail to comply with the provisions of Section
     310(b) of the Trust Indenture Act of 1939 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 or Securities
     of such series for at least six months, or

            (2)  the Trustee shall cease to be eligible in accordance with the
     provisions of Section 7.09 and Section 310(a) of the Trust Indenture Act of
     1939 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 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, the Company may remove the Trustee with respect to such
series and appoint a successor trustee with respect to such series by written
instrument, in duplicate, executed by order of the Board of Directors of the
Company, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee, or, subject to the provisions of
Section 315(e) of the Trust Indenture Act of 1939, any Securityholder who has
<PAGE>

                                                                              31


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

     (c)  The holders of a majority in aggregate principal amount of the
Securities of one or more series (each series voting as a class) or all series
at the time Outstanding may at any time remove the Trustee with respect to the
applicable series or all series, as the case may be, and appoint with respect to
the applicable series or all series, as the case may be, a successor trustee by
written notice of such action to the Company, the Trustee and the successor
trustee.

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

     (e)  No predecessor Trustee shall be liable for the acts or omissions of
any successor Trustee.

     Section 7.11.  Acceptance by Successor Trustee.  Any successor trustee
                    -------------------------------
appointed as provided in Section 7.10 shall execute, acknowledge and deliver to
the Company and to its predecessor trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee with respect to any or all applicable series shall become
effective and such successor trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, duties and
obligations with respect to such series of its predecessor hereunder, with like
effect as if originally named as trustee herein; but, nevertheless, on the
written request of the Company or of the successor trustee, the trustee ceasing
to act shall, upon payment (or due provision therefor) of any amounts then due
it pursuant to the provisions of Section 7.06, execute and deliver an instrument
transferring to such successor trustee all the rights and powers with respect to
such series of the trustee so ceasing to act. Upon request of any such successor
trustee, the Company shall execute any and all instruments in writing in order
more fully and certainly to vest in and confirm to such successor trustee all
such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a
lien upon all property or funds held or collected by such trustee to secure any
amounts then due it pursuant to the provisions of Section 7.06.

     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 retiring 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.
<PAGE>

                                                                              32

     No successor trustee with respect to a series of Securities shall accept
appointment as provided in this Section 7.11 unless at the time of such
acceptance such successor trustee shall, with respect to such series, be
qualified under Section 310(b) of the Trust Indenture Act of 1939 and eligible
under the provisions of Section 7.09.

     Upon acceptance of appointment by a successor trustee with respect to any
series as provided in this Section 7.11, the Company shall mail notice of the
succession of such trustee hereunder to the holders of Securities of such series
at their addresses as they shall appear on the registry books of the Company.
If the Company fails to mail such notice within ten days after the acceptance of
appointment by the successor trustee, the successor trustee shall cause such
notice to be mailed at the expense of the Company.

     Section 7.12.  Succession by Merger, etc. 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 to
the Trustee hereunder, provided such corporation shall be qualified under
Section 310(b) of the Trust Indenture Act of 1939 and eligible under the
provisions of Section 7.09, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding.

     In case at the time such successor to the Trustee shall succeed to the
trust created by this Indenture with respect to one or more series of
Securities, any of such Securities shall have been authenticated but not
delivered, any such successor to the Trustee by merger, conversion or
consolidation may adopt the certificate of authentication of any predecessor
trustee, and deliver such Security so authenticated; and in case at that time
any of such Securities shall not have been authenticated, any successor to the
Trustee may authenticate such Securities either in the name of such successor to
the Trustee or, if such successor to the Trustee is a successor by merger,
conversion or consolidation the name of any predecessor hereunder; and in all
such cases such certificate shall have the full force which it is anywhere in
such Securities or in this Indenture provided that the certificate of the
Trustee shall have.

     Section 7.13.  Other Matters Concerning the Trustee.  The principal
                    ------------------------------------
corporate trust office of the Trustee at the date of this Indenture is located
at 450 West 33/rd/ Street, New York, New York 10001, Attn: Institutional Trust
Services.

     Section 7.14.  Appointment of Authenticating Agent.  The Trustee may
                    -----------------------------------
appoint an Authenticating Agent or Agents which shall be authorized to act on
behalf of the Trustee to authenticate Securities issued upon original issue and
upon exchange, registration of transfer, partial conversion or partial
redemption or pursuant to Section 2.07, and Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory for
all purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital
<PAGE>

                                                                              33

and surplus of not less than $50,000,000 and subject to supervision or
examination by Federal or State authority. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such Authenticating Agent
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section,
such Authenticating Agent shall resign immediately in the manner and with the
effect specified in this Section.

     Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of 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 to the Company.  The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such Authenticating Agent and to the Company.  Upon receiving such a notice
of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders as their
names and addresses appear in the Security 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 Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section.

     If an appointment is made pursuant to this Section, the Securities may have
endorsed thereon, in addition to the Trustee's certificate of authentication, an
alternative certificate of authentication in the following form:

Dated:

     This is one of the Securities described in the within-mentioned Indenture.
<PAGE>

                                                                              34

                              The Chase Manhattan Bank,

                                     As Trustee



                              By: _______________________
                                  As Authenticating Agent



                              By: _______________________
                                  Authorized Signatory
<PAGE>

                                                                              35

                                 ARTICLE EIGHT

                        CONCERNING THE SECURITYHOLDERS

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

     Section 8.02.  Proof of Execution by Securityholders.  Subject to the
                    -------------------------------------
provisions of Section 7.01, 7.02 and 9.06, proof of the execution of any
instrument by a Securityholder or his agent or proxy shall be sufficient if made
in accordance with such reasonable rules and regulations as may be prescribed by
the Trustee or in such manner as shall be reasonably satisfactory to the
Trustee. The ownership of Securities shall be proved by the registry books of
the Company or by a certificate of the person designated by the Company to act
as repository in accordance with the provisions of Section 2.06.

     The record of any Securityholders' meeting shall be proved in the manner
provided in Section 9.07.

     The Company may set a record date for purposes of determining the identity
of holders of Securities of any series entitled to vote or consent to or revoke
any action referred to in Section 8.01, which record date may be set at any time
or from time to time by notice to the Trustee, for any date or dates (in the
case of any adjournment or reconsideration) not more than 60 days nor less than
five days prior to the proposed date of such vote or consent, and thereafter,
notwithstanding any other provisions hereof, with respect to Securities of any
series, only holders of Securities of such series of record on such record date
shall be entitled to so vote or give such consent or revoke such vote or
consent.

     Section 8.03.  Who Are Deemed Absolute Owners.  The Company, the Trustee
                    ------------------------------
and any agent of the Company or of the Trustee may deem the person in whose name
any Security shall be registered upon the books of the Company to be, and may
treat him as, the owner of such Security (whether or not such Security shall be
overdue and notwithstanding any notation of ownership or other writing thereon)
for the purpose of receiving payment of or on account of the principal of,
premium, if any, and (subject to Section 2.04) interest, if any, on such
Security and for all other purposes; and neither the Company nor the Trustee nor
any agent of the Company or of the Trustee shall be affected by any notice to
the contrary. All such payments so made to any holder for the time being, or
upon his order, shall be valid, and, to the extent of the sum or sums so paid,
effectual to satisfy and discharge the liability for moneys payable upon any
such Security.
<PAGE>

                                                                              36

     No holder of a beneficial interest in any Security in global form held on
its behalf by a depositary shall have any rights under this Indenture with
respect to such Security in global form, and such depositary may be treated by
the Company, the Trustee, and any agent of the Company or the Trustee as the
owner of such Security for all purposes whatsoever.  None of the Company, the
Trustee or any agent of the Company or the Trustee will have any responsibility
or liability for any aspect of the records relating to or payments made on
account of beneficial ownership interests of a Security in global form or
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.

     Section 8.04.  Company-Owned Securities Disregarded.  In determining
                    ------------------------------------
whether the holders of the requisite aggregate principal amount of Securities
have concurred in any demand, request, notice, direction, consent or waiver
under this Indenture, Securities which are owned by the Company or any other
obligor on the Securities with respect to which such determination is being made
or by any person directly or indirectly controlling or controlled by or under
direct or indirect common control with the Company or any other obligor on the
Securities with respect to which such determination is being made shall be
disregarded and deemed not to be Outstanding for the purpose of any such
determination; provided, that for the purposes of determining whether the
               --------
Trustee shall be protected in relying on any such demand, request, notice,
direction, consent or waiver only Securities which the Trustee knows are so
owned shall be so disregarded. Securities so owned which have been pledged in
good faith may be regarded as Outstanding for the purposes of this Section 8.04
if the pledgee shall establish to the satisfaction of the Trustee the pledgee's
right to vote such Securities and that the pledgee is not a person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company or any such other obligor. In the case of a dispute as
to such right, any decision by the Trustee taken upon the advice of counsel
shall be full protection to the Trustee.

     Section 8.05.  Revocation of Consents; Future Holders Bound.  At any time
                    --------------------------------------------
prior to (but not after) the evidencing to the Trustee, as provided in Section
8.01, of the taking of any action by the holders of the percentage in aggregate
principal amount of the Securities of any or all series, as the case may be,
specified in this Indenture in connection with such action, any holder of a
Security which is shown by the evidence to be included in the Securities the
holders of which have consented to such action may, by filing written notice
with the Trustee at its principal office and upon proof of holding as provided
in Section 8.02, revoke such action so far as concerns such Security. Except as
aforesaid any such action taken by the holder of any Security shall be
conclusive and binding upon such holder and upon all future holders of such
Security, irrespective of whether or not any notation in regard thereto is made
upon such Security or any Security issued in exchange or substitution therefor.

                                 ARTICLE NINE

                           SECURITYHOLDERS' MEETINGS

     Section 9.01.  Purposes of Meetings.  A meeting of holders of Securities of
                    --------------------
any or all series may be called at any time and from time to time pursuant to
the provisions of this Article Nine for any of the following purposes:

     (1)  to give any notice to the Company or to the Trustee, or to give any
   directions to the Trustee, or to consent to the waiving of any default
   hereunder and its consequences, or to
<PAGE>

                                                                              37

   take any other action authorized to be taken by Securityholders pursuant to
   any of the provisions of Article Six;

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

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

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

     Section 9.02.  Call of Meetings by Trustee.  The Trustee may at any time
                    ---------------------------
call a meeting of holders of Securities of any or all series to take any action
specified in Section 9.01, to be held at such time and at such place in the
Borough of Manhattan, The City of New York, as the Trustee shall determine.
Notice of every meeting of the holders of Securities of any or all series,
setting forth the time and the place of such meeting and in general terms the
action proposed to be taken at such meeting, shall be mailed to holders of
Securities of each series affected at their addresses as they shall appear on
the registry books of the Company. Such notice shall be mailed not less than 10
nor more than 90 days prior to the date fixed for the meeting.

     Section 9.03.  Call of Meetings by Company or Securityholders.  In case at
                    ----------------------------------------------
any time the Company, pursuant to a resolution of its Board of Directors, or the
holders of at least ten percent in aggregate principal amount of the Securities
then Outstanding of any series that may be affected by the action proposed to be
taken at the meeting, shall have requested the Trustee to call a meeting of the
holders of Securities of all series that may be so affected, by written request
setting forth in reasonable detail the action proposed to be taken at the
meeting, and the Trustee shall not have mailed the notice of such meeting within
20 days after receipt of such request, then the Company or such Securityholders,
in the amount specified above, may determine the time and the place in said
Borough of Manhattan for such meeting and may call such meeting to take any
action authorized in Section 9.01, by mailing notice thereof as provided in
Section 9.02.

     Section 9.04.  Qualifications for Voting.  To be entitled to vote at any
                    -------------------------
meeting of Securityholders a person shall (a) be a holder of one or more
Securities with respect to which such meeting is being held or (b) be a person
appointed by an instrument in writing as proxy by a holder of one or more such
Securities. The only persons who shall be entitled to be present or to speak at
any meeting of Securityholders shall be the persons entitled to vote at such
meeting and their counsel and any representatives of the Trustee and its counsel
and any representatives of the Company and its counsel.

     Section 9.05.  Quorum; Adjourned Meetings.  The Persons entitled to vote a
                    --------------------------
majority in aggregate principal amount of the Securities of the relevant series
at the time Outstanding shall constitute a quorum for the transaction of all
business specified in Section 9.01. No business shall be transacted in the
absence of a quorum (determined as provided in this Section 9.05). In the
absence of a quorum within 30 minutes after the time appointed for any such
meeting, the meeting shall, if convened at the request of the holders of
Securities (as provided in Section 9.03), be dissolved. In any other case the
meeting shall be adjourned for a period of not less than ten days as determined
by the chairman of the meeting. In the absence of a quorum at any such
<PAGE>

                                                                              38

adjourned meeting, such adjourned meeting shall be further adjourned for a
period of not less than ten days as determined by the chairman of the meeting.
Notice of the reconvening of any adjourned meeting shall be given as provided in
Section 9.02, except that such notice must be mailed not less than five days
prior to the date on which the meeting is scheduled to be reconvened.

     Subject to the foregoing, at the second reconvening of any meeting
adjourned for lack of a quorum, the Persons entitled to vote 25% in aggregate
principal amount of the Securities of the relevant series then Outstanding shall
constitute a quorum for the taking of any action set forth in the notice of the
original meeting.  Notice of the reconvening of an adjourned meeting shall state
expressly the percentage of the aggregate principal amount of the Securities of
the relevant series then Outstanding which shall constitute a quorum.

     At a meeting or any adjourned meeting duly convened and at which a quorum
is present as aforesaid, any resolution and all matters (except as limited by
the proviso in Section 10.02) shall be effectively passed and decided if passed
or decided by the Persons entitled to vote the lesser of (a) a majority in
aggregate principal amount of the Securities of the relevant series then
Outstanding and (b) 75% in aggregate principal amount of the Securities
represented and voting at the meeting.

     Any holder of a Security who has executed in person or by proxy and
delivered to the Trustee an instrument in writing complying with the provisions
of Article Eight shall be deemed to be present for the purposes of determining a
quorum and be deemed to have voted; provided that such holder of a Security
shall be considered as present or voting only with respect to the matters
covered by such instrument in writing.

     Section 9.06.  Regulations.  Notwithstanding any other provisions of this
                    -----------
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Securityholders, in regard to proof of the holder
of Securities and of the appointment of proxies, and in regard to the
appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall think fit.

     The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Securityholders, as provided in Section 9.03, in which case the
Company or the Securityholders calling the meeting, as the case may be, shall in
like manner appoint a temporary chairman.  A permanent chairman and a permanent
secretary of the meeting shall be elected by majority vote of the meeting.

     Subject to the provisions of Section 8.04, at any meeting each holder of
Securities with respect to which such meeting is being held or proxy shall be
entitled to one vote for each $1,000 principal amount (in the case of Original
Issue Discount Securities, such principal amount to be determined as provided in
the definition of "Security or Securities; Outstanding" in Section 1.01) of such
Securities held or represented by him; provided, however, that no vote shall be
                                       --------  -------
cast or counted at any meeting in respect of any such Security challenged as not
Outstanding and ruled by the chairman of the meeting to be not Outstanding.  The
chairman of the meeting shall have no right to vote other than by virtue of such
Securities held by him or instruments in writing as aforesaid duly designating
him as the person to vote on behalf of other such Securityholders.  Any meeting
of holders of Securities with respect to which a meeting was duly called
pursuant to
<PAGE>

                                                                              39

the provisions of Section 9.02 or 9.03 may be adjourned from time to time by a
majority of those present, whether or not constituting a quorum, and the meeting
may be held as so adjourned without further notice.

     Section 9.07.  Voting.  The vote upon any resolution submitted to any
                    ------
meeting of holders of Securities with respect to which such meeting is being
held shall be by written ballots on which shall be subscribed the signatures of
such holders of Securities or of their representatives by proxy and the
principal amount (in the case of Original Issue Discount Securities, such
principal amount to be determined as provided in the definition of "Security or
Securities; Outstanding" in Section 1.01) and number or numbers of such
Securities held or represented by them. The permanent chairman of the meeting
shall appoint two inspectors of votes who shall count all votes cast at the
meeting for or against any resolution and who shall make and file with the
secretary of the meeting their verified written reports in duplicate of all
votes cast at the meeting. A record in duplicate of the proceedings of each
meeting of Securityholders shall be prepared by the secretary of the meeting and
there shall be attached to said record the original reports of the inspectors of
votes on any vote by ballot taken thereat and affidavits by one or more persons
having knowledge of the facts setting forth a copy of the notice of the meeting
and showing that said notice was mailed as provided in Section 9.02. The record
shall show the principal amount of the Securities (in the case of Original Issue
Discount Securities, such principal amount to be determined as provided in the
definition of "Security or Securities; Outstanding" in Section 1.01) voting in
favor of or against any resolution. The record shall be signed and verified by
the affidavits of the permanent chairman and secretary of the meeting and one of
the duplicates shall be delivered to the Company and the other to the Trustee to
be preserved by the Trustee, the latter to have attached thereto the ballots
voted at the meeting.

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

     Section 9.08.  No Delay of Rights by Meeting.  Nothing in this Article Nine
                    -----------------------------
contained shall be deemed or construed to authorize or permit, by reason of any
call of a meeting of Securityholders of any or all series or any rights
expressly or impliedly conferred hereunder to make such call, any hindrance or
delay in the exercise of any right or rights conferred upon or reserved to the
Trustee or to the Securityholders of any or all such series under any of the
provisions of this Indenture or of the Securities.

                                  ARTICLE TEN

                            SUPPLEMENTAL INDENTURES

     Section 10.01. Supplemental Indentures without Consent of Securityholders.
                    ----------------------------------------------------------
The Company, when authorized by resolution of the Board of Directors, and the
Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto for one or more of the following purposes:

     (a)  to evidence the succession of another corporation to the Company, or
   successive successions, and the assumption by the successor corporation of
   the covenants, agreements and obligations of the Company pursuant to Article
   Eleven hereof;
<PAGE>

                                                                              40

     (b)  to add to the covenants of the Company such further covenants,
   restrictions or conditions for the protection of the holders of all or any
   series of Securities (and if such covenants are to be for the benefit of less
   than all series of Securities, stating that such covenants are expressly
   being included for the benefit of such series) as the Board of Directors of
   the Company and the Trustee shall consider to be for the protection of the
   holders of such Securities, and to make the occurrence, or the occurrence and
   continuance, of a default in any of such additional covenants, restrictions
   or conditions a default or an Event of Default permitting the enforcement of
   all or any of the several remedies provided in this Indenture as herein set
   forth; provided, however, that in respect of any such additional covenant,
          --------  -------
   restriction or condition such supplemental indenture may provide for a
   particular period of grace after default (which period may be shorter or
   longer than that allowed in the case of other defaults) or may provide for an
   immediate enforcement upon such default or may limit the remedies available
   to the Trustee upon such default;

     (c)  to provide for the issuance under this Indenture of Securities in
   coupon form (including Securities registrable as to principal only) and to
   provide for exchangeability of such Securities with the Securities of the
   same series issued hereunder in fully registered form and to make all
   appropriate changes for such purpose;

     (d)  to establish the forms or terms of Securities of any series or of the
   Coupons appertaining to such Securities as permitted by Sections 2.01 and
   2.02;

     (e)  to cure any ambiguity or to correct or supplement any provision
   contained herein or in any supplemental indenture which may be defective or
   inconsistent with any other provision contained herein or in any supplemental
   indenture, or to make such other provisions in regard to matters or questions
   arising under this Indenture which shall not adversely affect the interests
   of the holders of any Securities; and

     (f)  to evidence and provide for the acceptance of appointment hereunder by
   a successor trustee with respect to the Securities of one or more series or
   to add to or change any of the provisions of this Indenture as shall be
   necessary to provide for or facilitate the administration of the trusts
   hereunder by more than one trustee, pursuant to the requirements of Section
   7.11 or pursuant to Section 2.02 (17)

     The Trustee is hereby authorized to join with the Company in the execution
of any such supplemental indenture, to make any further appropriate agreements
and stipulations which may be therein contained and to accept the conveyance,
transfer and assignment of any property thereunder, but the Trustee shall not be
obligated to, but may in its discretion, enter into any such supplemental
indenture which affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

     Any supplemental indenture authorized by the provisions of this Section
10.01 may be executed by the Company and the Trustee without the consent of the
holders of any of the Securities at the time Outstanding, notwithstanding any of
the provisions of Section 10.02.

     Section 10.02. Supplemental Indentures with Consent of Securityholders.
                    -------------------------------------------------------
With the consent (evidenced as provided in Section 8.01 and 8.02) of the holders
of a majority in the aggregate principal amount of the Securities of each series
(each series voting as a class) affected by such supplemental indenture at the
time Outstanding, the Company and the Trustee may from
<PAGE>

                                                                              41


time to time and at any time 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 any supplemental
indenture or of modifying in any manner the rights of the holders of the
Securities or each such series; provided, however, that no such supplemental
                                --------  -------
indenture shall (i) extend the fixed maturity of any Security, or reduce the
rate or extend the time of payment of interest, if any, thereon, or reduce the
principal amount or premium, if any, thereof, or make the principal thereof or
premium, if any, or interest, if any, thereon payable in any coin or currency
other than that provided in any Security, or impair the right of any holder of a
Security to institute suit for any such payment, or reduce the amount of the
principal of an Original Issue Discount Security that would be due and payable
upon an acceleration of the maturity thereof pursuant to Section 6.01 or
adversely affect the right of repayment, if any, at the option of the holder, or
extend the time, or reduce the amount of any payment to any sinking fund or
analogous obligation relating to any Security, (ii) reduce the percentage in
principal amount of Securities of any series, the holders of which are required
to consent to any such supplemental indenture or any waiver of any past default
or Event of Default pursuant to Section 6.07(b), or (iii) modify any provision
of Section 6.07(b) or 10.02 (except to increase any such percentage or to
provide that certain other provisions of the Indenture cannot be modified or
waived without the consent of the holder of each Security so affected), without,
in the case of each of the foregoing clauses (i), (ii) and (iii), the consent of
the holder of each Security so affected. A supplemental indenture which changes
or eliminates any covenant or other provision of this Indenture which has
expressly been included solely for the benefit of one or more particular series
of Securities, or which modifies the rights of the holders of Securities of such
series with respect to such covenant or other provision, shall be deemed not to
affect the rights under this Indenture of the holders of Securities of any other
series.

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

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

     Section 10.03. Compliance with Trust Indenture Act; Effect of Supplemental
                    -----------------------------------------------------------
Indentures.  Any supplemental indenture executed pursuant to the provisions of
----------
this Article Ten shall comply with the Trust Indenture Act of 1939, as then in
effect. Upon the execution of any supplemental indenture pursuant to the
provisions of this Article Ten, this Indenture shall be deemed to be modified
and amended in accordance therewith and the respective rights, limitations of
rights, obligations, duties and immunities under this Indenture of the Trustee,
the Company and the holders of the Securities shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such modifications
and amendments, and all the terms and conditions of any such supplemental
indenture shall be and be deemed to be part of the terms and conditions of this
Indenture for any and all purposes.
<PAGE>

                                                                              42

     Section 10.04. Notation on Securities.  Securities authenticated and
                    ----------------------
delivered after the execution of any supplemental indenture pursuant to the
provisions of this Article Ten may bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture. If the
Company or the Trustee shall so determine, new Securities of any series so
modified as to conform, in the opinion of the Trustee and the Board of
Directors, to any modification of this Indenture contained in any such
supplemental indenture may be prepared and executed by the Company,
authenticated by the Trustee and delivered in exchange for the Securities of
such series then Outstanding.

     Section 10.05. Evidence of Compliance of Supplemental Indenture to be
                    ------------------------------------------------------
Furnished Trustee.  The Trustee, subject to the provisions of Sections 7.01 and
-----------------
7.02, may receive an Officers' Certificate and an Opinion of Counsel as
conclusive evidence that any supplemental indenture executed pursuant hereto
complies with the requirements of this Article Ten.

                                ARTICLE ELEVEN

                   CONSOLIDATION, MERGER, SALE OR CONVEYANCE

     Section 11.01. Company May Not Consolidate, etc., Except Under Certain
                    -------------------------------------------------------
Conditions.  The Company covenants that it will not merge or consolidate with
----------
any other Person or sell, convey, transfer or otherwise dispose of all or
substantially all of its assets to any other Person, unless (i) either the
Company shall be the continuing corporation, or the successor Person (if other
than the Company) shall be a corporation or a limited liability company
organized and existing under the laws of the United States of America or a state
thereof and such corporation or limited liability company shall expressly assume
the due and punctual payment of the principal of, and premium, if any, and
interest, if any, on all the Securities according to their tenor, and the due
and punctual performance and observance of all of the covenants and conditions
of this Indenture to be performed by the Company by supplemental indenture
satisfactory to the Trustee, executed and delivered to the Trustee by such
corporation, and (ii) the Company or such successor corporation or limited
liability company, as the case may be, shall not, immediately after such merger
or consolidation, or such sale, conveyance, transfer or other disposition, be in
default in the performance of any such covenant or condition. In the event of
any such sale, conveyance (other than by way of lease), transfer or other
disposition, the predecessor company may be dissolved, wound up and liquidated
at any time thereafter.

     Section 11.02. Successor Corporation or Limited Liability Company to be
                    --------------------------------------------------------
Substituted.  In case of any such consolidation, merger, sale, conveyance (other
-----------
than by way of lease), transfer or other disposition, and upon any such
assumption by the successor corporation, such successor corporation or limited
liability company shall succeed to and be substituted for the Company, with the
same effect as if it had been named herein as the Company, and the Company shall
be relieved of any further obligation under this Indenture and under the
Securities. Such successor corporation or limited liability company thereupon
may cause to be signed, and may issue either in its own name or in the name of
GE Financial Assurance Holdings, Inc., any or all of the Securities issuable
hereunder which theretofore shall not have been signed by the Company and
delivered to the Trustee; and, upon the order of such successor corporation or
limited liability company, instead of the Company, and subject to all the terms,
conditions and limitations in this Indenture prescribed, the Trustee shall
authenticate and shall deliver any Securities which
<PAGE>

                                                                              43

previously shall have been signed and delivered by the officers of the Company
to the Trustee for authentication, and any Securities which such successor
corporation or limited liability company thereafter shall cause to be signed and
delivered to the Trustee for that purpose. All the Securities so issued shall in
all respects have the same legal rank and benefit under this Indenture as the
Securities theretofore or thereafter issued in accordance with the terms of this
Indenture as though all of such Securities had been issued at the date of the
execution hereof.

     In case of any such consolidation, merger, sale, conveyance, transfer or
other disposition, such changes in phraseology and form (but not in substance)
may be made in the Securities thereafter to be issued as may be appropriate.

     Section 11.03. Documents to be Given Trustee.  The Trustee, subject to the
                    -----------------------------
provisions of Sections 7.01 and 7.02, may receive an Officers' Certificate and
an Opinion of Counsel as conclusive evidence that any such consolidation,
merger, sale, conveyance, transfer or other disposition, and any such
assumption, comply with the provisions of this Article Eleven.

                                ARTICLE TWELVE

                    SATISFACTION AND DISCHARGE OF INDENTURE

     Section 12.01. Discharge of Indenture.  When (a) the Company shall deliver
                    ----------------------
to the Trustee for cancellation all Securities theretofore authenticated (other
than any Securities which shall have been destroyed, lost or stolen or in lieu
of or in substitution for which other Securities shall have been authenticated
and delivered, or which shall have been paid, pursuant to the provisions of
Section 2.07 or Securities for whose payment money has theretofore been
deposited in trust and thereafter repaid to the Company as provided in Section
12.06) and not theretofore cancelled, or (b) all the Securities not theretofore
cancelled or delivered to the Trustee for cancellation shall have become due and
payable, or are by their terms to become due and payable within one year or are
to be called for redemption within one year under arrangements satisfactory to
the Trustee for the giving of notice of redemption, and the Company shall
deposit with the Trustee, in trust, funds sufficient to pay at maturity or upon
redemption all of the Securities (other than any (i) Securities which shall have
been destroyed, lost or stolen and in lieu of or in substitution for which other
Securities shall have been authenticated and delivered, or which shall have been
paid, pursuant to the provisions of Section 2.07 or (ii) Securities for whose
payment money has theretofore been deposited in trust and thereafter repaid to
the Company as provided in Section 12.06) not theretofore cancelled or delivered
to the Trustee for cancellation, including principal, premium, if any, and
interest, if any, due or to become due to such date of maturity or date fixed
for redemption, as the case may be, and if in either case the Company shall also
pay or cause to be paid all other sums payable hereunder by the Company, then
this Indenture shall cease to be of further effect (except as to (i) rights of
registration of transfer and exchange of Securities, (ii) substitution of
mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of
holders to receive payments of principal thereof and interest thereon, and
remaining rights of the holders to receive mandatory sinking fund payments, if
any, (iv) the rights, obligations and immunities of the Trustee hereunder and
(v) the rights of the Securityholders as beneficiaries hereof with respect to
the property so deposited with the Trustee payable to all or any of them), and
the Trustee, on demand of the Company accompanied by an Officers' Certificate
and an Opinion of Counsel and at the cost and expense
<PAGE>

                                                                              44

of the Company, shall execute proper instruments acknowledging satisfaction of
and discharging this Indenture, the Company, however, hereby agreeing to
reimburse the Trustee for any costs or expenses thereafter reasonably and
properly incurred by the Trustee in connection with this Indenture or the
Securities.

     Section 12.02. Legal Defeasance.  On the 91st day following the deposit
                    ----------------
referred to in clause (a), the Company will be deemed to have paid and will be
discharged from its obligations in respect of the Securities of the series with
respect to which such deposit shall have been made and the Indenture with
respect to such Securities, other than (i) the rights of the Securityholders of
Outstanding Securities of such series to receive, solely from the trust fund
described in clause (a), payments in respect of the principal of and interest on
such securities when such payments are due and (ii) its obligations in Article
Two and Sections 4.02, 7.06, 7.10, 12.06 and 12.07; provided the following
conditions have been satisfied:

     (a)  The Company has irrevocably deposited in trust with the Trustee, as
trust funds solely for the benefit of the Securityholders of such series, money
sufficient, or U.S. Government Obligations, the principal of and interest on
which shall be sufficient, or a combination thereof sufficient, in the opinion
of a nationally recognized firm of independent public accountants expressed in a
written certificate thereof delivered to the Trustee, without consideration of
any reinvestment, to pay principal of and premium, interest if any, on the
Securities of such series to maturity or redemption, as the case may be,
provided that any redemption before maturity has been irrevocably provided for
under arrangements satisfactory to the Trustee.

     (b)  The deposit will not result in a breach or violation of, or constitute
a default under, the Indenture or any other agreement or instrument to which the
Company is a party or by which it is bound.

     (c)  The Company has delivered to the Trustee either (x) a ruling received
from the Internal Revenue Service to the effect that the holders of the
Securities of such series will not recognize income, gain or loss for federal
income tax purposes as a result of the defeasance and will be subject to federal
income tax on the same amount and in the same manner and at the same times as
would otherwise have been the case or (y) an Opinion of Counsel, based on a
change in law after the date of the Indenture, to the same effect as the ruling
described in clause (x).

     (d)  The Company has delivered to the Trustee an Officers' Certificate and
an Opinion of Counsel, in each case stating that all conditions precedent
provided for herein relating to the defeasance have been complied with.

     Prior to the end of the 91-day period, none of the Company's obligations
under the Indenture with respect to the Securities of such series will be
discharged. Thereafter, the Trustee, upon the request and at the cost and
expense of the Company, will acknowledge in writing the discharge of the
Company's obligations under the Securities of such series and the Indenture with
respect to such series except for the surviving obligations specified above.

     As used herein, "U.S. Government Obligation" means (x) any security which
is (i) a direct obligation of the United States of America for the payment of
which its full faith and credit is pledged or (ii) an obligation 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>

                                                                              45

unconditionally guaranteed as a full faith and credit obligation by the United
States of America, which, in either case (i) or (ii), is not callable or
redeemable at the option of the issuer thereof, and (y) any depositary receipt
issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933)
as custodian with respect to any U.S. Government Obligation which is specified
in clause (x) above and held by such bank for the account of the holder of such
depositary receipt, or with respect to any specific payment of principal of or
interest on any U.S. Government Obligation which is so specified and held,
provided that (except as required by law) such custodian is not authorized to
--------
make any deduction from the amount payable to the holder of such depositary
receipt from any amount received by the custodian in respect of the U.S.
Government Obligation or the specific payment of principal or interest evidenced
by such depositary receipt.

     Section 12.03. Covenant Defeasance.  After the 91st day following the
                    -------------------
deposit referred to in clause (a) with respect to the Securities of a series,
the Company's obligations set forth in the covenant or covenants for such series
of Securities established as contemplated by Section 2.02(19) will terminate,
and clauses (d) (to the extent relating to such covenant or covenants), (e) and
(h) of Section 6.01 will no longer constitute Events of Default with respect to
the Securities of a series, provided the following conditions have been
satisfied:

     (a)  the Company has complied with clauses (a), (b) and (d) of Section
12.02; and

     (b)  the Company has delivered to the Trustee an Opinion of Counsel to the
effect that the holders of the Securities of such series will not recognize
income, gain or loss for federal income tax purposes as a result of the
defeasance and will be subject to federal income tax on the same amount and in
the same manner and at the same times as would otherwise have been the case.

     Except as specifically stated above, none of the Company's obligations
under the Indenture will be discharged.

     Section 12.04. Deposited Moneys to be Held in Trust by Trustee;
                    -----------------------------------------------
Miscellaneous Provisions.  All moneys and U.S. Government Obligations (including
------------------------
the proceeds thereof) deposited with the Trustee pursuant to the provisions of
Section 12.01, 12.02 or 12.03 shall be held in trust and applied by it to the
payment, either directly or through any paying agent (including the Company if
acting as its own paying agent), to the holders of the particular Securities for
payment or redemption of which such moneys or U.S. Government Obligations have
been deposited with the Trustee, of all sums due and to become due thereon for
principal, premium, if any, and interest, if any.

     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 12.01 or 12.03 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 Securities.

     Anything in this Article to the contrary notwithstanding, the Trustee shall
deliver or pay to the Company from time to time upon request of the Company any
money or U.S. Government Obligations held by it as provided in Section 12.02 or
12.03 with respect to any Securities which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, are in excess of the amount
thereof which would then be required to be deposited to effect the legal
defeasance or covenant defeasance, as the case may be, with respect to such
Securities.
<PAGE>

                                                                              46

     Section 12.05. Paying Agent to Repay Moneys Held.  Upon the satisfaction
                    ---------------------------------
and discharge of this Indenture all moneys then held by any paying agent of the
Securities (other than the Trustee) shall, upon demand of the Company, be repaid
to it or paid to the Trustee, and thereupon such paying agent shall be released
from all further liability with respect to such moneys.

     Section 12.06. Return of Unclaimed Moneys.  Any moneys deposited with or
                    --------------------------
paid to the Trustee for payment of the principal of, premium, if any, or
interest, if any, on Securities of any series and not applied but remaining
unclaimed by the holders of Securities of that series for two years after the
date upon which the principal of, premium, if any, or interest, if any, on such
Securities, as the case may be, shall have become due and payable, shall be
repaid to the Company by the Trustee on written demand; and the holder of any
such Securities shall thereafter look only to the Company for any payment which
such holder may be entitled to collect and all liability of the Trustee with
respect to such money shall thereupon cease.

     Section 12.07. Reinstatement.  If and for so long as the Trustee is unable
                    -------------
to apply any money or U.S. Government Obligations held in trust pursuant to
Section 12.01, 12.02 or 12.03 by reason of any legal proceeding or by reason of
any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, the Company's obligations
under the Indenture and the Securities will be reinstated as though no such
deposit in trust had been made. If the Company makes any payment of principal of
or interest on any Securities because of the reinstatement of its obligations,
it will be subrogated to the rights of the Securityholders of such Securities to
receive such payment from the money or U.S. Government Obligations held in
trust.

                               ARTICLE THIRTEEN

                   IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                            OFFICERS AND DIRECTORS

     Section 13.01. Indenture and Securities Solely Corporate Obligations.  No
                    -----------------------------------------------------
recourse for the payment of the principal of, premium, if any, or interest, if
any, on any Security, or for any claim based thereon or otherwise in respect
thereof, and no recourse under or upon any obligation, covenant or agreement of
the Company in this Indenture or in any supplemental indenture, or in any
Security, or because of the creation of any indebtedness represented thereby,
shall be had against any incorporator, stockholder, officer or director, as
such, past, present or future, of the Company or of any successor corporation,
either directly or through the Company or any successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that all such
liability is hereby expressly waived and released as a condition of, and as a
consideration for, the execution of this Indenture and the issue of the
Securities.
<PAGE>

                                                                              47

                               ARTICLE FOURTEEN

                           MISCELLANEOUS PROVISIONS

     Section 14.01. Provisions Binding on Company's Successors.  All the
                    ------------------------------------------
covenants, stipulations, promises and agreements in this Indenture contained by
the Company shall bind its successors and assigns whether so expressed or not.

     Section 14.02. Official Acts by Successor Corporation.  Any act or
                    --------------------------------------
proceeding by any provision of this Indenture authorized or required to be done
or performed by any board, committee or officer of the Company shall and may be
done and performed with like force and effect by the like board, committee or
officer of any corporation that shall at the time be the lawful sole successor
of the Company.

     Section 14.03. Addresses for Notices, Notice to Holders, Waiver.  Any
                    ------------------------------------------------
notice or demand which by any provision of this Indenture is required or
permitted to be given or served by the Trustee or by the holders of Securities
on the Company may be given or served by being deposited postage prepaid by
first class mail in a post office letter box addressed (until another address in
filed by the Company with the Trustee) to GE Financial Assurance Holdings, Inc.,
6604 West Broad Street, Richmond, Virginia 23230. Any notice, direction, request
or demand by any Securityholder to or upon the Trustee shall be deemed to have
been sufficiently given or made, for all purposes, if given or made in writing
at the principal office of the Trustee, addressed to the attention of its
corporate trust office as specified in Section 7.13 hereof.

     Where this Indenture provides for notice of holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each holder affected
by such event, at his address as it appears in the Security register, not later
than the latest date (if any), and not earlier than the earliest date (if any),
prescribed for the giving of such notice.  In any case where notice to holders
is given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular holder shall affect the sufficiency of such
notice with respect to other holders.  Where this Indenture provides for notice
in any manner, such notice may be waived in writing by the Person entitled to
receive such notice, either before or after the event, and such waiver shall be
the equivalent of such notice.  Waivers of notice by holders shall be filed with
the Trustee, but such filing shall not be a condition precedent to the validity
of any action taken in reliance upon such waiver.

     In case by reason of the suspension of regular mail service or by reason of
any other cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with approval of the Trustee shall constitute a
sufficient notification for every purpose hereunder.

     Section 14.04. New York Contract.  This Indenture and each Security shall
                    -----------------
be deemed to be a contract made under the laws of the State of New York, and for
all purposes shall be construed in accordance with the laws of said State.

     Section 14.05. Evidence of Compliance with Conditions Precedent.  Upon any
                    ------------------------------------------------
application or demand by the Company to the Trustee to take any action under any
of the provisions of this Indenture, the Company shall furnish to the Trustee an
Officers' Certificate
<PAGE>

                                                                              48

stating that all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with and an Opinion of
Counsel stating that, in the opinion of such counsel, all such conditions
precedent have been complied with.

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

     Section 14.06. Legal Holidays.  In any case where the date of maturity of
                    --------------
interest, if any, on or principal of, or premium, if any, on the Securities or
the date fixed for redemption or repayment of any Security will be in The City
of New York, New York, a Saturday, a Sunday, a legal holiday or a day on which
banking institutions are authorized or required by law or executive order to
close or remain closed, then payment of such interest, if any, on or principal
of or premium, if any, on the Securities need not be made on such date but may
be made on the next succeeding day not in such city, a Saturday, a Sunday, a
legal holiday or a day on which banking institutions are authorized or required
by law or executive order to close or remain closed, with the same force and
effect as if made on the date of maturity or a date fixed for redemption or
repayment, and no interest shall accrue for the period from and after such date.

     Section 14.07. Securities in a Specified Currency other than Dollars.
                    -----------------------------------------------------
Unless otherwise specified as contemplated by Section 2.02 with respect to a
particular series of Securities, whenever for purposes of this Indenture any
action may be taken by the holders of a specified percentage in aggregate
principal amount of Securities of all series or all series affected by a
particular action at the time Outstanding and, at such time, there are
Outstanding any Securities of any series which are denominated in a Specified
Currency other than Dollars then the principal amount of Securities of such
series which shall be deemed to be Outstanding for the purpose of taking such
action shall be that amount of Dollars that could be obtained for such amount of
such Specified Currency at the Market Exchange Rate. For purposes of this
Section 14.07, Market Exchange Rate shall mean the noon Dollar buying rate in
New York City for cable transfers of the Specified Currency published by the
Federal Reserve Bank of New York. If such Market Exchange Rate is not available
for any reason with respect to such Specified Currency, the Trustee shall use,
in its sole discretion and without liability on its part, such quotation of the
Federal Reserve Bank of New York or such other quotations as the Trustee shall
deem appropriate. The provisions of this paragraph shall apply in determining
the equivalent principal amount in respect of Securities of a series denominated
in a Specified Currency other than Dollars in connection with any action taken
by holders of Securities pursuant to the terms of this Indenture, including,
without limitation, any determination contemplated in Section 6.01(d) or (e).

     All decisions and determination of the Trustee regarding the Market
Exchange Rate or any alternative determination provided for in the preceding
paragraph shall be in its sole discretion and shall, in the absence of manifest
error, be conclusive to the extent permitted by law for all purposes and
irrevocably binding upon the Company and all Securityholders.
<PAGE>

                                                                              49

     Section 14.08. Trust Indenture Act to Control.  If and to the extent that
                    ------------------------------
any provision of this Indenture limits, qualifies or conflicts with the duties
imposed by, or with another provision (an "incorporated provision") included in
this Indenture by operation of, Sections 310 to 318, inclusive, of the Trust
Indenture Act of 1939, such imposed duties or incorporated provision shall
control.

     Section 14.09. Table of Contents, Headings, etc.  The table of contents and
                    --------------------------------
the titles and headings of the articles and sections of this Indenture have been
inserted for convenience of reference only, are not to be considered a part
hereof, and shall in no way modify or restrict any of the terms or provisions
hereof.

     Section 14.10. Execution in Counterparts.  This Indenture may be executed
                    -------------------------
in any number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.

     Section 14.11. Separability; Benefits.  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.

     Nothing in this Indenture or in the Securities, expressed or implied, shall
give to any person, other than the parties hereto and their successors
hereunder, and the holders of the Securities, any benefit or any legal or
equitable right, remedy or claim under this Indenture.
<PAGE>

                                                                              50

     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of _________, 2001.


                              GE FINANCIAL ASSURANCE HOLDINGS, INC.


                              By________________________
[CORPORATE SEAL]

Attest:

By________________________


                              THE CHASE MANHATTAN BANK


                              By________________________

[CORPORATE SEAL]

Attest:

By________________________