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                                                              Exhibit 4(b)



                           BOEING CAPITAL CORPORATION



                                       TO



                              BANKERS TRUST COMPANY
                                            TRUSTEE



                                    INDENTURE



                          DATED AS OF AUGUST 31, 2000






                  PROVIDING FOR THE ISSUANCE OF DEBT SECURITIES





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                           BOEING CAPITAL CORPORATION
                                       AND
                             BANKERS TRUST COMPANY,
                                     TRUSTEE
                                    INDENTURE


                          Dated as of August 31, 2000


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

                  Reference is made to the following provisions of the Trust
Indenture Act of 1939, as amended, which establish certain duties and
responsibilities of the Issuer and the Trustee which are not set forth in this
Indenture:

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<CAPTION>

Section        Subject                                 Section     Subject
-------        -------                                 -------     -------
<S>            <C>                                     <C>         <C>
310 (b)        Disqualification of Trustee for         315 (c)     Duties of claims Trustee in case of
               conflicting Securityholders                         default

311            Preferential collection of Trustee as   315 (d)     Provisions relating to responsibility
               creditor of Issuer                                  of Trustee

312 (a)        Periodic filing of information by       315 (e)     Assessment of costs against litigating
               Issuer with Trustee                                 Securityholders in certain
                                                                   circumstances

312 (b)        Access of Securityholders to            316 (a)     Directions to and waivers by
               information                                         Securityholders in certain
                                                                   circumstances
313 (b)        Additional reports of Trustee to        316 (b)     Prohibition or impairment of right of
               Securityholders                                     Securityholders to payment

314 (c)        Evidence of compliance with             316 (c)     Right of Issuer to set record date for
               conditions precedent                                certain purposes

315 (a)        Duties of Trustee prior to default      317 (a)     Special powers of Trustee


315 (b)        Notice of default from Trustee to       318 (a)     Provisions of Act to control in case
               Securityholders                                     of conflict

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                                TABLE OF CONTENTS

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PARTIES........................................................................................
RECITALS OF THE COMPANY .......................................................................

                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101.          Definitions:

                      Act .....................................................................
                      Additional Amounts ......................................................
                      Affiliate; control ......................................................
                      Authenticating Agent ....................................................
                      Authorized Newspaper ....................................................
                      Bearer Security .........................................................
                      Board of Directors ......................................................
                      Board Resolution ........................................................
                      Business Day ............................................................
                      Capital Stock ...........................................................
                      Commission ..............................................................
                      Company .................................................................
                      Company Request; Company Order ..........................................
                      Consolidated Assets .....................................................
                      Consolidated Liabilities ................................................
                      Corporate Trust Office ..................................................
                      corporation .............................................................
                      coupon ..................................................................
                      Debt ....................................................................
                      Defaulted Interest ......................................................
                      Dollar ..................................................................
                      Event of Default ........................................................
                      Guarantees ..............................................................
                      Holder ..................................................................
                      Indenture ...............................................................
                      interest ................................................................
                      Interest Payment Date ...................................................
                      Lien ....................................................................
                      Maturity ................................................................

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------------
NOTE: This table of contents shall not, for any purpose, be deemed to be a part
of the Indenture.


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                      Officers' Certificate ...................................................
                      Opinion of Counsel ......................................................
                      Original Issue Discount Security ........................................
                      Outstanding .............................................................
                      Paying Agent ............................................................
                      Person ..................................................................
                      Place of Payment ........................................................
                      Predecessor Security ....................................................
                      Property ................................................................
                      Redemption Date .........................................................
                      Redemption Price ........................................................
                      Registered Security .....................................................
                      Regular Record Date .....................................................
                      Responsible Officer .....................................................
                      Securities ..............................................................
                      Security Register; Security Registrar; Co-Security
                         Registrar ............................................................
                      Special Record Date .....................................................
                      Stated Maturity .........................................................
                      Subsidiary ..............................................................
                      Trustee .................................................................
                      Trust Indenture Act .....................................................
                      United States ...........................................................
                      United States Alien .....................................................
                      United States Government Obligations ....................................
                      Vice President ..........................................................
SECTION 102.          Compliance Certificates and Opinions ....................................
SECTION 103.          Form of Documents Delivered to Trustee ..................................
SECTION 104.          Acts of Holders .........................................................
SECTION 105.          Notices, Etc., to Trustee and Company ...................................
SECTION 106.          Notice to Holders of Securities; Waiver .................................
SECTION 107.          Language of Notices, Etc. ...............................................
SECTION 108.          Conflict with Trust Indenture Act .......................................
SECTION 109.          Effect of Headings and Table of Contents ................................
SECTION 110.          Successors and Assigns ..................................................
SECTION 111.          Separability Clause .....................................................
SECTION 112.          Benefits of Indenture ...................................................
SECTION 113.          Governing Law ...........................................................
SECTION 114.          Legal Holidays ..........................................................

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SECTION 115.          Appointment of Agent for Service ........................................

                                   ARTICLE TWO

                                 SECURITY FORMS

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

                                  ARTICLE THREE

                                 THE SECURITIES

SECTION 301.          Amount Unlimited: Issuable in Series ....................................
SECTION 302.          Denominations ...........................................................
SECTION 303.          Execution, Authentication, Delivery and Dating ..........................
SECTION 304.          Temporary Securities and Exchange of Securities .........................
SECTION 305.          Registration, Registration of Transfer and Exchange .....................
SECTION 306.          Mutilated, Destroyed, Lost and Stolen Securities ........................
SECTION 307.          Payment of Interest; Interest Rights Preserved ..........................
SECTION 308.          Persons Deemed Owners ...................................................
SECTION 309.          Cancellation ............................................................
SECTION 310.          Computation of Interest .................................................
SECTION 311.          Form of Certification By a Person Entitled to
                              Receive a Bearer Security .......................................

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

SECTION 401.          Satisfaction and Discharge of Indenture .................................
SECTION 402.          Application of Trust Money ..............................................
SECTION 403.          Satisfaction, Discharge and Defeasance of
                              Securities of any Series ........................................

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                                  ARTICLE FIVE

                                    REMEDIES

SECTION 501.          Events of Default .......................................................
SECTION 502.          Acceleration of Maturity; Rescission and
                              Annulment .......................................................
SECTION 503.          Collection of Indebtedness and Suits for
                              Enforcement by Trustee ..........................................
SECTION 504.          Trustee May File Proof of Claim .........................................
SECTION 505.          Trustee May Enforce Claims Without Possession
                              of Securities or Coupons ........................................
SECTION 506.          Application of Money Collected ..........................................
SECTION 507.          Limitation on Suits .....................................................
SECTION 508.          Unconditional Right of Holders to Receive
                              Principal, Premium and Interest .................................
SECTION 509.          Restoration of Rights and Remedies ......................................
SECTION 510.          Rights and Remedies Cumulative ..........................................
SECTION 511.          Delay or Omission Not Waiver ............................................
SECTION 512.          Control by Holders of Securities ........................................
SECTION 513.          Waiver of Past Defaults .................................................
SECTION 514.          Undertaking for Costs ...................................................
SECTION 515.          Waiver of Stay or Extension Laws ........................................

                                   ARTICLE SIX

                                   THE TRUSTEE

SECTION 601.          Certain Duties and Responsibilities .....................................
SECTION 602.          Notice of Defaults ......................................................
SECTION 603.          Certain Rights of Trustee ...............................................
SECTION 604.          Not Responsible for Recitals or Issuance of
                              Securities ......................................................
SECTION 605.          May Hold Securities .....................................................
SECTION 606.          Money Held in Trust .....................................................
SECTION 607.          Compensation and Reimbursement ..........................................
SECTION 608.          Trustee's Lien ..........................................................
SECTION 609.          Corporate Trustee Required; Eligibility .................................
SECTION 610.          Resignation and Removal; Appointment of
                              Successor .......................................................
SECTION 611.          Acceptance of Appointment by Successor ..................................
SECTION 612.          Merger, Conversion, Consolidation or Succession to
                              Business ........................................................

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SECTION 613.          Intentionally Omitted ...................................................
SECTION 614.          Appointment of Authenticating Agent .....................................

                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701.          Reports by Trustee to Securityholders ...................................
SECTION 702.          Reports .................................................................

                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801.          Company May Consolidate, Etc., Only on Certain
                              Terms ...........................................................
SECTION 802.          Successor Corporation Substituted .......................................

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

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

                                   ARTICLE TEN

                                    COVENANTS

SECTION 1001.         Payment of Principal, Premium and Interest ..............................
SECTION 1002.         Maintenance of Office or Agency .........................................
SECTION 1003.         Money for Securities Payments to Be Held in
                              Trust ...........................................................
SECTION 1004.         Additional Amounts ......................................................

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SECTION 1005.         Corporate Existence......................................................
SECTION 1006.         Maintenance of Properties ...............................................
SECTION 1007.         Payment of Taxes and Other Claims........................................
SECTION 1008.         Intentionally Omitted ...................................................
SECTION 1009.         Intentionally Omitted ...................................................
SECTION 1010.         Limitation upon Liens  ..................................................
SECTION 1011.         Statement as to Compliance ..............................................
SECTION 1012.         Waiver of Certain Covenants .............................................

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

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

                                 ARTICLE TWELVE

                                  SINKING FUNDS

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


                                ARTICLE THIRTEEN

                        MEETINGS OF HOLDERS OF SECURITIES

SECTION 1301.         Purposes for Which Meetings May Be Called ...............................
SECTION 1302.         Call, Notice and Place of Meetings ......................................
SECTION 1303.         Persons Entitled to Vote at Meetings ....................................
SECTION 1304.         Quorum; Action ..........................................................
SECTION 1305.         Determination of Voting Rights; Conduct and
                         Adjournment of Meetings ..............................................
SECTION 1306.         Counting Votes and Recording Action of Meetings .........................

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                                ARTICLE FOURTEEN

                                 SUBORDINATION

Section 1401.         Securities Subordinated to Senior Indebtedness...........................
Section 1402.         Effectuation of Subordination by Trustee.................................
Section 1403.         Knowledge of Trustee.....................................................
Section 1404.         Trustee's Relation to Senior Indebtedness................................
Section 1405.         Rights of Holders of Senior Indebtedness Not Impaired....................





                                ARTICLE FIFTEEN

                            MISCELLANEOUS PROVISIONS

SECTION 1501.         Securities in Foreign Currencies ........................................
TESTIMONIUM ...................................................................................
SIGNATURES AND SEALS ..........................................................................
ACKNOWLEDGMENTS ...............................................................................

                                 ARTICLE SIXTEEN

                   REPAYMENT AT THE OPTION OF SECURITYHOLDERS

Section 1601.         Applicability of Article ................................................

</TABLE>


<PAGE>



         INDENTURE, dated as of August 31, 2000, between BOEING CAPITAL
CORPORATION, a corporation duly organized and existing under the laws of the
State of Delaware (herein called the "Company"), having its principal office
at 4060 Lakewood Boulevard, 6th Floor, Long Beach, California 90808, and
Bankers Trust Company, a banking corporation duly organized and existing
under the laws of the State of New York, as Trustee (herein called the
"Trustee").

                             RECITALS OF THE COMPANY

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

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

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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


                                   ARTICLE ONE
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101.  DEFINITIONS.

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

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

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

         (3) all accounting terms not otherwise defined herein have the meanings
         assigned to them in accordance with generally accepted accounting
         principles in the United States of America, and, except as otherwise
         herein expressly provided,


<PAGE>


         the term "generally accepted accounting principles" with respect to any
         computation required or permitted hereunder shall mean such accounting
         principles as are generally accepted in the United States of America at
         the date of such computation; and

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

         Certain terms, used principally in Article Six, are defined in that
Article.

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

         "Additional Amounts" means any additional amounts which are required by
a Security or by or pursuant to a Board Resolution, under circumstances
specified therein, to be paid by the Company in respect of certain taxes imposed
on certain Holders and which are owing to such Holders.

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

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

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

         "Bearer Security" means any Security established pursuant to Section
201 which is payable to bearer.

         "Board of Directors" means either the board of directors of the Company
or any duly authorized committee of the officers and/or directors of the Company
appointed by that board.


<PAGE>


         "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors, or, to the extent permitted by applicable law and the
Company's by-laws, the Executive Committee of the Board of Directors, and to be
in full force and effect on the date of such certification, and delivered to the
Trustee.

         "Business Day", when used with respect to a particular location
specified in the Securities or this Indenture, means each Monday, Tuesday,
Wednesday, Thursday and Friday which is not a day on which banking institutions
in such location are authorized or obligated by law to close, except as may
otherwise be provided in the form of securities of any particular series
pursuant to the provisions of this indenture.

         "Capital Stock" means any and all shares, interest, participations or
other equivalents (however designated) evidencing equity ownership.

         "Commission" means the Securities and Exchange Commission, as from time
to time constituted, created under the Securities Exchange Act of 1934, or, if
at any time after the execution of this instrument such Commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.

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

         "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman of the Board, its President or
a Vice President, and by its Treasurer, an Assistant Treasurer, its Controller,
an Assistant Controller, its Secretary or an Assistant Secretary, and delivered
to the Trustee.

         "Consolidated Assets" means the amount of all assets which under
generally accepted accounting principles as in effect on the date of such
balance sheet, would appear on a consolidated balance sheet of the Company and
its Subsidiaries (after deducting related depreciation, amortization, unearned
finance charges, allowance for credit losses, and other valuation reserves), but
shall not include goodwill, unamortized debt discount and expenses, corporate
organization expense, patents and trademarks.

         "Consolidated Liabilities" means the amount of all liabilities which
under generally accepted accounting principles as in effect on the date of such
balance sheet, would appear on a consolidated balance sheet of the Company and
its Subsidiaries including, without limitation, the par value or involuntary
liquidation value, whichever is greater, of minority interests, if any, in
preference stock of all Subsidiaries, but not including any of the following:
redeemable preferred or preference stock, minority


<PAGE>


interests, if any, in common stock of Subsidiaries, valuation reserves
(including unearned finance charges and allowances for credit losses deducted
from assets), Capital Stock and surplus and surplus reserves of the Company,
deferred taxes, deferred investment tax credit and any Debt of the Company which
is subordinated to the Securities.


         "Corporate Trust Office" means the principal office of the Trustee in
the Borough of Manhattan, The City of New York, at which at any particular time
its corporate trust business shall be administered, which office at the date of
execution of this Indenture is located at Four Albany Street, New York, New
York, 10006, Attention: Corporate Trust and Agency Services.


         "corporation" includes corporations, associations, companies and
business trusts.

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

         "Debt" means, with respect to any Person, all obligations for borrowed
money of such Person which in accordance with generally accepted accounting
principles shall be classified upon a balance sheet of such Person as
liabilities of such Person, including all

                  (a) direct Debt and other similarly monetary obligations of
         such Person,

                  (b) obligations secured by any lien upon Property owned by
         such Person or obligations created or arising under any conditional
         sale, capital lease, or other title retention agreement with respect to
         Property acquired by such Person, PROVIDED, HOWEVER, that Debt shall
         not include any indebtedness, including purchase money indebtedness,
         with respect to which a creditor has no recourse against the obligor
         except recourse to specific Property the acquisition of which was
         financed by or otherwise secures such indebtedness, or to the proceeds
         of any sale or lease of such Property or both,

                  (c) obligations under agreements to pay installments of
         purchase price or other like payments with respect to fixed assets not
         utilized by such Person or its subsidiaries in the ordinary course of
         its business, including obligations ostensibly to pay rent under which
         an equity interest is to be acquired in the rented Property.

         In addition, Debt shall include all Guarantees of such Person to the
extent the amount of such Guarantees is in excess of 50% of the Shareholder's
Equity of such Person.

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


<PAGE>


         "Dollar" or "$" or any similar reference shall mean the currency of the
United States, except as may otherwise be provided in the form of Securities of
any particular series pursuant to the provisions of this Indenture.

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

         "Guarantees" means all obligations of any Person guaranteeing or in
effect guaranteeing any Debt or obligation or dividend of any other Person (the
"primary obligor") in any manner whether directly or indirectly, including
without limitation, all obligations incurred through an agreement, contingent or
otherwise, by such Person (a) to purchase any indebtedness or obligation or any
Property constituting security therefor, (b) to advance or supply funds (i) for
the purchase or payment of any indebtedness or obligation or (ii) to maintain
working capital, equity capital or other balance sheet condition or otherwise to
advance or make available funds for the purchase or payment of any indebtedness
or obligation, (c) to purchase Property, securities or services primarily for
the purpose of assuring the owner of any indebtedness or obligation of the
ability of the primary obligor to make payment of the indebtedness or obligation
or (d) otherwise to assure the owner of the indebtedness or obligation of the
primary obligor against loss in respect thereof. Obligations of the Company or
its Subsidiaries to acquire receivables in the ordinary course of business shall
not be deemed "Guarantees" of the indebtedness of the primary obligor under such
receivables.

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

         "Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the terms of particular series of Securities established as
contemplated by Section 301.

         "interest", when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, means interest
payable after Maturity, and, when used with respect to a security which provides
for the payment of Additional Amounts, shall include such Additional Amounts as
provided in Section 1004.

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

         "Lien" means any interest in Property securing an obligation owed to,
or a claim by, a Person other than the owner of the Property, whether such
interest is based on the common law, statute or contract (but excluding a
landlord's statutory lien for rent not yet due), and including, but not limited
to, the security interest lien arising from a mortgage, encumbrance, pledge,
conditional sale or trust receipt or a lease, consignment or bailment


<PAGE>


for security purposes. The term "Lien" shall include reservations, exceptions,
encroachments, easements, rights-of-way, covenants, conditions, restrictions,
leases and other title exceptions and encumbrances affecting Property. For the
purpose of this Indenture, the Company or a Subsidiary shall be deemed to be the
owner of any Property which it has acquired or holds subject to a conditional
sale agreement, capital lease or other arrangement pursuant to which title to
the Property has been retained by or vested in some other Person for security
purposes.

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

         "Officers' Certificate" means a certificate signed by the Chairman of
the Board, the President or a Vice President, and by the Treasurer, an Assistant
Treasurer, the Controller, an Assistant Controller, the Secretary or an
Assistant Secretary, of the Company, and delivered to the Trustee.

         "Opinion of Counsel" means a written opinion of counsel, who may be an
employee of or counsel for the Company, or other counsel acceptable to the
Trustee.

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

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

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

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


                  (iii) Securities which have been paid pursuant to Section 306
         or in exchange for or in lieu of which other Securities have been
         authenticated and delivered pursuant to this Indenture, other than any
         such Securities in respect of which there shall have been presented to
         the Trustee proof satisfactory to it that


<PAGE>


         such Securities are held by a bona fide purchaser in whose hands such
         Securities are valid obligations of the Company;

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have been given any request,
demand, authorization, direction, notice, consent or waiver hereunder or are
present at a meeting of Holders of Securities for quorum purposes, the principal
amount of an Original Issue Discount Security that may be counted in making such
determination and that shall be deemed to be Outstanding for such purposes shall
be equal to the amount of the principal thereof that could be declared to be due
and payable pursuant to the terms of such Original Issue Discount Security at
the time the taking of such action by the Holders of such requisite principal
amount is evidenced to the Trustee as provided in Section 104(a), and, PROVIDED
FURTHER, that Securities owned beneficially by the Company or any other obligor
upon the Securities or any Affiliate of the Company or such other obligor, other
than Securities purchased in connection with the distribution or trading
thereof, shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Securities which the Trustee knows to be so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Securities and that the pledges
is not the Company or any other obligor upon the Securities or any Affiliate of
the Company or such other obligor.

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

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

         "Place of Payment", when used with respect to the Securities of any
series, means the place or places where the principal of (and premium, if any)
and interest on the Securities of that series are payable as specified as
contemplated by Section 301.

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


<PAGE>


         "Property" means any interest in any kind of property or asset, whether
real, personal or mixed, or tangible or intangible.

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

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

         "Registered Security" means any Security established pursuant to
Section 201 which is registered in the Security Register.

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


         "Responsible Officer", when used with respect to the Trustee, means
any officer within the Corporate Trust office(or any successor group of the
Trustee) including any managing director, any vice president, any assistant
treasurer, any assistant vice president, any assistant secretary, 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 at
the Trustee's Corporate Trust Office because of his knowledge of and
familiarity with the particular subject.


         "Security" or "Securities" means any Security or Securities
authenticated and delivered under this Indenture.

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

         "Senior Indebtedness" means all of the indebtedness of, or
guaranteed by, the Company for borrowed money (including the principal of,
premium, if any, or interest on any such borrowed money and any commitment
fees for unborrowed amounts which, if borrowed, would constitute Senior
Indebtedness), whether currently outstanding or hereafter incurred, unless,
under the instrument evidencing the same or under which the same is
outstanding, it is expressly provided that such indebtedness is subordinate
to other indebtedness and obligations of the Company.

         "Shareholder's Equity" of any Person shall mean the shareholder's
equity appearing on the balance sheet of such Person as determined under
generally accepted accounting principles.

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

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


<PAGE>

         "Subordinated Indebtedness" shall mean the Securities and all other
indebtedness of, or guaranteed by, the Company whether or not outstanding as
of the date of this Indenture, which is by its terms made subordinate and
junior in right of payment to all Senior Indebtedness.

         "Subsidiary" means a corporation more than 50% of the outstanding
voting stock of which is owned, directly or indirectly, by the Company or by one
or more other Subsidiaries, or by the Company and one or more other Subsidiaries
For the purposes of this definition, 'voting stock" means stock which ordinarily
has voting power for the election of directors, whether at all times or only so
long as no senior class of stock has such voting power by reason of any
contingency.

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

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended, and any reference herein to the Trust Indenture Act or a particular
provision thereof shall mean such Act or provision, as the case may be, as
amended or replaced from time to time or as supplemented from time to time by
rules or regulations adopted by the Commission under or in furtherance of the
purposes of such Act or provision, as the case may be.

         "United States" means the United States of America (including the
States and the District of Columbia), its territories and possessions and other
areas subject to its jurisdiction.

         "United States Alien" means any Person who, for United States Federal
income tax purposes, is a foreign corporation, a non-resident alien individual,
a non-resident alien fiduciary of a foreign estate or trust, or a foreign
partnership one or more of the members of which is, for United States Federal
income tax purposes, a foreign corporation, a non-resident alien individual or a
non-resident alien fiduciary of a foreign estate or trust.

         "U.S. Depositary" or "Depositary" means, with respect to any Security
issuable or issued in the form of one or more global Securities, the Person
designated as U.S. Depository or Depositary by the Company in or pursuant to
this Indenture, which Person must be, to the extent required by applicable law
or regulation, a clearing agency registered under the Securities Exchange Act of
1934, as amended, and, if so provided with respect to any Security, any
successor to such Person. If at any time there is more than one such Person,
"U.S. Depositary" or "Depositary" shall mean, with respect to any Securities,
the qualifying entity which has been appointed with respect to such Securities.

         "U.S. Government Obligations" means direct obligations of the United
States for the payment of which its full faith and credit is pledged, or
obligations of a person controlled or supervised by and acting as an agency or
instrumentality of the United States and the payment of which is unconditionally
guaranteed as a full faith and credit obligation by the United States which, in
either case, are not callable or redeemable at the


<PAGE>


option of the issuer thereof, and shall also include a depository receipt issued
by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as
amended) as custodian with respect to any such U.S. Government Obligations or a
specific payment of or interest on any such U.S. Government Obligations held by
such custodian for the account of the holder of such depository receipt,
provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depository
receipt from any amount received by the custodian in respect of the U.S.
Government Obligations or the specific payment of principal of or interest on
the U.S. Government Obligations evidenced by such depository receipt.

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

SECTION 102.  COMPLIANCE CERTIFICATES AND OPINIONS.

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

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include

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

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

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

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


<PAGE>


SECTION 103.  FORM OF DOCUMENTS DELIVERED TO TRUSTEE.


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


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

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


<PAGE>


SECTION 104.  ACTS OF HOLDERS.

         (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing. If Securities of a series are issuable as Bearer
Securities, any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders may, alternatively, be embodied in and evidenced by the record of
Holders of Securities voting in favor thereof, either in person or by proxies
duly appointed in writing, at any meeting of Holders of Securities duly called
and held in accordance with the provisions of Article Thirteen, or a combination
of such instruments and any such record. Except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
or record or both are delivered to the Trustee and, where it is hereby expressly
required, to the Company. Such instrument or instruments and any such record
(and the action embodied therein and evidenced thereby) are herein sometimes
referred to as the "Act" of the Holders signing such instrument or instruments
and so voting at any such meeting. Proof of execution of any such instrument or
of a writing appointing any such agent, or of the holding by any Person of a
Security, shall be sufficient for any purpose of this Indenture and (subject to
Section 601) conclusive in favor of the Trustee and the Company, if made in the
manner provided in this Section. The record of any meeting of Holders of
Securities shall be proved in the manner provided in Section 1306.

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

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

         (d) The principal amount and serial numbers of Bearer Securities held
by any Person, and the date of holding the same, may be proved by the production
of such Bearer Securities or by a certificate executed, as depositary, by any
trust company, bank, banker or other depositary, wherever situated, if such
certificate shall be deemed by the Trustee to be satisfactory, showing that at
the date therein mentioned such Person had on deposit with such depositary, or
exhibited to it, the Bearer Securities therein described; or such facts may be
proved by the certificate or affidavit of the Person holding such Bearer


<PAGE>


Securities, if such certificate or affidavit is deemed by the Trustee to be
satisfactory. The Trustee and the Company may assume that such ownership of any
Bearer Security continues until (1) another certificate or affidavit bearing a
later date issued in respect of the same Bearer Security is produced, or (2)
such Bearer Security is produced to the Trustee by some other Person, or (3)
such Bearer Security is surrendered in exchange for a Registered Security, or
(4) such Bearer Security is no longer Outstanding.

         (e) The fact and date of execution of any such instrument or writing,
the authority of the Person executing the same and the principal amount and
serial numbers of Bearer Securities held by the Person so executing such
instrument or writing and the date of holding the same may also be proved in any
other manner which the Trustee deems sufficient; and the Trustee may in any
instance require further proof with respect to any of the matters referred to in
this Section.

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

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

SECTION 105.  NOTICES, ETC., TO TRUSTEE AND COMPANY.

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


<PAGE>


                  (1) the Trustee by any Holder of a Security or by the Company
         shall be sufficient for every purpose hereunder if made, given,
         furnished or filed in writing to or with the Trustee at its Corporate
         Trust Office, Attention: Corporate Trust and Agency Services, or

                  (2) the Company by the Trustee or by any Holder shall be
         sufficient for every purpose hereunder (unless otherwise herein
         expressly provided) if in writing and mailed, first-class postage
         prepaid, to the Company addressed to the attention of its Secretary, at
         4060 Lakewood Boulevard, 6th Floor, Long Beach, California 90808, or at
         any other address previously furnished in writing to the Trustee by the
         Company.

SECTION 106.  NOTICE TO HOLDERS SECURITIES; WAIVER.

         Except as otherwise expressly provided herein or in the form of
Securities of any particular series pursuant to the provisions of this
Indenture, where this Indenture provides for notice to Holders of Securities of
any event,

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

                  (2) such notice shall be sufficiently given to Holders of
         Bearer Securities if published in an Authorized Newspaper in The City
         of New York and, if the Securities of such series are then listed on a
         stock exchange of any stock exchange outside the United States, in an
         Authorized Newspaper in such city as the Company shall advise the
         Trustee in writing that such exchange so requires, on a Business Day at
         least twice, the first such publication to be not earlier than the
         earliest date and not later than the latest date prescribed for the
         giving of such notice.

         In ease 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 the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder. In any ease
where notice to Holders of Registered Securities is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder of a Registered Security shall affect the sufficiency of such
notice with respect to other Holders of Registered Securities or the sufficiency
of any notice by publication to Holders of Bearer Securities given as provided
above.

         In case by reason of the suspension of publication of any Authorized
Newspaper or Authorized Newspapers or by reason of any other cause it shall be
impracticable to publish any notice to Holders of Bearer Securities as provided
above, then such


<PAGE>


notification to Holders of Bearer Securities as shall be given with the approval
of the Trustee shall constitute sufficient notice to such Holders for every
purpose hereunder. Neither failure to give notice by publication to Holders of
Bearer Securities as provided above, nor any defect in any notice so published,
shall affect the sufficiency of any notice mailed to Holders of Registered
Securities as provided above.

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

SECTION 107.  LANGUAGE OF NOTICES, ETC.

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

SECTION 108.  CONFLICT WITH TRUST INDENTURE ACT.

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

SECTION 109.  EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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

SECTION 110.  SUCCESSORS AND ASSIGNS.

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

SECTION 111.  SEPARABILITY CLAUSE.

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

<PAGE>


SECTION 112.  BENEFITS OF INDENTURE.

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

SECTION 113.  GOVERNING LAW.

         This Indenture and the Securities and coupons shall be governed by
and construed in accordance with the laws of the State of New York. The
parties hereto hereby irrevocably submit to the venue and jurisdiction of any
New York State or federal court sitting in the Borough of Manhattan in New
York City in any action or proceeding arising out of or relating to this
Indenture, the Securities or the coupons and the parties hereby irrevocably
agree that all claims in respect of such action or proceeding arising out of
or relating to this Indenture, the Securities or the coupons, shall be heard
and determined in such a New York State of federal court.

SECTION 114.  LEGAL HOLIDAYS.

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

SECTION 115.  APPOINTMENT FOR SERVICE.

         By the execution and delivery of this Indenture, the Company hereby
appoints the Trustee as its agent upon which process may be served in any legal
action or proceeding which may be instituted in any Federal or State court in
the Borough of Manhattan, The City of New York, arising out of or relating to
the Securities, the coupons or this Indenture. Service of process upon such
agent at the office of such agent at Four Albany Street, New York, New York
10015, Attention: Corporate Trust and Agency Services, and written notice of
said service to the Company by the Person serving the same addressed as provided
in Section 105 shall be deemed in every respect effective service of process
upon the Company in any such legal action or proceeding, and the Company hereby
submits to the jurisdiction of any such court in which any such legal action or
proceeding is so instituted. Such appointment shall be irrevocable so long as
the Holders of Securities or coupons shall have any rights pursuant to the terms
thereof or of this Indenture until the appointment of a successor by the Company
with the consent of the Trustee and such successor's acceptance of such
appointment. The Company further agrees to take any and all action, including
the execution and filing of any and all such documents and instruments, as may
be necessary to continue such designation and appointment of such agent or
successor.


<PAGE>


         By the execution and delivery of this Indenture, Bankers Trust Company
hereby agrees to act as such agent and undertakes promptly to notify the Company
of receipt by it of service of process in accordance with this Section.


                                   ARTICLE TWO
                                 SECURITY FORMS

SECTION 201.  FORMS GENERALLY.

         The Registered Securities, if any, of each series and the Bearer
Securities, if any, of each series and related coupons, if any, and temporary
global Securities shall be in the form established by or pursuant to a Board
Resolution or in one or more indentures supplemental hereto, in each case with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon
as may be required to comply with the rules of any securities exchange or as
may, consistently herewith, be determined by the officers executing such
Securities or coupons, as evidenced by their execution of the Securities or
coupons. If the forms of Securities or coupons of any series (or any such
temporary global Security) are established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be certified by
the Secretary or an Assistant Secretary of the Company and delivered to the
Trustee at or prior to the delivery of the Company Order contemplated by Section
303 for the authentication and delivery of such Securities or coupons.

         The Trustee's certificates of authentication shall be in substantially
the form set forth in this Article.

         Unless otherwise provided as contemplated by Section 301 with respect
to any series of Securities. the Securities of each series shall be issuable in
registered form without coupons. If so provided as contemplated by Section 301,
the Securities of a series also shall be issuable in bearer form, with or
without interest coupons attached.

         The definitive Securities and coupons, if any, shall be printed,
lithographed or engraved on steel engraved borders or may be produced in any
other manner, all as determined by the officers executing such Securities, as
evidenced by their execution of such Securities or coupons.

SECTION 202.  FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

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


<PAGE>


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

________________________________        OR      ________________________________
         AS TRUSTEE                                     AS TRUSTEE

By:_____________________________
      AS AUTHENTICATING AGENT

By:_____________________________                By:_____________________________
         AUTHORIZED OFFICER                             AUTHORIZED OFFICER


SECTION 203. SECURITIES IN GLOBAL FORM.

         If Securities of a series are issuable in global form, any such
Security may provide that it or any number of such Securities shall represent
the aggregate amount of all Outstanding Securities of such series (or such
lesser amount as is permitted by the terms thereof) 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 increased or reduced to reflect
exchanges. Any endorsement of any Security in global form to reflect the amount,
or any increase or decrease in the amount, or changes in the rights of Holders,
of Outstanding Securities represented thereby shall be made in such manner and
by such Person or Persons as shall be specified therein or in the Company Order
to be delivered pursuant to Section 303 or 304 with respect thereto. Subject to
the provisions of Section 303 and, if applicable, Section 304, the Trustee shall
deliver and redeliver any Security in permanent global form in the manner and
upon instructions given by the Person or Persons specified therein or in the
applicable Company Order. If a Company Order pursuant to Section 303 or 304 has
been, or simultaneously is, delivered, any instructions by the Company with
respect to a Security in global form shall be in writing but need not be
accompanied by or contained in an Officer's Certificate and need not be
accompanied by an Opinion of Counsel.

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

         Notwithstanding the provisions of Section 308 and except as provided in
the preceding paragraph, the Company, the Trustee and any agent of the Company
and the Trustee shall treat as the Holder of such principal amount of
Outstanding Securities represented by a permanent global Security (i) in the
case of a permanent global Security in registered form, the Holder of such
permanent global Security in registered form, or (ii) in the case of a permanent
global Security in bearer form, the Person or Persons specified pursuant to
Section 301.


<PAGE>


                                  ARTICLE THREE
                                 THE SECURITIES

SECTION 301.  AMOUNT UNLIMITED; ISSUABLE IN SERIES.

         The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited.

         The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution, and set forth in an Officers'
Certificate, or established in one or more indentures supplemental hereto:

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

                  (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 304, 305, 306, 906 or 1107
         and except for any Securities which, pursuant to Section 303, are
         deemed never to have been authenticated and delivered hereunder);

                  (3) whether such Securities are to be issuable as Registered
         Securities, as Bearer Securities or alternatively as Bearer Securities
         and Registered Securities, and whether the Bearer Securities are to be
         issuable with coupons, without coupons or both, and any restrictions
         applicable to the offer, sale or delivery of the Bearer Securities and
         the terms, if any, upon which Bearer Securities may be exchanged for
         Registered Securities and vice versa;

                  (4) the Person to whom any interest on any Registered Security
         of the series shall be payable if other than the Person in whose name
         that Registered Security (or one or more Predecessor Securities) is
         registered at the close of business on the Regular Record Date for such
         interest and the manner in which, or the Person to whom, any interest
         on any Bearer Security of the series shall be payable if otherwise than
         upon presentation and surrender of the coupons appertaining thereto as
         they severally mature;

                  (5) the date or dates, or the method or methods, if any, by
         which such date or dates shall be determined, on which the principal of
         such Securities is payable;

                  (6) the rate or rates at which such Securities shall bear
         interest, if any or the method or methods, if any, by which such rate
         or rates are to be determined,


<PAGE>


         the date or dates, if any, from which such interest shall accrue or the
         method or methods, if any, by which such date or dates are to be
         determined, the Interest Payment Dates, if any, on which such interest
         shall be payable and the Regular Record Date, if any, for the interest
         payable on Registered Securities on any Interest Payment Date, whether
         and under what circumstances Additional Amounts on such Securities or
         any of them shall be payable, the notice, if any, to Holders regarding
         the determination of interest on a floating rate Security and the
         manner of giving such notice, and the basis upon which interest shall
         be calculated if other than that of a 360-day year of twelve 30-day
         months;

                  (7) the place or places where the principal of (and premium,
         if any) and interest on or Additional Amounts, if any, on Securities of
         the series shall be payable, any of such Securities that are Registered
         Securities may be surrendered for registration of transfer, any of such
         Securities may be surrendered for exchange and notices or demands to or
         upon the Company in respect of such Securities and this Indenture may
         be served; the extent to which, or the manner in which, any interest
         payment on a global Security on an Interest Payment Date, will be paid
         and the manner in which any principal of or premium, if any, on any
         global Security will be paid;

                  (8) the period or periods within which, the price or prices at
         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;

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

                  (10) if Bearer Securities of the series are to be issuable,
         whether interest in respect of any portion of a temporary Bearer
         Security in global form (representing all of the Outstanding Bearer
         Securities of the series) payable in respect of an Interest Payment
         Date prior to the exchange of such temporary Bearer Security for
         definitive Securities of the series shall be paid to any clearing
         organization with respect to the portion of such temporary Bearer
         Security held for its account and, in such event. the terms and
         conditions (including any certification requirements) upon which any
         such interest payment received by a clearing organization will be
         credited to the Persons entitled to interest payable on such Interest
         Payment Date;

                  (11) the denominations in which Registered Securities of the
         series. if any, shall be issuable if other than denominations of $1,000
         and any integral


<PAGE>


         multiple thereof, and the denominations in which Bearer Securities of
         the series, if any, shall be issuable if other than the denomination of
         $5,000;

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

                  (13) the currency or currencies, including composite
         currencies, in which payment of the principal of (and premium, if any)
         and interest on, and Additional Amounts in respect of, the Securities
         of the series shall be payable (if other than the currency of the
         United States of America), and the particular provisions applicable
         thereto and, if applicable, the amount of Securities of the series
         which entitles the Holder of a Security of the series or proxy to one
         vote for purposes of Section 1305(c);

                  (14) any addition to, or modification or deletion of, any
         Event of Default or any covenant of the Company specified herein with
         respect to the Securities of the series;

                  (15) if the principal of (and premium, if any) or interest,
         and Additional Amounts in respect of, if any, on such Securities are to
         be payable, at the election of the Company or a Holder thereof, in a
         coin or currency, including composite currencies, other than that in
         which the Securities are stated to be payable, the period or periods
         within which, and the terms and conditions upon which, such election
         may be made, and the time and manner of determining the exchange rate
         between the currency in which such Securities are denominated or stated
         to be payable and the currency in which such Securities or any of them
         are to be so payable;

                  (16) whether the amount of payments of principal of, any
         premium or interest on or any Additional Amounts with respect to, such
         Securities may be determined with reference to an index, formula, or
         other method or methods (which index, formula or method or methods may
         be based, without limitation, on one or more currencies, commodities,
         equity indices or other indices), and, if so, the terms and conditions
         upon which and the manner in which such shall be determined and paid or
         payable;

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


<PAGE>


                  (18) 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 502;

                  (19) the application, if any, of Section 403 to the Securities
         of the series;

                  (20) if any such Securities are to be issuable in global form,
         when any of such Securities are to be issuable in global form and (i)
         whether beneficial owners of interests in any such global Security may
         exchange such interests for Securities of the same series and of like
         tenor and of any authorized form and denomination and the circumstances
         under which any such exchanges may occur, if other than in the manner
         specified in Section 305, and (ii) the name of the Depositary or U.S.
         Depositary, as the case may be, to any global Security;

                  (21) if there is more than one Trustee, the identity of the
         Trustee, and if not the Trustee, the identity of each Security
         Registrar, Paying Agent or Authenticating Agent with respect to such
         Securities.

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

         All Securities of any one series and all coupons, if any, appertaining
to Bearer Securities of such series shall be substantially identical except as
to currency of payments due thereunder, denomination and the rate or rates of
interest, or method of determining the rate of interest, if any, Maturity, and
the date from which interest, if any, shall accrue and except as may otherwise
be provided by the Company in or pursuant to the Board Resolution and set forth
in the Officers' Certificate or in any indenture or indentures supplemental
hereto pertaining to such series of Securities. The terms of the Securities of
any series may provide, without limitation, that the Securities shall be
authenticated and delivered by the Trustee upon receipt of a Company Order by
the Trustee pursuant to Section 303 on original issue from time to time upon
written order of persons designated in the Officers' Certificate or supplemental
indenture and that such persons are authorized to determine, consistent with
such Officers' Certificate or any applicable supplemental indenture, such terms
and conditions of the Securities of such series as are specified in such
Officers' Certificate or supplemental indenture. All securities of any one
series need not be issued at the same time, and unless otherwise so provided by
the Company, a series may be reopened for issuance of additional Securities of
such series or to establish additional terms of such series of Securities.


         If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.




<PAGE>


SECTION 302.  DENOMINATIONS.

         Unless otherwise provided as contemplated by Section 301 with respect
to any series of Securities, the Registered Securities of each series shall be
issuable in denominations of $1,000 and any integral multiple thereof and the
Bearer Securities of each series, if any, shall be issuable in the denomination
of $5,000. or in such other denominations and amounts as may from time to time
be fixed by or pursuant to a Board Resolution.

SECTION 303.  EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

         The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its President or one of its Vice Presidents, under its
corporate seal reproduced thereon attested by its Secretary or one of its
Assistant Secretaries. The signature of any of these officers on the Securities
may be manual or facsimile. Coupons shall bear the facsimile signature of the
Treasurer or any Assistant Treasurer of the Company.

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

         At any time and from time to time after the execution and delivery of
this indenture, the Company may deliver Securities of any series, together with
any coupons appertaining thereto, executed by the Company to the Trustee or its
designated agent for authentication by the Trustee, together with a Company
Order for the authentication and delivery of such Securities, and the Trustee in
accordance with the Company Order shall authenticate and deliver such
Securities; PROVIDED, HOWEVER, that, in connection with its original issuance, a
Bearer Security may be delivered only outside the United States and only if the
Trustee shall have received from the person entitled to receive such Bearer
Security a certificate in the form required by Section 311, dated no earlier
than 15 days prior to the earlier of the date on which such Bearer Security is
delivered and the date on which any temporary Security or permanent global
Security first becomes exchangeable for such Bearer Security in accordance with
the terms of such temporary Security or permanent global Security and this
Indenture. If any Security shall be represented by a permanent global Security,
then, for purposes of this Section and Section 304, the notation of a beneficial
owner's interest therein upon original issuance of such Security or upon
exchange of a portion of a temporary global Security shall be deemed to be
delivery in connection with its original issuance of such beneficial owner's
interest in such permanent global Security. Except as permitted by Section 306
or 307, the Trustee shall not authenticate and deliver any Bearer Security
unless all appurtenant coupons for interest then matured have been detached and
cancelled.


<PAGE>


         If the forms or terms of the Securities of the series and any related
coupons have been established in or pursuant to one or more Board Resolutions as
permitted by Sections 201 and 301, in authenticating such Securities, and
accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive, and (subject to
Section 601) shall be fully protected in relying upon, an Opinion of Counsel
stating,

                  (a) if the forms of such Securities and coupons, if any, have
         been established by or pursuant to Board Resolution as permitted by
         Section 201, that such forms have been established in conformity with
         the provisions of this Indenture;

                  (b) if the terms of such Securities and any coupons have been
         established by or pursuant to Board Resolution as permitted by Section
         301, that such terms have been established in conformity with the
         provisions of this Indenture; and

                  (c) that such Securities, together with any coupons
         appertaining thereto, when authenticated and delivered by the Trustee
         and issued by the Company in the manner and subject to any conditions
         specified in such Opinion of Counsel, will constitute valid and legally
         binding obligations of the Company, enforceable in accordance with
         their terms, subject, as to enforcement, 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) all laws and requirements in respect of the execution and
         delivery by the Company of such Securities and coupons, if any, have
         been complied with; and

                  (e) this Indenture has been qualified under the Trust
         Indenture Act.

If such forms or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

         Each Registered Security shall be dated the date of its authentication.
Each Bearer Security (including any temporary or definitive Bearer Security in
global form) shall be dated as of the date specified as contemplated by Section
301.

         In authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities and any
coupons appertaining thereto, the Trustee shall also be entitled to receive
annually, and shall be fully protected in relying upon, an Officers' Certificate
stating that, to the best knowledge of the Persons


<PAGE>


executing such certificate, no event which is, or after notice or lapse of time
would become, an Event of Default with respect to any of the Securities shall
have occurred and be continuing.

         No Security or coupon appertaining thereto shall be entitled to any
benefit under this Indenture or be valid or obligatory for any purpose unless
there appears on such Security a certificate of authentication substantially in
the form provided for herein executed by the Trustee by manual signature, and
such certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered hereunder
and is entitled to the benefits of this Indenture. Except as permitted by
Section 306 or 307, the Trustee shall not authenticate and deliver any Bearer
Security unless all appurtenant coupons for interest then matured have been
detached and cancelled.

         If all the Securities of any series are not to be issued at one time,
it shall not be necessary to deliver an Opinion of Counsel and an Officers'
Certificate at the time of issuance of each Security, but such opinion and
certificate, with appropriate modifications, shall be delivered at or before the
time of issuance of the first Security of such series. After any such first
delivery, any separate request by the Company that the Trustee authenticate
Securities of such series for original issue will be deemed to be a
certification by the Company that all conditions precedent provided for in this
Indenture relating to authentication and delivery of such Securities continue to
have been complied with.

SECTION 304.  TEMPORARY SECURITIES AND EXCHANGE OF SECURITIES.

         Pending the preparation of definitive Securities of any series, the
Company may execute, and upon Company Order the Trustee shall authenticate and
deliver, temporary Securities which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued, in registered form or, if authorized, in bearer form with one or
more coupons or without coupons, and with such appropriate insertions,
omissions, substitutions and other variations as the officers executing such
Securities may determine, as evidenced by their execution of such Securities. In
the case of Bearer Securities of any series, such temporary Securities may be in
global form, representing all of the Outstanding Bearer Securities of such
series.

         If temporary Securities of any series are issued, the Company will
cause definitive Securities of that series to be prepared without unreasonable
delay. After the preparation of definitive Securities of such series, the
temporary Securities of such series shall be exchangeable for definitive
Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company in a Place of Payment for that
series, without charge to the Holder. Upon surrender for cancellation of any one
or more temporary Securities of any series (accompanied by any unmatured coupons
appertaining thereto) the Company shall execute and the Trustee shall
authenticate and


<PAGE>


deliver in exchange therefor (at an office or agency of the Company in the case
of Bearer Securities) a like principal amount of definitive Securities of the
same series of authorized denominations and of like tenor; PROVIDED, HOWEVER,
that no definitive Bearer Security shall be delivered in exchange for a
temporary Registered Security; and PROVIDED, FURTHER, that no definitive Bearer
Security shall be delivered in exchange for a temporary Bearer Security unless
the Trustee shall have received from the person entitled to receive the
definitive Bearer Security a certificate in the form required by Section 311.
Until so exchanged the temporary Securities of any series shall in all respects
be entitled to the same benefits under this Indenture as definitive Securities
of such series.

SECTION 305.  REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

         The Company shall cause to be kept at the office of the Security
Registrar designated pursuant to this Section 305 or Section 1002 a register
(being the combined register of the Security Registrar and all Co-Security
Registrars and sometimes collectively referred to as the "Security Register") in
which, subject to such reasonable regulations as it may prescribe, the Company
shall provide for the registration of Registered Securities and of transfers of
Registered Securities.

         Upon surrender for registration of transfer of any Registered Security
of any series at the office or agency in a Place of Payment maintained for such
purpose for such series, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Registered Securities of the same series, of any
authorized denominations and of like tenor and aggregate principal amount.

         At the option of the Holder, Registered Securities of any series may be
exchanged for Registered Securities of the same series containing identical
terms and provisions of any authorized denominations and of like tenor and
aggregate principal amount, upon surrender of the Registered Securities to be
exchanged at any such office or agency. Whenever any Registered Securities are
so surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive.

         At the option of the Holder, Bearer Securities of any series may be
exchanged for Registered Securities of the same series containing identical
terms and provisions, of any authorized denominations and of like tenor and
aggregate principal amount, upon surrender of the Bearer Securities to be
exchanged at any such office or agency, with all unmatured coupons and all
matured coupons in default thereto appertaining. If the Holder of a Bearer
Security is unable to produce any such unmatured coupon or coupons or matured
coupon or coupons in default, such exchange may be effected if the Bearer
Securities are accompanied by payment in funds acceptable to the Company and the
Trustee in an amount equal to the face amount of such missing coupon or coupons,
or the surrender of such missing coupon or coupons may be waived by the Company
and the Trustee if there be furnished to them such security or indemnity as they
may require to


<PAGE>


save each of them and any Paying Agent harmless. If the Holder of such Security
shall surrender to any Paying Agent any such missing coupon in respect of which
such a payment shall have been made, such Holder shall be entitled to receive
the amount of such payment; PROVIDED, HOWEVER, that, except as otherwise
provided in Section 1002, interest represented by coupons shall be payable only
upon presentation and surrender of those coupons at an office or agency located
outside the United States. Notwithstanding the foregoing, in case a Bearer
Security of any series is surrendered at any such office or agency in exchange
for a Registered Security of the same series after the close of business at such
office or agency on (i) any Regular Record Date and before the opening of
business at such office or agency on the relevant Interest Payment Date, or (ii)
any Special Record Date and before the opening of business at such office or
agency on the related date for payment of Defaulted Interest, such Bearer
Security shall be surrendered without the coupon relating to such Interest
Payment Date or proposed date of payment, as the case may be (or, if such coupon
is so surrendered with such Bearer Security, such coupon shall be returned to
the person so surrendering the Bearer Security), and interest or Defaulted
Interest, as the case may be, will not be payable on such Interest Payment Date
or proposed date for payment, as the case may be, in respect of the Registered
Security issued in exchange for such Bearer Security, but will be payable only
to the Holder of such coupon when due in accordance with the provisions of this
Indenture.

         If expressly provided with respect to the Securities of any series, at
the option of the Holder, Registered Securities of such series may be exchanged
for Bearer Securities upon such terms and conditions as may be provided with
respect to such series.

         Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Securities
which the Holder making the exchange is entitled to receive.

         Notwithstanding the foregoing, except as otherwise provided in or
pursuant to this Indenture, any global Security shall be exchangeable for
definitive Securities only if (i) the Depositary is at any time unwilling,
unable or ineligible to continue as Depositary and a successor depositary is
not appointed by the Company within 60 days of the date the Company is so
informed in writing, (ii) the Company executes and delivers to the Trustee a
Company Order to the effect that such global Security shall be so
exchangeable, or (iii) an Event of Default has occurred and is continuing
with respect to the Securities. If the beneficial owners of interests in a
global Security are entitled to exchange such interests for definitive
Securities, then without unnecessary delay but in any event not later than
the earliest date on which such interests may be so exchanged, the Company
shall deliver to the Trustee definitive Securities in such form and
denominations as are required by or pursuant to this Indenture, and of the
same series, containing identical terms and in aggregate principal amount
equal to the principal amount of such global Security, executed by the
Company. On or after the earliest date on which such interests may be so
exchanged, such global Security shall be surrendered from time to time by the
U.S. Depositary or such other Depositary as shall be specified in the Company
Order with respect thereto, and in accordance with instructions given to the
Trustee and the U.S.

<PAGE>

Depositary or such other Depositary, as the case may be (which instructions
shall be in writing, but need not be contained in or accompanied by an
Officers' Certificate or be accompanied by an Opinion of Counsel), as shall
be specified in the Company Order with respect thereto to the Trustee, as the
Company's agent for such purpose, to be exchanged, in whole or in part, for
definitive Securities as described above without charge. The Trustee shall
authenticate and make available for delivery, in exchange for each portion of
such surrendered global Security, a like aggregate principal amount of
definitive Securities of the same series of authorized denominations and of
like tenor as the portion of such global Security to be exchanged, which
(unless such Securities are not issuable both as Bearer Securities and as
Registered Securities, in which case the definitive Securities exchanged for
the global Security shall be issuable only in the form in which the
Securities are issuable, as provided in or pursuant to this Indenture) shall
be in the form of Bearer Securities, or any combination thereof, as shall be
specified by the beneficial owner thereof; provided, however, that no such
exchanges may occur during a period beginning at the opening of business 15
days before any selection of Securities of the same series to be redeemed and
ending on the relevant Redemption Date; and provided, further, that (unless
otherwise provided in or pursuant to this Indenture) no Bearer Security
delivered in exchange for a portion of a global Security shall be mailed or
otherwise delivered to any location in the United States. Promptly following
any such exchange in part, such global Security shall be returned by the
Trustee to such Depositary or the U.S. Depositary, as the case may be, or
such other Depositary of U.S. Depositary referred to above in accordance with
the instructions of the Company referred to above. If a Registered Security
is issued in exchange for any portion of a global Security after the close of
business at the office or agency of such global Security where such exchange
occurs on or after (i) any Regular Record Date for such Security and before
the opening of business at such office or agency on the next Interest Payment
Date, or (ii) any Special Record Date for such Security and before the
opening of business at such office or agency on the related proposed date for
payment of interest or Default Interest, as the case may be, interest shall
not be payable on such Interest Payment Date or proposed date for payment, as
the case may be, in respect of such Registered Security, but shall be payable
on such Interest Payment Date or proposed date for payment, as the case may
be, only to the Person to whom interest in respect of such portion of such
global Security shall be payable in accordance with the provisions of this
Indenture.

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

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


<PAGE>


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

         The Company shall not be required (i) to issue, register the transfer
of or exchange Securities of any series during a period of 15 days immediately
preceding the date notice is given identifying the serial numbers of the
Securities of that series called for redemption and ending at the close of
business on (A) if Securities of the series are issuable only as Registered
Securities, the day of the mailing of the relevant notice of redemption and (B)
if Securities of the series are issuable as Bearer Securities, the day of the
first publication of the relevant notice of redemption or, if Securities of the
series are also issuable as Registered Securities and there is no publication,
the mailing of the relevant notice of redemption, or (ii) to register the
transfer of or exchange any Registered Security so selected for redemption in
whole or in part, except the unredeemed portion of any Security being redeemed
in part. or (iii) to exchange any Bearer Security so selected for redemption
except that such a Bearer Security may be exchanged for a Registered Security of
that series, PROVIDED that such Registered Security shall be immediately
surrendered for redemption with written instruction for payment consistent with
the provisions of this Indenture.

SECTION 306.  MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

         If any mutilated Security or a Security with a mutilated coupon
appertaining to it is surrendered to the Trustee, the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a new Security
of the same series containing identical terms and provisions and of like tenor
and principal amount and bearing a number not contemporaneously outstanding,
with coupons corresponding to the coupons, if any, appertaining to the
surrendered Security.

         If there shall be delivered to the Company and the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Security or
coupon and (ii) such security or indemnity as may be required by them to save
each of them and any agent of either of them harmless, then, in the absence of
notice to the Company or the Trustee that such Security or coupon has been
acquired by a bona fide purchaser, the Company shall execute and upon its
request the Trustee shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Security or in exchange for the Security to which a
destroyed, lost or stolen coupon appertains (with all appurtenant coupons not
destroyed, lost or stolen), a new Security of the same series containing
identical terms and provisions and of like tenor and principal amount and
bearing a number not contemporaneously outstanding, with coupons corresponding
to the coupons, if any, appertaining to such destroyed, lost or stolen Security
or to the Security to which such destroyed, lost or stolen coupon appertains.


<PAGE>


         Notwithstanding the foregoing provisions of this Section 306, in case
any mutilated, destroyed, lost or stolen Security or coupon has become or is
about to become due and payable, the Company in its discretion may, instead of
issuing a new Security, pay such Security or coupon; provided, however, that
payment of principal of, any premium or interest on or any Additional Amounts
with respect to any Bearer Securities shall, except as otherwise provided in
Section 1002, be payable only at an office or agency for such Securities located
outside the United States and, unless otherwise provided in or pursuant to this
Indenture, any interest on Bearer Securities and any Additional Amounts with
respect to such interest shall be payable only upon presentation and surrender
of the coupons appertaining thereto.

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

         Every new Security of any series, with its coupons, if any, issued
pursuant to this Section in lieu of any destroyed, lost or stolen Security, or
in exchange for a Security to which a destroyed, lost or stolen coupon
appertains, shall constitute an original additional contractual obligation of
the Company, whether or not the destroyed, lost or stolen Security and its
coupons, if any, or the destroyed, lost or stolen coupon shall be at any time
enforceable by anyone, and any such new Security and coupons, if any, shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that series and their coupons, if any, duly
issued hereunder.

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

SECTION 307.  PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

         Unless otherwise provided as contemplated by Section 301 with respect
to any series of Securities, interest on any Registered Security which is
payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest. In case a Bearer Security of any series is
surrendered in exchange for a Registered Security of such series after the close
of business (at an office or agency in a Place of Payment for such series) on
any Regular Record Date and before the opening of business (at such office or
agency) on the next succeeding Interest Payment Date, such Bearer Security shall
be surrendered without the coupon relating to such [merest Payment Date and
interest will not be payable on such Interest Payment Date in respect of the
Registered Security issued in exchange for such Bearer Security, but will be
payable only to the Holder of such coupon when due in accordance with the
provisions of this Indenture.


<PAGE>


         Any interest on any Registered Security of any series which is payable,
but is not punctually paid or duly provided for, on any Interest Payment Date
(herein called "Defaulted Interest") shall forthwith cease to be payable to the
Holder on the relevant Regular Record Date by virtue of having been such Holder,
and such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in Clause (1) or (2) below:

                  (1) The Company may elect to make payment of any Defaulted
         Interest to the Persons in whose names the Registered Securities of
         such series (or their respective Predecessor Securities) are registered
         at the close of business on a Special Record Date for the payment of
         such Defaulted Interest, which shall be fixed in the following manner.
         The Company shall notify the Trustee in writing of the amount of
         Defaulted Interest proposed to be paid on each Registered Security of
         such series and the date of the proposed payment, and at the same time
         the Company shall deposit with the Trustee an amount of money equal to
         the aggregate amount proposed to be paid in respect of such Defaulted
         Interest or shall make arrangements satisfactory to the Trustee for
         such deposit prior to the date of the proposed payment, such money when
         deposited to be held in trust for the benefit of the Persons entitled
         to such Defaulted Interest as in this Clause provided. Thereupon the
         Trustee shall fix Record Date for the payment of such Defaulted
         Interest which shall be not more than 15 days and not less than 10 days
         prior to the date of the proposed payment and not less than 10 days
         after the receipt by the Trustee of the notice of the proposed payment.
         The Trustee shall promptly notify the Company of such Special Record
         Date and, in the name and at the expense of the Company, shall cause
         notice of the proposed payment of such Defaulted Interest and the
         Special Record Date therefor to be mailed, first-class postage prepaid,
         to each Holder of Registered Securities of such series at the address
         of such Holder as it appears in the Security Register, not less than 10
         days prior to such Special Record Date. Notice of the proposed payment
         of such Defaulted Interest and the Special Record Date therefor having
         been so mailed, such Defaulted Interest shall be paid to the Persons in
         whose names the Registered Securities of such series (or their
         respective Predecessor Securities) are registered at the close of
         business on such Special Record Date and shall no longer be payable
         pursuant to the following Clause (2). In case a Bearer Security of any
         series is surrendered at the office or agency in a Place of Payment for
         such series in exchange for a Registered Security of such series after
         the close of business at such office or agency on any Special Record
         Date and before the opening of business at such office or agency on the
         related proposed date for payment of Defaulted Interest, such Bearer
         Security shall be surrendered without the coupon relating to such
         proposed date of payment and Defaulted Interest will not be payable on
         such proposed date of payment in respect of the Registered Security
         issued in exchange for such Bearer Security, but will be payable only
         to the folder of such coupon when due in accordance with the provisions
         of this Indenture.


<PAGE>


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

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

SECTION 308.  PERSONS DEEMED OWNERS.

         Prior to due presentment of a Registered Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Registered Security is registered as the
owner of such Registered Security for the purpose of receiving payment of
principal of (and premium, if any) and (subject to Section 307) interest on such
Registered Security and for all other purposes whatsoever, whether or not such
Registered Security be overdue, and neither the Company, the Trustee nor any
agent of the Company or the Trustee shall be affected by notice to the contrary.

         The Company, the Trustee and any agent of the Company or the Trustee
may treat the bearer of any Bearer Security and the bearer of any coupon as the
absolute owner of such Security or coupon for the purpose of receiving payment
thereof or on account thereof and for all other purposes whatsoever, whether or
not such Security or coupon be overdue, and neither the Company, the Trustee nor
any agent of the Company or the Trustee shall be affected by notice to the
contrary.

SECTION 309.  CANCELLATION.

         All Securities and coupons surrendered for payment, redemption,
registration of transfer or exchange or for credit against any sinking fund
payment shall, if surrendered to any Person other than the Trustee, be delivered
to the Trustee and shall be promptly cancelled by the Trustee. The Company may
at any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in any
manner whatsoever, and all Securities so delivered shall be promptly cancelled
by the Trustee. No Securities shall be authenticated in lieu of or in exchange
for any Securities cancelled as provided in this Section, except as expressly
permitted by this Indenture. All cancelled Securities and coupons held by the
Trustee shall be destroyed, and the Trustee shall promptly deliver a certificate
of destruction to the Company.


<PAGE>


SECTION 310.  COMPUTATION OF INTEREST.

         Except as otherwise specified as contemplated by Section 301 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.

SECTION 311.  FORM OF CERTIFICATION BY A PERSON ENTITLED TO RECEIVE A BEARER
              SECURITY.

         Whenever any provision of this Indenture or the forms of Security
contemplates that certification be given by a Person entitled to receive a
Bearer Security, such certification shall be provided substantially in the form
of the following certificate, with only such changes as shall be approved by the
Company:

                       [FORM OF CERTIFICATE TO BE GIVEN BY
                   PERSON ENTITLED TO RECEIVE BEARER SECURITY]
                                   CERTIFICATE
                            -------------------------

         This is to certify that the above-captioned Security is not being
acquired by or on behalf of a United States person, or for offer to resell or
for resale to a United States person, or, if a beneficial interest in the
Security is being acquired by a United States person, that such person is a
financial institution or is acquiring through a financial institution and that
the Security is held by a financial institution that has agreed in writing to
comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal
Revenue Code of 1986, as amended, and the regulations thereunder. If this
certificate is being provided by a clearing organization. it is based on
statements provided to it by its member organizations. As used herein, ' United
States" means the United States of America (including the States and the
District of Columbia), its territories and possessions and other areas subject
to its jurisdiction, and "United States person" means any citizen or resident of
the United States, any corporation, partnership or other entity created or
organized in or under the laws of the United States or any political subdivision
thereof and any estate or trust the income of which is subject to United States
Federal income taxation regardless of its source. If the undersigned is a
dealer, the undersigned agrees to obtain a similar certificate from each person
entitled to delivery of any of the above-captioned Securities in bearer form
purchased from it; PROVIDED, HOWEVER, that, if the undersigned has actual
knowledge that the information contained in such a certificate is false, the
undersigned will not deliver a Security in temporary or definitive bearer form
to the person who signed such certificate notwithstanding the delivery of such
certificate to the undersigned.

         We undertake to advise you by telex if the above statement as to
beneficial ownership is not correct on the date of delivery of the
above-captioned Securities in bearer form as to all of such Securities.


<PAGE>


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

Dated:....................., 19......

                                        ........................................


                                  ARTICLE FOUR
                           SATISFACTION AND DISCHARGE

SECTION 401.  SATISFACTION AND DISCHARGE OF INDENTURE.

         This Indenture shall upon Company Request cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of
Securities herein expressly provided for, and any right to receive Additional
Amounts, as provided in Section 1004), and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this indenture, when

                  (1)      either

                           (A) all Securities theretofore authenticated and
                  delivered and all coupons appertaining thereto (other than (i)
                  coupons appertaining to Bearer Securities surrendered for
                  exchange for Registered Securities and maturing after such
                  exchange, whose surrender is not required or has been waived
                  as provided in Section 305, (ii) Securities and coupons which
                  have been destroyed, lost or stolen and which have been
                  replaced or paid as provided in Section 306, (iii) coupons
                  appertaining to Securities called for redemption and maturing
                  after the relevant Redemption Date, whose surrender has been
                  waived as provided in Section 1107, and (iv) Securities and
                  coupons for whose payment money has theretofore been deposited
                  in trust or segregated and held in trust by the Company and
                  thereafter repaid to the Company or discharged from such
                  trust, as provided in Section 1003) have been delivered to the
                  Trustee for cancellation; or

                           (B) all such Securities not theretofore delivered to
                  the Trustee for cancellation

                                    (i)     have become due and payable, or

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


<PAGE>


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

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

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

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

         In the event there are Securities of two or more series hereunder, the
Trustee shall be required to execute an instrument acknowledging satisfaction
and discharge of this Indenture only if requested to do so with respect to
Securities of all series as to which it is Trustee and if the other conditions
thereto are met. In the event there are two or more Trustees hereunder, then the
effectiveness of any such instrument shall be conditioned upon receipt of such
instruments from all Trustees hereunder.

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607, the obligations of
the Trustee to any Authenticating Agent under Section 614 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.


<PAGE>


SECTION 402.  APPLICATION OF TRUST MONEY.

         Subject to the provisions of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Section 401 or 403 shall be held in
trust and applied by it, in accordance with the provisions of the Securities,
the coupons and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal (and
premium, if any) and interest for whose payment such money has been deposited
with the Trustee.

SECTION 403.  SATISFACTION. DISCHARGE AND DEFEASANCE OF SECURITIES OF ANY
              SERIES.

         If this Section 403 is specified, as contemplated by Section 301, to be
applicable to Securities of any series, then notwithstanding Section 401, (i)
the Company shall be deemed to have paid and discharged the entire indebtedness
on all the Outstanding Securities of any such series; (ii) the provisions of
this Indenture as it relates to such Outstanding Securities shall no longer be
in effect (except as to the rights of Holders of Securities to receive, from the
trust fund described in subparagraph (1) below, payment of the principal of (and
premium, if any) and any installment of principal of (and premium, if any) or
interest on such Securities on the Stated Maturity of such principal or
installment of principal or interest or any mandatory sinking fund payments or
analogous payments applicable to the Securities of that series on the day on
which such payments are due and payable in accordance with the terms of the
Indenture and of such Securities, the Company's obligations with respect to such
Securities under Sections 304, 305, 306, 1002 and 1004 and the rights, powers,
trusts, duties and immunities of the Trustee hereunder, including those under
Section 607 hereof); and (iii) the Trustee, at the expense of the Company,
shall, upon Company Request, execute proper instruments acknowledging
satisfaction and discharge of such indebtedness, when

                  (1)      either

                           (A) with respect to all Outstanding Securities of
                  such series, with reference to this Section 403, the Company
                  has deposited or caused to be deposited with the Trustee (or
                  another trustee satisfying the requirements of Section 609)
                  irrevocably (but subject to the provisions of Section 402 and
                  the last paragraph of Section 1004), as trust funds in trust,
                  specifically pledged as security for, and dedicated solely to,
                  the benefit of the Holders of the Securities of that series,
                  (X) lawful money of the United States in an amount, or (Y)
                  U.S. Government Obligations which through the payment of
                  interest and principal in respect thereof in accordance with
                  their terms will provide not later than the opening of
                  business on the due dates of any payment referred to in clause
                  (i) or (ii) of this subparagraph (l)(A) lawful money of the
                  United States in an amount, or (Z) a combination thereof,
                  sufficient, in the opinion of a nationally recognized firm of
                  independent public accountants expressed in a written
                  certification


<PAGE>


                  thereof delivered to the Trustee, to pay and discharge (i) the
                  principal of (and premium, if any) and each installment of
                  principal (and premium, if any) and interest on the
                  Outstanding Securities of that series on the Stated Maturity
                  of such principal or installment of principal or interest and
                  (ii) any mandatory sinking fund payments or analogous payments
                  applicable to Securities of such series on the day on which
                  such payments are due and payable in accordance with the terms
                  of this Indenture and of such Securities; PROVIDED, HOWEVER,
                  the Company shall not make or cause to be made the deposit
                  provided for by this subparagraph (A) unless the Company shall
                  have delivered to the Trustee an Opinion of Counsel to the
                  effect that either (i), as a result of such deposit and the
                  related exercise of the Company's option under this Section
                  403, registration will not be required under the Investment
                  Company Act of 1940, as amended, by the Company, the trust
                  funds representing such deposit or the Trustee or (ii) all
                  necessary registrations under said Act have been effected; or

                           (B) the Company has properly fulfilled such other
                  means of satisfaction and discharge as is specified, as
                  contemplated by Section 301, to be applicable to the
                  Securities of such series;

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

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

                  (4) no Event of Default or event which with the giving of
         notice or lapse of time, or both, would become an Event of Default with
         respect to the Securities of that series shall have occurred and be
         continuing on the date of such deposit and no Event of Default under
         Section 501(5) or Section 501(6) or event which with the giving of
         notice or lapse of time, or both, would become an Event of Default
         under Section 501(5) or Section 501(6) shall have occurred and be
         continuing on the 91st day after such date;

                  (5) the Company has delivered to the Trustee an Opinion of
         Counsel to the effect that (a) the Company has received from, or there
         has been published by, the Internal Revenue Service a ruling, or (b)
         since the date of this Indenture there has been a change in applicable
         Federal income tax law, in either case to the effect that, and based
         thereon such Opinion of Counsel shall confirm that, the Holders of
         Securities of such series will not recognize income, gain or loss for
         Federal income tax purposes as a result of such deposit, defeasance and
         discharge and will be subject to Federal income tax on the same amount
         and in the same manner and at the same times, as would have been the
         case if such deposit, defeasance and discharge had not occurred;


<PAGE>


                  (6) if the Securities of that series are then listed on any
         national securities exchange, the Company shall have delivered to the
         Trustee an Opinion of Counsel to the effect that such deposit,
         defeasance and discharge will not cause such Securities to be delisted;
         and

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

         Any deposits with the Trustee referred to in Section 403(1)(A) above
shall be irrevocable and shall be made under the terms of an escrow trust
agreement in form and substance satisfactory to the Trustee. If any Outstanding
Securities of such series are to be redeemed prior to their Stated Maturity,
whether pursuant to any optional redemption provisions or in accordance with any
mandatory sinking fund requirement, the applicable escrow trust agreement shall
provide therefor and the Company shall make such arrangements as are
satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Company.

         Upon the satisfaction of the conditions set forth in this Section 403
with respect to all the Outstanding Securities of any series, the terms and
conditions of such series, including the terms and conditions with respect
thereto set forth in this Indenture, shall no longer be binding upon, or
applicable to, the Company; PROVIDED that the Company shall not be discharged
from any payment obligations in respect of Securities of such series which are
deemed not to be under clause (iii) of the definition thereof if such
obligations continue to be valid obligations of the Company under applicable
law.

         Notwithstanding the cessation, termination and discharge of all
obligations, covenants and agreements (except as provided above in this Section
403) of the Company under the Indenture with respect to any series of
Securities, the obligations of the Company to the Trustee under Section 607, the
obligations of the Trustee under Section 402 and the last paragraph of Section
1004 shall survive with respect to such series of Securities.

         Each supplemental indenture with respect to a series of Securities may
contain other provisions with respect to the satisfaction, discharge and
defeasance of such series, which provisions may be additional to, or in
replacement of, the provisions set forth in this Section 403.


                                  ARTICLE FIVE
                                    REMEDIES


<PAGE>


SECTION 501.  EVENTS OF DEFAULT.

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

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

                  (2) default in the payment of the principal of (or premium, if
         any, on) any Security of that series when it becomes due and payable
         either at Maturity; or

                  (3) default in the deposit of any sinking fund payment, when
         and as due by the terms of a Security of that series; or

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

                  (5) a default under any mortgage, indenture or instrument
         under which there may be issued or by which there may be secured or
         evidenced any indebtedness for money borrowed by the Company (including
         this Indenture), whether such indebtedness now exists or shall
         hereafter be created, which default shall have resulted in such
         indebtedness, in an aggregate principal amount exceeding $35,000,000
         (except that such dollar amount shall not apply with respect to a
         default with respect to Securities of any series), becoming or being
         declared due and payable prior to the date on which it would otherwise
         have become due and payable, without such indebtedness having been
         discharged, or such acceleration having been rescinded or annulled, or
         there having been deposited in trust a sum of money sufficient to
         discharge in full such indebtedness, within a period of 20 days after
         there shall have been given, by registered or certified mail, to the
         Company by the Trustee or to the Company and the Trustee by the Holders
         of at least 25% in principal amount of the Outstanding Securities of
         that series a written notice specifying such default and requiring the
         Company to cause such indebtedness to be discharged, cause there to be
         deposited


<PAGE>


         in trust a sum sufficient to discharge in full such indebtedness or
         cause such acceleration to be rescinded or annulled and stating that
         such notice is a "Notice of Default" hereunder; PROVIDED, HOWEVER,
         that, subject to the provisions of Sections 601 and 602, the Trustee
         shall not be deemed to have knowledge of such default unless either (A)
         a Responsible Officer of the Trustee shall have actual knowledge of
         such default or (B) the Trustee shall have received written notice
         thereof from the Company, from any Holder, from the holder of any such
         indebtedness or from the trustee under any such mortgage, indenture or
         other instrument; PROVIDED, FURTHER, that any such event of default
         shall not be deemed to have occurred so long as the Company shall
         contest the validity thereof in good faith by appropriate proceedings;
         or

                  (6) the entry by a court having jurisdiction in the premises
         of (A) a decree or order for relief in respect of the Company in an
         involuntary case or proceeding under any applicable Federal or State
         bankruptcy, insolvency, reorganization or other similar law or (B) a
         decree or order appointing a custodian, receiver, liquidator, assignee,
         trustee, sequestrator or other similar official of the Company, or of
         any substantial part of its property, or ordering the winding up or
         liquidation of its affairs, and the continuance of any such decree or
         order for relief or any such other decree or order unstayed and in
         eject for a period of 60 consecutive days; or

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

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

<PAGE>


SECTION 502.  ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

         If an Event of Default with respect to Securities of any series at the
time Outstanding occurs and is continuing, then in every such case the Trustee
or the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series may declare the principal amount (or, if the
Securities of that series. are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms of that series) of all
of the Securities of that series to be due and payable immediately, by a notice
in writing to the Company (and to the Trustee if given by Holders), and upon any
such declaration such principal amount (or specified amount) shall become
immediately due and payable.

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

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

                           (A) all overdue interest on all Securities of that
                  series,

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

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

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

         and

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


<PAGE>


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

SECTION 503.  COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

         The Company covenants that if

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

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

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities and coupons, the whole amount then due and payable on
such Securities and coupons for principal (and premium, if any) and interest
and, to the extent that payment of such interest shall be legally enforceable,
interest on any overdue principal (and premium, if any) and on any overdue
interest, at the rate or rates borne by or provided for in such Securities, and,
in addition thereto, such further amount as shall be sufficient to cover the
costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.

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

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


<PAGE>


SECTION 504.  TRUSTEE MAY FILE PROOFS OF CLAIM.

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


                  (i) to file and prove a claim for the whole amount of
         principal (or, if the Securities of such 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 502) (and premium, if any) and any interest
         owing and unpaid in respect of the Securities and to file such other
         papers or documents as may be necessary or advisable in order to have
         the claims of the Trustee (including any claim for the reasonable
         compensation, expenses, disbursements and advances of the Trustee, its
         agents and counsel) and of the Holders of Securities and coupons
         allowed in such judicial proceeding, and


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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder of Securities and coupons to make such payments to the Trustee and,
in the event that the Trustee shall consent to the making of such payments
directly to the Holders of Securities and coupons, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 607.

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


<PAGE>


SECTION 505.     TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES OR
                 COUPONS.

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

SECTION 506.  APPLICATION OF MONEY COLLECTED.

         Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal (or premium,
if any) or any interest, upon presentation of the Securities or coupons, or
both, as the case may be, 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 under
         Section 607; and

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

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

SECTION 507.  LIMITATION ON SUITS.

         Subject to Section 508, no Holder of any Security of any series or any
related coupons shall have any right to institute any proceeding, judicial or
otherwise, with respect to this Indenture, or for the appointment of a receiver
or trustee, or for any other remedy hereunder, unless:

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

                  (2) the Holders of not less than 25% in principal amount of
         the Outstanding Securities of that series shall have made written
         request to the


<PAGE>


         Trustee to institute proceedings in respect of such Event of Default in
         its own name as Trustee hereunder;

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

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

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

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

SECTION 508.      UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM
                  AND INTEREST.

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

SECTION 509.  RESTORATION OF RIGHTS AND REMEDIES.

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


<PAGE>


SECTION 510.  RIGHTS AND REMEDIES CUMULATIVE.

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

SECTION 511.  DELAY OR OMISSION NOT WAIVER.

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

SECTION 512.  CONTROL BY HOLDERS OF SECURITIES.

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

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

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

SECTION 513.  WAIVER OF PAST DEFAULTS.

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

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


<PAGE>


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

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

SECTION 514.  UNDERTAKING FOR COSTS.


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


SECTION 515.  WAIVER OF STAY OR EXTENSION LAWS.

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


                                   ARTICLE SIX
                                   THE TRUSTEE


<PAGE>


SECTION 601.  CERTAIN DUTIES AND RESPONSIBILITIES.

         (a) Except during the continuance of-an Event of Default with respect
to Securities of any series,

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

         (b) In case an Event of Default with respect to Securities of any
series has occurred and is continuing, the Trustee shall exercise, with respect
to Securities of such series, such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs.

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

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

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

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

                  (4) no provision of this Indenture shall require the Trustee
         to expend or risk its own funds or otherwise incur any financial
         liability in the performance


<PAGE>


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

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

SECTION 602.  NOTICE OF DEFAULTS.


         Within 90 days after the occurrence of any default hereunder with
respect to the Securities of any series, the Trustee shall transmit by mail
to all Holders of Securities of such series entitled to receive reports
pursuant to Section 703(c), notice of all defaults hereunder known to the
Trustee, unless such default shall have been cured or waived; PROVIDED,
HOWEVER, that, except in the case of a default in the payment of the
principal of (or premium, if any) or interest on any Security of such series
or in the payment of any sinking fund installment with respect to Securities
of such series, the Trustee shall be protected in withholding such notice if
and so long as the board of directors, the executive committee. or a trust
committee of directors or Responsible Officers of the Trustee in good faith
determine that the withholding of such notice is in the interests of the
Holders of Securities and coupons of such series; and PROVIDED, FURTHER, that
in the case of any default of the character specified in Section 501(4) with
respect to Securities of such series, no such notice to Holders shall be
given until at least 60 days after the occurrence thereof. For the purpose of
this Section, the term "default" means any event which is, or after notice or
lapse of time or both would become, an Event of Default with respect to
Securities of such series.


SECTION 603.  CERTAIN RIGHTS OF TRUSTEE.

         Subject to the provisions of Section 601:

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

         (b) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order and any resolution
of the Board of Directors may be sufficiently evidenced by a Board Resolution;

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


<PAGE>


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

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

         (f) the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate. statement, instrument,
opinion, report, notice, request, direct ion, consent, order, bond, debenture.
note, coupon, other evidence of indebtedness or other paper or document, but the
Trustee, in its discretion, may make such further inquiry or investigation into
such facts or matters as it may seem fit, and, if the Trustee shall determine to
make such further inquiry or investigation, it shall be entitled to examine the
books, records and premises of the Company, personally or by agent or attorney;

         (g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder; and


         (h) except as otherwise provided in Section 501(5), the Trustee
shall not be charged with knowledge of any Event of Default with respect to
the Securities of any series for which it is acting as Trustee unless either
(1) a Responsible Officer of the Trustee assigned to the Corporate Trust
Office of the Trustee (or any successor division or department of the
Trustee) shall have actual knowledge of the Event of Default or (2) written
notice of such Event of Default shall have been given to the Trustee by the
Company, any other obligor on such Securities or by any Holder of such
Securities.


<PAGE>


SECTION 604.  NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

         The recitals contained herein and in the Securities (except the
Trustee's certificates of authentication) and in any coupons shall be taken as
the statements of the Company, and the Trustee or any Authenticating Agent
assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or coupons. The Trustee or any Authenticating Agent shall not be
accountable for the use or application by the Company of Securities or the
proceeds thereof.

SECTION 605.  MAY HOLD SECURITIES.


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


SECTION 606.  MONEY HELD IN TRUST.

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

SECTION 607.  COMPENSATION AND REIMBURSEMENT.

         The Company agrees

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

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


                  (3) to indemnify the Trustee (which for purposes of this
         Section 607(3) shall include its officers, directors, employees and
         agents) for, and to hold it harmless against, any loss, liability or
         expense incurred without negligence or bad faith on its part, arising
         out of or in connection with the acceptance or


<PAGE>


         administration of the trust or trusts hereunder, including the costs
         and expenses of defending itself against any claim or liability in
         connection with the exercise or performance of any of its powers or
         duties hereunder.

         The provisions of this Section 607(c) shall survive the termination of
this Indenture or the resignation or removal of the Trustee.


SECTION 608.  TRUSTEE'S LIEN.

         To secure the Company's payment obligations in this Section, the
Trustee shall have a lien prior to the Securities on all money or property
held or collected by the Trustee, except that held in trust to pay principal
and interest on particular Securities. Such lien shall survive the
satisfaction and discharge of this Indenture.


SECTION 609.  CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

         There shall at all times be a Trustee hereunder which shall 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 exercise corporate trust powers, having a combined capital and surplus
of at least $150,000,000 and subject to supervision or examination by Federal or
State authority. If such corporation 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 corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.

SECTION 610.  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

                  (a) No resignation or removal of the Trustee and no
         appointment of a successor Trustee pursuant to this Article shall
         become effective until the acceptance of appointment by the successor
         Trustee in accordance with the applicable requirements of Section 611.

                  (b) The Trustee may resign at any time with respect to the
         Securities of one or more series by giving written notice thereof to
         the Company. If the instrument of acceptance by successor Trustee
         required by Section 611 shall not have been delivered to the Trustee
         within 30 days after the giving of such notice of resignation, the
         resigning Trustee may petition any court of competent jurisdiction for
         the appointment of a successor Trustee with respect to the Securities
         of such series.

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

                  (d) If at any time:


<PAGE>


                          (1) the Trustee shall fail to comply with Section
                  608(a) after written request therefor by the Company or by any
                  Holder of a Security who has been a bona fide Holder of a
                  Security for at least six months, or the Trustee shall
                  cease to be eligible under Section 609 and shall fail to
                  resign after written request therefor by the Company or by
                  any such Holder, or


                          (2) the Trustee shall cease to be eligible under
                  Section 609 and shall fail to resign after written request
                  therefor by the Company or by any such Holder, or the
                  Trustee shall become incapable of acting or shall be
                  adjudged a bankrupt or insolvent or a receiver of the
                  Trustee or of its property shall be appointed or any public
                  officer shall take charge or control of the Trustee or of
                  its property or affairs for the purpose of rehabilitation,
                  conservation or liquidation, then, in any such case, (i)
                  the Company by a Board Resolution may remove the Trustee
                  with respect to all Securities, or (ii) subject to Section
                  514, any Holder of a Security who has been a bona fide
                  Holder of a Security 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 with respect to all Securities and the appointment
                  of a successor Trustee or Trustees.


                          (3) the Trustee shall become incapable of acting or
                  shall be adjudged a bankrupt or insolvent or a receiver of the
                  Trustee or of its property shall be appointed or any public
                  officer shall take charge or control of the Trustee or of its
                  property or affairs for the purpose of rehabilitation,
                  conservation or liquidation, then, in any such case, (i) the
                  Company by a Board Resolution may remove the Trustee with
                  respect to all Securities, or (ii) subject to Section 514, any
                  Holder of a Security who has been a bona fide Holder of a
                  Security 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 with respect to
                  all Securities and the appointment of a successor Trustee or
                  Trustees.

         (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that at any such
successor Trustee may be appointed with respect to the securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and shall comply with the
applicable requirements of Section 611. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
611, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the Company. If
no successor Trustee with respect to the securities of any series shall have
been so appointed by the Company or the Holders of Securities and accepted
appointment in the manner required by Section 611, any Holder of a Security who
has been a bona fide Holder of a security of such series for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the appointment of a successor Trustee with
respect to the securities of such series.

         (f) The Company shall give notice of each resignation and each removal
of the Trustee with respect to the Securities of any series and each appointment
of a successor Trustee with respect to the securities of any series by mailing
written notice of


<PAGE>


such event by first-class mail, postage prepaid, to all Holders of Registered
Securities, if any, of such series as their names and addresses appear in the
security Register and, if Securities of such series are issuable as Bearer
Securities, by publishing notice of such event once in an Authorized Newspaper
in each Place of Payment located outside the United States. Each notice shall
include the name of the successor Trustee with respect to the Securities of such
series and the address of its Corporate Trust Office.


SECTION 611.  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

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


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


<PAGE>


successor Trustee all property and money held by such retiring Trustee hereunder
with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates.


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


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

SECTION 612.  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

         Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, PROVIDED such
corporation shall be otherwise qualified and eligible under this Article;
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

SECTION 613.  INTENTIONALLY OMITTED.


<PAGE>


SECTION 614.  APPOINTMENT OF AUTHENTICATING AGENT.

         At any time the Trustee may appoint an Authenticating Agent or Agents
with respect to one or more series of Securities which shall be authorized to
act on behalf of the Trustee to authenticate Securities of such series issued
upon exchange, registration of transfer or partial redemption thereof or
pursuant to Section 306, and Securities so authenticated shall be entitled to
the benefits of this indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such 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 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 (i) mail written notice
of such appointment by first-class mail, postage prepaid, to all Holders of
Registered Securities, if any, of the series with respect to which such
Authenticating Agent will serve, as their names and addresses appear in the
Security Register, and (ii) if Securities of the series are issuable as Bearer
Securities, publish notice of such appointment at least once in an Authorized
Newspaper in the place where such successor


<PAGE>


Authenticating Agent has its principal office if such office is located outside
the United States. 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.

         The provisions of Sections 308, 604 and 605 shall be applicable to each
Authenticating Agent.

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

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

                                            -----------------------------------
                                            AS TRUSTEE

                                            BY_________________________________
                                            AS AUTHENTICATING AGENT

                                            BY_________________________________
                                            AUTHORIZED SIGNATORY

                                            BY_________________________________
                                            AUTHORIZED SIGNATORY


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


                                  ARTICLE SEVEN
                         REPORTS BY TRUSTEE AND COMPANY


<PAGE>


SECTION 701.  REPORTS BY TRUSTEE TO SECURITYHOLDERS.

         Within 60 days after March 15 in each year, beginning with the March 15
following the date of this Indenture, the Trustee shall mail to the
Securityholders a brief report dated as of such reporting date in compliance
with Section 313(a) of the Trust Indenture Act of 1939. The Trustee also shall
comply with Section 313(b) of the Trust Indenture Act of 1939. The Trustee shall
also transmit by mail all reports as required by Section 313(c) of the Trust
Indenture Act of 1939. The Issuer shall promptly notify the Trustee when the
Securities are listed on any stock exchange.

SECTION 702.  REPORTS.

         The Issuer shall comply with the provisions of Section 314(a) of the
Trust Indenture Act of 1939 and shall file with the Trustee within 45 days after
it files them with the Commission and in any event no later than 60 days after
the end of the respective fiscal quarter, copies of its annual report and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as the Commission may by rules and regulations prescribe) which
the Issuer is required to file with the Commission pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934, as amended.



                                  ARTICLE EIGHT
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801.  COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS

         The Company shall not consolidate with or merge into any other
corporation or convey, transfer or lease its properties and assets substantially
as an entirety to any Person, unless:

                  (1) the corporation formed by such consolidation or into which
         the Company is merged or the Person which acquires by conveyance or
         transfer, or which leases, the properties and assets of the Company
         substantially as an entirety shall be a corporation organized and
         existing under the laws of the United States of America, any State
         thereof or the District of Columbia, and if such corporation is not the
         Company, shall expressly assume, by an indenture supplemental hereto,
         executed and delivered to the Trustee, in form satisfactory to the
         Trustee, the due and punctual payment of the principal of (and premium,
         if any) and interest (including all Additional Amounts, if any, payable
         pursuant to Section 1004) on all the Securities and the performance of
         every covenant of this Indenture on the part of the Company to be
         performed or observed;


<PAGE>


                  (2) immediately after giving effect to such transaction and
         treating any indebtedness which becomes an obligation of the Company or
         a Subsidiary as a result of such transaction as having been incurred by
         the Company or such Subsidiary at the time of such transaction, no
         Event of Default, and no event which, after notice or lapse of time or
         both, would become an Event of Default, shall have happened and be
         continuing;

                  (3) if, as a result of any such or merger or conveyance
         transfer or lease, properties or assets of the Company would become
         subject to a mortgage, pledge, lien, security interests or other
         encumbrance which would not be permitted by this Indenture, the Company
         or such successor corporation or Person, as the case may be, shall take
         such steps as shall be necessary effectively to secure the Securities
         equally and ratably with (or prior to) all indebtedness secured
         thereby; and

                  (4) the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that such
         consolidation (if the corporation formed by such consolidation is not
         the Company), merger, conveyance, transfer or lease and such
         supplemental indenture comply with this Article and that all conditions
         precedent herein provided for relating to such transaction have been
         complied with.

SECTION 802.  SUCCESSOR CORPORATION SUBSTITUTED.

         Upon any consolidation by the Company with or merger by the Company
into any other corporation or any conveyance, transfer or lease of properties
and assets of the Company substantially as an entirety in accordance with
Section 801, the successor corporation formed by such consolidation or into
which the Company is merged or to which such conveyance, transfer or lease is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor corporation had been named as the Company herein, and thereafter,
except in the case of a lease, the predecessor corporation shall be relieved of
all obligations and covenants under this Indenture and the Securities and
coupons.


                                  ARTICLE NINE
                             SUPPLEMENTAL INDENTURES

SECTION 901.  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

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


<PAGE>


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

                  (2) to add to the covenants of the Company for the benefit 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 solely for the
         benefit of such series) or to surrender any right or power herein
         conferred upon the Company; or

                  (3) to add any additional Events of Default; or

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

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

                  (6) to secure the Securities; or

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

                  (8) to evidence and provide for the acceptance of appointment
         hereunder by a successor Trustee with respect to the Securities of one
         or more series and to add to or change any of the provisions of this
         Indenture as shall be necessary to provide for or facilitate the
         administration of the trusts hereunder by more than one Trustee,
         pursuant to the requirements of Section 611(b); or

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


<PAGE>


SECTION 902.  SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

         With the consent of the Holders of not less than 66 2/3% in principal
amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders of Securities delivered to the
Company and the Trustee, the Company, when authorized by a Board Resolution, and
the Trustee may enter into an indenture or indentures supplemental hereto for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this indenture or of modifying in any manner the rights
of the Holders of Securities of such series and any related coupons under this
Indenture; PROVIDED, HOWEVER, that no such supplemental indenture shall, without
the consent of the Holder of each Outstanding Security or coupon affected
thereby,

                  (1) change the Stated Maturity of the principal of, or any
         installment of principal of or interest on, any Security, or reduce the
         principal amount thereof or the rate of interest thereon or any premium
         payable upon the redemption thereof, or change any obligation of the
         Company to pay Additional Amounts (pursuant to Section 1004 (except as
         contemplated by Section 801(1) and permitted by Section 901(1)), or
         reduce the amount of the principal of an Original Issue Discount
         Security that would be due and payable upon a declaration of
         acceleration of the Maturity thereof pursuant to Section 502, or change
         any Place of Payment, or the coin or currency in which, any Security or
         any premium or the interest thereon is payable, or impair the right to
         institute suit for the enforcement of any such payment on or after the
         Stated Maturity thereof (or, in the case of redemption, on or after the
         Redemption Date), or

                  (2) reduce the percentage in principal amount of the
         Outstanding Securities of any series, the consent of whose Holders is
         required for any such supplemental indenture, or the consent of whose
         Holders is required for any waiver (of compliance with certain
         provisions of this Indenture or certain defaults hereunder and their
         consequences) provided for in this Indenture, or reduce the
         requirements of Section 1304 for quorum or voting, or

                  (3) change any obligation of the Company to maintain an office
         or agency in Section 1002, or

                  (4) modify any of the provisions of this Section, Section 513
         or Section 1012, except to increase any such percentage or to provide
         that certain other provisions of this Indenture cannot be modified or
         waived without the consent of the Holder of each Outstanding Security
         affected thereby, PROVIDED, HOWEVER, that this clause shall not be
         deemed to require the consent of any Holder of a Security or coupon
         with respect to changes in the references to "the Trustee" and
         concomitant changes in this Section and Section 1012, or the deletion
         of this proviso, in accordance with the requirements of Sections 611(b)
         and 901(8).


<PAGE>


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

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

SECTION 903.  EXECUTION OF SUPPLEMENTAL INDENTURES.

         In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 601) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

SECTION 904.  EFFECT OF SUPPLEMENTAL INDENTURES.

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

SECTION 905.  CONFORMITY WITH TRUST INDENTURE ACT.

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

SECTION 906.  REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

         Securities of any series authenticated and delivered after execution of
any supplemental indenture pursuant to this Article may, and shall if required
by the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new securities of any series so modified as to conform, in the opinion of the
Trustee and the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series.


<PAGE>


                                   ARTICLE TEN
                                    COVENANTS

SECTION 1001.  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 the principal of (and premium,
if any) and interest on the Securities of that series in accordance with the
terms of the Securities, any coupons appertaining thereto and this Indenture.
Any interest due on Bearer Securities on or before Maturity, other than
Additional Amounts, if any, payable as provided in Section 1004 in respect of
principal of (or premium, if any, on) such a Security, shall be payable only
upon presentation and surrender of the several coupons for such interest
installments as are evidenced thereby as they severally mature.

SECTION 1002.  MAINTENANCE OF OFFICE OR AGENCY.

         If securities of a series are issuable only as Registered Securities,
the Company will maintain in each Place of Payment for such series and office or
agency where Securities of that series may be presented or surrendered for
payments, where Securities of that series may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served. If
Securities of a series are issuable as Bearer Securities, the Company will
maintain (A) in the Borough of Manhattan, The City of New York, an office or
agency where any Registered Securities of that series may be presented or
surrendered for payment, where any Registered Securities of that series may be
surrendered for registration of transfer, where Securities of that series may be
surrendered for exchange, where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served and
where Bearer Securities of that series and related coupons may be presented or
surrendered for payment in the circumstances described in the following
paragraph (and not otherwise), (B) subject to any laws or regulations applicable
thereto, in a Place of Payment for that series which is located outside the
United States, an office or agency where Securities of that series and related
coupons may be presented and surrendered for payment (including payment of any
Additional Amounts payable on Securities of that series pursuant to Section
1004); PROVIDED, HOWEVER, that if the Securities of that series are listed on
The Stock Exchange of the United Kingdom and the Republic of Ireland, the
Luxembourg Stock Exchange or any other stock exchange located outside the United
States and such stock exchange shall so require, the Company will maintain a
Paying Agent for the Securities of that series in London, Luxembourg or any
other required city located outside the United States, as the case may be, so
long as the Securities of that series are listed on such exchange, and (C)
subject to any laws or regulations applicable thereto, in a Place of Payment for
that series located outside the United States an office or agency where any
Registered Securities of that series may be surrendered for registration of
transfer, where Securities of that series may be surrendered for exchange and
where notices and demands to or upon the Company in respect of the Securities of
that series and this Indenture may


<PAGE>


be served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of any such office or agency. If at
any time the Company shall fail to maintain any such required office or agency
in respect to any series of Securities or shall fail to furnish the Trustee with
the address thereof, such presentations, and surrenders of Securities of that
series may be made and notices and demands may be made or served at the
Corporate Trust Office of the Trustee.

         No payment of principal, premium or interest on Bearer Securities shall
be made at any office or agency of the Company in the United States or by check
mailed to any address in the United States or by transfer to an account
maintained with a bank located in the United States; PROVIDED, HOWEVER, payment
of principal of and any premium and interest in U.S. dollars (including
Additional Amounts payable in respect thereof) on any Bearer Security may be
made at the Corporate Trust Office of the Trustee in the Borough of Manhattan,
The City of New York if (but only if) payment of the full amount of such
principal, premium, interest or Additional Amounts at all offices outside the
United States maintained for the purpose by the Company in accordance with this
Indenture is illegal or effectively precluded by exchange controls or other
similar restrictions.

         The Company may also from time to time designate one or more other
offices or agencies where the Securities of one or more series may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations; PROVIDED, HOWEVER, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office
or agency in each Place of Payment in accordance with the requirements set forth
above for-Securities of any series for such purposes. The Company will give
prompt written notice to the Trustee of any such designation or rescission and
of any change in the location of any such other office or agency.

SECTION 1003.  MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.

         If the Company shall at any time act as its own Paying Agent with
respect to any series of Securities, it will, on or before each due date of the
principal of (and premium, if any) or interest on any of the Securities of that
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal (and premium, if any) or interest
so becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided and will promptly notify the Trustee of its
action or failure to so act.

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


<PAGE>


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

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

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

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

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

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of (and premium, if
any) or interest on any Security of any series and remaining unclaimed for two
years after such principal (and premium, if any) or interest has become due and
payable shall be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security or
any coupon appertaining thereto shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; PROVIDED, HOWEVER,
that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in an
Authorized Newspaper in each Place of Payment notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less than
30 days nor more than 90 days and no more than 90 days, turn funds over from the
date of such publication, any unclaimed balance of such money then remaining
will be repaid to the Company.

<PAGE>


SECTION 1004.  ADDITIONAL AMOUNTS.

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

         If the Securities of a series provide for the payment of Additional
Amounts, at least 10 days prior to the first Interest Payment Date with respect
to that series of Securities (or if the Securities of that series will not bear
interest prior to Maturity, the first day on which a payment of principal (and
premium, if any) is made), and at least 10 days prior to each date of payment of
principal (and premium, if any) or interest if there has been any change with
respect to the matters set forth in the below-mentioned Officers' Certificate,
the Company will furnish the Trustee and the Company's principal Paying Agent or
Paying Agents, if other than the Trustee' with an Officers' Certificate
instructing the Trustee and such Paying Agent or Paying Agents whether such
payment of principal (and premium, if any) or interest on the Securities of that
series shall be made to Holders of Securities of that series or the related
coupons who are United States Aliens without withholding for or on account of
any tax, assessment or other governmental charge described in the Securities of
that series. If any such withholding shall be required, then such Officers'
Certificate shall specify by country the amount, if any, required to be withheld
on such payments to such Holders of Securities or coupons and the Company will
pay to the Trustee or such Paying Agent the Additional Amounts required 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.


<PAGE>


SECTION 1005.  CORPORATE EXISTENCE.

         Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence and that of each Subsidiary and the rights (charter and statutory) and
franchises of the Company and its Subsidiaries; PROVIDED, HOWEVER, that the
Company shall not be required to preserve any such right or franchise if the
Company shall determine that the preservation thereof is no longer desirable in
the conduct of the business of the Company and its Subsidiaries considered as a
whole and that the loss thereof is not disadvantageous in any material respect
to the Holders.

SECTION 1006.  MAINTENANCE OF PROPERTIES.

         The Company will cause all properties used or useful in the conduct of
its business or the business of any Subsidiary to be maintained and kept in good
condition, repair and working order and supplied with all necessary equipment
and will cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of the Company may
be necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times; PROVIDED, HOWEVER, that
nothing in this Section shall prevent the Company from discontinuing the
operation or maintenance of any of such properties, or disposing of them if such
discontinuance or disposal is, in the judgment of the Company or of the
Subsidiary concerned, desirable in the conduct of its business or the business
of any Subsidiary and not disadvantageous in any material respect to the Holders
of Securities.

SECTION 1007.  PAYMENT OF TAXES AND OTHER CLAIMS.

         The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (1) all taxes, assessments and
governmental charges levied or imposed upon the Company or any Subsidiary or
upon the income, profits or property of the Company or any Subsidiary, and (2)
all lawful claims or labor, materials and supplies which, if unpaid, might by
law become a lien upon the property of the Company or any Subsidiary; PROVIDED,
HOWEVER, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings and the Company shall have set aside on its books adequate reserves
with respect thereto (segregated to the extent required by generally accepted
accounting principles).

<PAGE>

SECTION 1008.  INTENTIONALLY OMITTED..

SECTION 1009.  INTENTIONALLY OMITTED..

SECTION 1010.  LIMITATION UPON LIENS.


         The Company will not, and will not permit any Subsidiary to create,
assume, incur or suffer to be created, assumed or incurred or to exist any Lien
upon any of the Properties of any character of the Company or any Subsidiary
without making effective provision whereby the Securities and coupons
appertaining thereto then outstanding shall be secured equally and ratably with
(or prior to) any other obligation or indebtedness so secured, so long as any
such other obligation or indebtedness remains secured; except, however, that
notwithstanding the foregoing, the Company or any Subsidiary, without so
securing the Securities and coupons appertaining thereto, may:


                  (a) lease or sublease Property to others in the ordinary
         course of the business of the Company or any Subsidiary, or lease or
         sublease any Property if the Property subject thereto is not needed by
         the Company or any Subsidiary in the operation of its business;

                  (b) create, assume and incur or permit to exist Liens on its
         Property acquired or constructed by the Company or a Subsidiary to
         secure the purchase price of such Property (or to secure indebtedness
         for money borrowed or incurred prior to or within 12 months after the
         acquisition or construction of any such Property to be subject to such
         Lien for the purpose of such acquisition or construction), or Liens
         existing on any such Property at the time of acquisition, whether or
         not assumed, or any Lien existing on any Property of any Person at the
         time it becomes a Subsidiary or is merged or consolidated with the
         Company or a Subsidiary or at the time of acquisition of the assets of
         a Person as an entirety or substantially as an entirety by the Company
         or a Subsidiary, and any conditional sales agreement or other title
         retention agreement with respect to any Property hereafter acquired;
         PROVIDED, HOWEVER, that the aggregate principal amount of the
         indebtedness secured by all such Liens on any particular Property shall
         not exceed the cost of such Property, including the improvements
         thereon, to the Company or any such Subsidiary, and PROVIDED, FURTHER,
         that any such Lien does not extend to other Property owned prior to
         such acquisition or construction or to Property thereafter acquired or
         constructed;

                  (c) create, assume and incur such Liens or permit such Liens
         to be created, assumed, incurred or to exist, provided, in each case,
         the Lien secures indebtedness for borrowed money, including purchase
         money indebtedness, which is incurred to finance or refinance
         (irrespective of whether the original acquisition of the Property was
         with or from money borrowed) the acquisition of the Property subject to
         such Lien and in respect of which the creditor has no recourse against


<PAGE>


         the Company or any Subsidiary except recourse to such Property or to
         the proceeds of any sale or lease of such Property or both; create,
         assume and incur such Liens or permit such Liens to be created,
         assumed, incurred or to exist, provided, in each case, the Lien
         secures indebtedness for borrowed money, including purchase money
         indebtedness, which is incurred to finance or refinance (irrespective
         of whether the original acquisition of the Property was with or from
         money borrowed) the acquisition of the Property subject to such Lien
         and in respect of which the creditor has no recourse against the
         Company or any Subsidiary except recourse to such Property or to the
         proceeds of any sale or lease of such Property or both; provided
         further, for the avoidance of doubt, the Company may create, incur,
         or suffer to be created or to exist Liens granted in connection
         with, or otherwise evidencing, the sale or securitization of
         accounts, leases, chattel paper, instruments, general intangibles or
         other financial assets of the Company or any Subsidiary;

                  (d) create, assume and incur or permit to exist Liens on
         Property of the Company or a Subsidiary in favor of the United States
         of America or any state thereof, or any department, governmental body,
         agency or instrumentality or political subdivision of any such
         jurisdiction, to secure partial, progress, advance or other payments
         pursuant to any contract, or statute relating thereto;

                  (e) make any deposit with or give any form of security to any
         governmental agency or other body created or approved by law or
         governmental regulation in order to enable the Company or such
         Subsidiary to maintain self-insurance, or to participate in any fund or
         payment in connection with workmen's compensation, unemployment
         insurance, old-age pensions, or other social security, or to share in
         any privileges or other benefits available to corporations
         participating in any such arrangements, or for any other purpose at any
         time required by law or regulation promulgated by any government agency
         or office as a condition to the transaction of any business or the
         exercise of any privilege or license, or deposit assets of the Company
         or such Subsidiary with any surety company or clerk of any court, or in
         escrow, as collateral in connection with, or in lieu of, any bond on
         appeal by the Company or such Subsidiary from any judgment or decree
         against it, or in connection with any other proceedings in actions at
         law or suits in equity by or against the Company or such Subsidiary;

                  (f) incur or suffer to be incurred or to exist upon any of its
         Property or assets (i) Liens for taxes, assessments or other
         governmental charges or levies which are not yet due or are payable
         without penalty or of which amount, applicability or validity is being
         contested by the Company or such Subsidiary in good faith by
         appropriate proceedings and the Company or such Subsidiary shall have
         set aside on its books reserves which it deems to be adequate with
         respect thereto (segregated to the extent required by generally
         accepted accounting principles), PROVIDED that foreclosure, distraint,
         sale or similar proceedings (other than those that may be and are cured
         by payment) have not been commenced, (ii) the Liens of any judgment and
         other similar Liens arising in connection with court proceedings,
         providing such Lien is discharged or the execution or other enforcement
         of such Lien is effectively stayed within six months of the creation of
         such Lien, (iii) undetermined Liens or charges incident to
         construction, (iv) materialmen's, mechanics', workmen's, repairmen's,
         landlords' liens for rent or other like Liens arising in the ordinary
         course of business in respect of obligations which are not overdue or
         which are being contested by the Company or such Subsidiary in good
         faith by appropriate proceedings, or deposits to obtain the release of
         such Liens or (v) any encumbrances consisting of zoning restrictions,
         licenses, easements and restrictions on the use of real property and
         minor defects and irregularities in the title thereto, which do not
         materially impair the use of


<PAGE>


         such property by the Company or such Subsidiary in the operation of its
         business or the value of such property for the purpose of such
         business;

                  (g) create or suffer to be created or to exist in favor of any
         lender of moneys or holder of commercial paper of the Company or a
         Subsidiary in the ordinary course of business a banker's lien or right
         of offset in the holder of such indebtedness on moneys of the Company
         or a Subsidiary deposited with such lender or holder in the ordinary
         course of business;

                  (h) create, assume and incur such Liens or permit such Liens
         to be created, assumed, incurred or to exist, PROVIDED any such Lien
         relates solely to the purchase of, or the investment in or with respect
         to, a specific item or items of tangible personal property and secures
         indebtedness evidenced by participation certificates, trust
         certificates, indentures or the like, however, denominated, PROVIDED,
         FURTHER, that no such Lien shall constitute a general lien or mortgage
         on substantially all the tangible assets of the Company;

                  (i) refund, replace or extend any Lien permitted by this
         Section 1010 for amounts not exceeding the principal amount of
         indebtedness so refunded or extended at the time of the refunding or
         extension thereof, and covering only the same Property theretofore
         securing the same;

                  (j) deposit or pledge assets as security for the performance
         of any contract or undertaking not directly or indirectly related to
         the borrowing of money or the securing of indebtedness, if made in the
         ordinary course of business;


                  (k) permit to exist Liens existing on August 31, 2000 on its
         Property; and


                  (1) create, assume and incur or permit to exist any Lien on
         aircraft or equipment held by Company or a Subsidiary for lease to
         third parties, if such Lien secures an obligation in respect of money
         borrowed which provides that recourse to the Company or such Subsidiary
         shall not be had for the payment of such obligation;

                  (m) in addition to the Liens permitted by clauses (a) through
         (l) above, secure an aggregate principal amount of indebtedness of the
         Company (including its Subsidiaries) not in excess of 15% of
         Consolidated Assets.


<PAGE>


SECTION 1011.  STATEMENT AS TO COMPLIANCE.

         The Company will deliver to the Trustee, within 120 days after the end
of each fiscal year, a written statement, which need not comply with Section
102, signed by the Chairman of the Board, the President, or a Vice President and
by the Treasurer, an Assistant Treasurer, the Controller or an Assistant
Controller of the Company, stating as to each signer thereof, that

                  (1) a review of the activities of the Company during such year
         and of performance under this Indenture has been made under his
         supervision, and

                  (2) to the best of his knowledge, based on such review, (a)
         the Company has fulfilled all its obligations under this Indenture
         throughout such year, or, if there has been a default in the
         fulfillment of any such obligation, specifying each such default known
         to him and the nature and status thereof, and (b) no event has occurred
         and is continuing which is, or after notice or lapse of time or both
         would become, an Event of Default, or, if such an event has occurred
         and is continuing, specifying each such event known to him and the
         nature and status thereof.

SECTION 1012.  WAIVER OF CERTAIN COVENANTS.

         The Company may omit in any particular instance to comply with any
term, provision or condition set forth in Sections 1004 to 1007, inclusive, with
respect to the Securities of any series if before the time for such compliance
the Holders of at least 66 2/3% in principal amount of the Outstanding
Securities of such series shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such term,
provision or condition, but no such waiver shall extend to or affect such term,
provision or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such term, provision or condition shall remain in
full force and effect.


                                 ARTICLE ELEVEN
                            REDEMPTION OF SECURITIES

SECTION 1101.  APPLICABILITY OF ARTICLE.

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


<PAGE>


SECTION 1102.  ELECTION TO REDEEM; NOTICE TO TRUSTEE.


         The election of the Company to redeem any Securities shall be evidenced
by a Board Resolution. In case of any redemption at the election of the Company
of all of the Securities of any series, the Company shall, at least 60 days
prior to the Redemption Date fixed by the Company (unless a shorter notice shall
be satisfactory to the Trustee), notify the Trustee in writing of such
Redemption Date. In case of any redemption at the election of the Company of
less than all the Securities of any series, the Company shall, at least 60 days
prior to the Redemption Date fixed by the Company (unless a shorter notice shall
be satisfactory to the Trustees) notify the Trustee in writing of such
Redemption Date and of the principal amount of Securities of such series to be
redeemed. In the case of any redemption of Securities (i) prior to the
expiration of any restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture or (ii) pursuant to an election of the
Company which is subject to a condition specified in the terms of such
Securities, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction or condition.


SECTION 1103.  SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

         If less than all the Securities of any series with the same issue date,
interest rate or formula, Stated Maturity and other terms are to be redeemed,
the particular Securities to be redeemed shall be selected pro rata not more
than 60 days prior to the Redemption Date by the Trustee from the Outstanding
Securities of such series not previously called for redemption, or by such other
method as the Trustee shall deem fair and appropriate and which may provide for
the selection for redemption of portions of the principal amount of Registered
Securities of such series not redeemed to be less than the minimum denomination
for a Security of such series established herein or pursuant hereto. Unless
otherwise provided in the Securities of a series, partial redemption must be in
an amount not less than $1,000,000 principal amount of Securities.


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


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


<PAGE>


SECTION 1104.  NOTICE OF REDEMPTION.


         Notice of redemption shall be given in the manner provided in Section
106, not less than 30 nor more than 60 days prior to the Redemption Date, unless
a shorter period is specified in the Securities to be redeemed, to the Holders
of Securities to be redeemed. Failure to give notice by mailing in the manner
herein provided to the Holder of any Registered Securities designated for
redemption as a whole or in part, or any defect in the notice of any such
Holder, shall not affect the validity of the proceedings for the redemption of
any other Securities or portion thereof.


         Any notice that is mailed to the Holder of any Registered Securities in
the manner herein provided shall be conclusively presumed to have been duly
given, whether or not such Holder receives the notice.

         All notices of redemption shall state:

                  (1) the Redemption Date,

                  (2) the Redemption Price,

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

                  (4) in case any Registered Security is to be redeemed in part
         only, the notice which relates to such Security shall state that on and
         after the Redemption Date, upon surrender of such Security, the Holder
         of such Security will receive, without charge, a new Registered
         Security or Registered Securities of authorized denominations for the
         principal amount thereof remaining unredeemed,

                  (5) that on the Redemption Date the Redemption Price will
         become due and payable upon each such Security or portion thereof to be
         redeemed, and, if applicable, that interest thereon shall cease to
         accrue on and after said date,

                  (6) the place or places where such Securities, together in the
         case of Bearer Securities with all coupons appertaining thereto, if
         any, maturing after the Redemption Date, are to be surrendered for
         payment of the Redemption Price and any accrued interest and Additional
         Amounts pertaining thereto,

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

                  (8) that, unless otherwise specified in such notice, Bearer
         Securities of any series, if any, surrendered for redemption must be
         accompanied by all coupons maturing subsequent to the date fixed for
         redemption or the amount of any such missing coupon or coupons will be
         deducted from the Redemption Price,


<PAGE>


         unless security or indemnity satisfactory to the Company, the Trustee
         and any Paying Agent is furnished,

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

                  (10) the CUSIP number or the Euroclear or the Cedel reference
         numbers of such Securities, if any (or any other numbers used by a
         Depositary to identify such Securities).

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

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

SECTION 1105.  DEPOSIT OF REDEMPTION PRICE.

         On or prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount of
money sufficient to pay the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date) any accrued interest on and Additional
Amounts with respect to all the Securities or portions thereof which are to be
redeemed on that date.


<PAGE>


SECTION 1106.  SECURITIES PAYABLE ON REDEMPTION DATE.


         Notice of redemption having been given as aforesaid, the Securities
so to be redeemed shall, on the Redemption Date, become due and payable at
the Redemption Price therein specified, and from and after such date (unless
the Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest and the coupons for
such interest appertaining to any Bearer Securities so to be redeemed, except
to the extent provided below, shall be void. Upon surrender of any such
Security for redemption in accordance with said notice, together with all
coupons, if any, appertaining thereto maturing after the Redemption Date,
such Security shall be paid by the Company at the Redemption Price, together
with accrued interest and Additional Amounts to the Redemption Date;
PROVIDED, HOWEVER, that installments of interest on Bearer Securities whose
Stated Maturity is on or prior to the Redemption Date shall be payable only
upon presentation and surrender of coupons for such interest (at an office or
agency located outside the United States except as otherwise provided in
Section 1002), and PROVIDED, FURTHER, that installments of interest on
Registered Securities whose Stated Maturity is on or prior to the Redemption
Date shall be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of Section
307.


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

         If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal (and premium, if any) shall,
until paid, bear interest from the Redemption Date at the rate prescribed
therefor in the Security.


<PAGE>


SECTION 1107.  SECURITIES REDEEMED IN PART.

         Any Registered Security which is to be redeemed only in part shall be
surrendered at any Place of Payment for such Security (with, if the Company or
the Trustee so requires, due endorsement by, or a written instrument of transfer
in form satisfactory to the Company and the Trustee duly executed by, the Holder
thereof or his attorney duly authorized in writing) and the Company shall
execute and the Trustee shall authenticate and deliver to the Holder of such
Security without service charge, a new Registered Security or Securities of the
same series, containing identical terms and provisions, of any authorized
denomination as requested by such Holder in aggregate principal amount equal to
and in exchange for the unredeemed portion of the principal of the Security so
surrendered. If a Security in global form is so surrendered the Company shall
execute, and the Trustee shall authenticate and deliver to the U.S. Depositary
or other Depositary for such Security in global form as shall be specified in
the Company Order with respect thereto to the Trustee, without service charge, a
new Security in global form in a denomination equal to and in exchange for the
unredeemed portion of the principal of the Security in global form so
surrendered.


                                 ARTICLE TWELVE
                                  SINKING FUNDS

SECTION 1201.  APPLICABILITY OF ARTICLE.

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

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


<PAGE>


SECTION 1202.  SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

         The Company (1) may deliver Outstanding Securities of a series (other
than any previously called for redemption), together in the case of any Bearer
Securities of such series with all unmatured coupons appertaining thereto, and
(2) may apply as a credit Securities of a 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, in each case in satisfaction of all or any part of
any sinking fund payment with respect to the Securities of such series required
to be made pursuant to the terms of such Securities as provided for by the terms
of such series; 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 sinking fund
payment shall be reduced accordingly.

SECTION 1203.  REDEMPTION OF SECURITIES FOR SINKING FUND.


         Not less than 60 days prior to each sinking fund payment date for any
series of Securities, the Company will deliver to the Trustee an Officer's
Certificate specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied by delivering and crediting Securities of that series
pursuant to Section 1202 and will also deliver to the Trustee any Securities to
be so delivered. Not less than 30 days before each sinking fund payment date the
Trustee shall select Securities to be redeemed upon such sinking fund payment
date in the manner specified in Section 1103 and cause notice of the redemption
thereof to be given in the name of and at the expense of the Company in the
manner provided in Section 1104. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1106 and 1107.


                                ARTICLE THIRTEEN
                        MEETINGS OF HOLDERS OF SECURITIES

SECTION 1301.  PURPOSES FOR WHICH MEETINGS MAY BE CALLED.

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


<PAGE>


SECTION 1302.  CALL, NOTICE AND PLACE OF MEETINGS.

                  (a) The Trustee may at any time call a meeting of Holders of
         Securities of any series for any purpose specified in Section l301, to
         be held at such time and at such place in the Borough of Manhattan, The
         City of New York, or in London as the Trustee shall determine. Notice
         of every meeting of Holders of Securities of any series, setting forth
         the time and the place of such meeting and in general terms the action
         proposed to be taken at such meeting, shall be given, in the manner
         provided in Section 106, not less than 21 nor more than 180 days prior
         to the date fixed for the meeting.

                  (b) In case at any time the Company, pursuant to a Board
         Resolution, or the Holders of at least 10% in principal amount of the
         Outstanding Securities of any series shall have requested the Trustee
         to call a meeting of the Holders of Securities of such series for any
         purpose specified in Section 1301, by written request setting forth in
         reasonable detail the action proposed to be taken at the meeting, and
         the Trustee shall not have made the first publication of the notice of
         such meeting within 2l days after receipt of such request or shall not
         thereafter proceed to cause the meeting to be held as provided herein,
         then the Company or the Holders of Securities of such series in the
         amount above specified, as the case may be, may determine the time and
         the place in the Borough of Manhattan, The City of New York, or in
         London for such meeting and may call such meeting for such purposes by
         giving notice thereof as provided in Subsection (a) of this Section.

SECTION 1303.  PERSONS ENTITLED TO VOTE AT MEETINGS.

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


<PAGE>


SECTION 1304.  QUORUM; ACTION.

         The Persons entitled to vote a majority in principal amount of the
Outstanding Securities of a series shall constitute a quorum for a meeting of
Holders of Securities of such series; PROVIDED, HOWEVER, that if any action is
to be taken at such meeting with respect to a consent or waiver which this
Indenture expressly provides may be given by the Holders of not less than 66
2/3% in principal amount of the Outstanding Securities of a series, the Persons
entitled to vote 66 2/3% in principal amount of the Outstanding Securities of
such series shall constitute a quorum. In the absence of a quorum within 30
minutes of the time appointed for any such meeting, the meeting shall, if
convened at the request of the Holders of Securities of such series, be
dissolved. In any other case the meeting may be adjourned for a period of not
less than 10 days as determined by the chairman of the meeting prior to the
adjournment of such meeting. In the absence of a quorum at any such adjourned
meeting, such adjourned meeting may be further adjourned for a period of not
less than 10 days as determined by the chairman of the meeting prior to the
adjournment of such adjourned meeting. Notice of the reconvening of any
adjourned meeting shall be given as provided in Section 1302(a), except that
such notice need to be given only once not less than five days prior to the date
on which the meeting is scheduled to be reconvened. Notice of the reconvening of
an adjourned meeting shall state expressly the percentage, as provided above, of
the principal amount of the Outstanding Securities of such series which shall
constitute a quorum.

         Except as limited by the proviso to Section 902, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum is
present as aforesaid may be adopted only by the affirmative vote of the Holders
of a majority in principal amount of the Outstanding Securities of that series;
PROVIDED, HOWEVER, that, except as limited by the proviso to Section 902, any
resolution with respect to any consent or waiver which this Indenture expressly
provides may be given by the Holders of not less than 66 2/3% in principal
amount of the Outstanding Securities of a series may be adopted at a meeting or
an adjourned meeting duly convened and at which a quorum is present as aforesaid
only by the affirmative vote of the Holders of 66 2/3% in principal amount of
the Outstanding Securities of that series; and PROVIDED, FURTHER, that, except
as limited by the proviso to Section 902, any resolution with respect to any
request, demand, authorization, direction, notice, consent, waiver or other
action which this Indenture expressly provides may be made, given or taken by
the Holders of a specified percentage, which is less than a majority, in
principal amount of the Outstanding Securities of a series may be adopted at a
meeting or an adjourned duly reconvened and at which a quorum is present as
aforesaid by the affirmative vote of the Holders of such specified percentage in
principal amount of the Outstanding Securities of that series.

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


<PAGE>


SECTION 1305.  DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF
               MEETINGS.

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

         (b) The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by the Holders of Securities as provided in Section 1302(b), in which
case the Company or the Holders of Securities of the series calling the meeting,
as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by
vote of the Persons entitled to vote a majority in principal amount of the
Outstanding- Securities of such series represented at the meeting.

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

         (d) Any meeting of Holders of Securities of any series duly called
pursuant to Section 1302 at which a quorum is present may be adjourned from time
to time by Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting; and the
meeting may be held as so adjourned without further notice.


<PAGE>


SECTION 1306.  COUNTING VOTES AND RECORDING ACTION OF MEETINGS.

         The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their written verified
reports in triplicate of all votes cast at the meeting. A record, at least in
triplicate, of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 1302 and, if
applicable, Section 1304. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

<PAGE>

                                  ARTICLE FOURTEEN

                                   SUBORDINATION

Section 1401.       SECURITIES SUBORDINATED TO SENIOR INDEBTEDNESS.

     The Company covenants and agrees, and each Holder of Securities by his
acceptance thereof, likewise covenants and agrees, that the indebtedness
evidenced by the Securities and the payment of the principal of (and premium, if
any) and interest on each and all of the Securities is hereby expressly
subordinated, to the extent and in the manner hereinafter set forth, in right of
payment to the prior payment in full of Senior Indebtedness.

     Anything in this Indenture or in the Securities to the contrary
notwithstanding, the indebtedness evidenced by the Securities shall be
subordinate and junior in right of payment, to the extent and in the manner
hereinafter set forth, to all Senior Indebtedness.  Senior Indebtedness shall
continue to be Senior Indebtedness and entitled to the benefits of these
subordination provisions irrespective of any amendment, modification or waiver
of any term of Senior Indebtedness or extension or renewal of Senior
Indebtedness.

          (a)(i)    In the event the Company shall default in the payment of any
     Senior Indebtedness when the same becomes due and payable, whether at
     maturity or on a date fixed for prepayment or by declaration or otherwise,
     then, unless and until such default shall have been cured or waived or
     shall have ceased to exist, no direct or indirect payment (in cash,
     property or securities or by set-off or otherwise) shall be made or agreed
     to be made on account of the principal of, premium, if any, or interest or
     any Additional Amounts on the Securities, or as a sinking fund for the
     Securities, or in respect of any redemption, retirement, purchase or other
     acquisition of any of the Securities.

          (ii)      Upon the happening of an event of default with respect to
     any Senior Indebtedness, permitting the holders thereof to accelerate the
     maturity thereof (other than under circumstances when the terms of
     subdivision (a)(i) are applicable), then, unless and until such event of
     default shall have been cured or waived or shall have ceased to exist, no
     direct or indirect payment (in cash, property or securities or by set-off
     or otherwise) shall be made or agreed to be made on account of the
     principal of, or premium, if any, or interest or any Additional Amounts on
     the Securities, or as a sinking fund for the Securities, or in respect of
     any redemption, retirement, purchase or other acquisition of any of the
     Securities, during any period:

                    (A)  of 90 days after written notice of such default shall
          have been given to the Company by any holder of Senior Indebtedness;
          or

                    (B)  in which any judicial proceeding shall be pending in
          respect of such default and a notice of acceleration of the maturity
          of such Senior Indebtedness shall have been transmitted to the Company
          in respect of such default.

          (b)       In the event of

          (i)       any insolvency, bankruptcy, receivership, liquidation,
     reorganization, readjustment, composition or other similar proceeding
     relating to the Company, its creditors or its property,

          (ii)      any proceeding for the liquidation, dissolution or other
     winding-up of the Company, voluntary or involuntary, whether or not
     involving insolvency or bankruptcy proceedings,

          (iii)     any assignment by the Company for the benefit of creditors,
or

          (iv)      any other marshalling of the assets of the Company,
     all Senior Indebtedness (including any interest accruing after the
     commencement of such proceedings) shall first be paid in full before any
     payment or distribution, whether in cash, securities or other property,
     shall be made to any Holder of Securities on account of the Securities.
     Any payment or distribution, whether in cash, securities or other property
     (other than securities of the Company or any other corporation provided for
     by a plan of reorganization or readjustment the payment of which is
     subordinate, at least to the extent provided in this Article Fourteen with
     respect to the Securities, to the payment of all Senior Indebtedness at the
     time outstanding and to any securities issued in respect thereof under any
     such plan of reorganization or readjustment), which would otherwise (but
     for the provisions of this Article Fourteen) be payable or deliverable in
     respect of the Securities shall be paid or delivered directly to the
     holders of Senior Indebtedness in accordance with the priorities then
     existing among such holders until all Senior Indebtedness (including any
     interest thereon accruing after the commencement of any such proceedings)
     shall have been paid in full.

          (c)       In the event that any Security shall be declared due and
     payable as the result of the occurrence of any one or more defaults in
     respect thereof, under circumstances when the terms of subdivision (b) are
     not applicable, no payment shall be made in respect of any Securities
     unless and until all Senior Indebtedness shall have been paid in full or
     such declaration and its consequences shall have been rescinded and all
     such defaults shall have been remedied or waived.

          (d)       If any payment or distribution of any character or any
     security, whether in cash, securities or other property (other than
     securities of the Company or any other corporation provided for by a plan
     of reorganization or readjustment the payment of which is subordinate, at
     least to the extent provided in the provisions of this Article Fourteen
     with respect to the Securities, to the payment of all Senior Indebtedness
     at the time outstanding and to any securities issued in respect thereof
     under any such plan or reorganization or readjustment), shall be received
     by any Holder of Securities in contravention of any terms hereof and before
     all the Senior Indebtedness shall have been paid in full, such payment or
     distribution or security shall be received in trust for the benefit of, and
     shall be paid over or delivered and transferred to, the holders of the
     Senior Indebtedness at the time outstanding in accordance with the
     priorities then existing among such holders for application to the payment
     of all Senior Indebtedness remaining unpaid, to the extent necessary to pay
     all such Senior Indebtedness in full.  In the event of the failure of any
     Holder of Securities to endorse or assign any such payment, distribution or
     security, each holder of Senior Indebtedness is hereby irrevocably
     authorized to endorse or assign the same.

          (e)       Nothing contained herein shall impair, as between the
     Company and the Holder of any Securities, the obligation of the Company to
     pay to the Holder thereof the principal thereof and interest thereon as and
     when the same shall become due and payable in accordance with the terms of
     such Security, or prevent the Holder of any Securities from exercising all
     rights, powers and remedies otherwise permitted by applicable law or
     pursuant to the terms of this Indenture and the Security, upon a default or
     Event of Default under this Indenture, all subject to the rights of the
     holders of the Senior Indebtedness to receive cash, securities or other
     property otherwise payable or deliverable to the Holders of the Securities.

          (f)       Senior Indebtedness shall not be deemed to have been paid in
     full unless the holders thereof shall have received cash equal to the
     amount of such Senior Indebtedness then outstanding.  Upon the payment in
     full of all Senior Indebtedness, the Holders of Securities shall be
     subrogated to all rights of any holders of Senior Indebtedness to receive
     any further payments to distributions applicable to the Senior Indebtedness
     until all amount owing on the Securities shall have been paid in full, and
     such payments or distributions received by the holders of the Securities by
     reason of such subrogation, of cash, securities or other property which
     otherwise would be paid or distributed to the holders of Senior
     Indebtedness, shall, as between the Company and its creditors other than
     the holders of Senior Indebtedness, on the one hand, and the Holders of
     Securities, on the other hand, be deemed to be a payment by the Company on
     account of Senior Indebtedness and not on account of Securities.

     The Company shall give prompt written notice to the Trustee of any
insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment,
composition or other similar proceeding relating to the Company within the
meaning of this Section 1401.  Upon any payment or distribution of assets of the
Company referred to in this Article Fourteen, the Trustee, subject to the
provisions of Section 601, and the Holders of Securities shall be entitled to
rely upon a certificate of the trustee in bankruptcy, receiver, assignee for the
benefit of creditors or other liquidating agent making such payment or
distribution, delivered to the Trustee or to the Holders of Securities, for the
purpose of ascertaining the person entitled to participate in such distribution,
the holders of the Senior Indebtedness and other indebtedness of the Company,
the amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article Fourteen.

     In the event that the Trustee determines, in good faith, that further
evidence is required with respect to the right of any person as a holder of
Senior Indebtedness to participate in any payment or distribution pursuant to
this Section 1401, the Trustee may request such person to furnish evidence to
the reasonable satisfaction of the Trustee as to the amount of Senior
Indebtedness held by such person, as to the extent to which such person is
entitled to participate in such payment or distribution, and as to other facts
pertinent to the rights of such person under this Section 1401, and if such
evidence is not furnished, the Trustee may defer any payment to such person
pending judicial determination as to the right of such person to receive such
payment.

SECTION 1402.       EFFECTUATION OF SUBORDINATION BY TRUSTEE.

     Each Holder of Securities, by his acceptance thereof, authorizes and
directs the Trustee in his behalf to take such action as may be necessary or
appropriate to effectuate, as between the Holders of the Securities and the
holders of Senior Indebtedness, the subordination provided in this Article and
appoints the Trustee his attorney-in-fact for any and all such purposes.

SECTION 1403.       KNOWLEDGE OF TRUSTEE.

     Nothing contained in this Article Fourteen or elsewhere in this Indenture,
shall (a) prevent the Company from setting aside in trust or depositing with the
Trustee or any Paying Agent, at any time, except during the pendency of any of
the proceedings or upon the happening or continuance of any of the events
referred to in Section 1401, moneys for the payment of principal of, or premium,
if any, or interest on, the Securities, or (b) prevent the application by the
Trustee or Paying Agent of any moneys deposited with it hereunder by or on
behalf of the Company to the payment of or on account of the principal of, or
the premium, if any, or interest on the Securities, if the Trustee or the Paying
Agent, as the case may be, did not have written notice of any event prohibiting
such application by the close of business on the Business Day immediately prior
to the date of such application.

     Notwithstanding the provisions of this Article or any other provisions of
this Indenture, the Trustee shall not be charged with knowledge of the existence
of any Senior Indebtedness or of any default or event of default with respect to
any Senior Indebtedness or any fact or facts which would prohibit the making of
any payment of moneys to or by the Trustee, or the taking of any other action by
the Trustee, unless and until the Trustee shall have received written notice
thereof from the Company, any Holder of Securities, any paying or conversion
agent of the Company or the holder or representative of any class of Senior
Indebtedness who shall have been certified by the Company or otherwise
established to the reasonable satisfaction of the Trustee to be such holder or
representative or by the trustee under any indenture pursuant to which Senior
Indebtedness shall be outstanding.

SECTION 1404.       TRUSTEE'S RELATION TO SENIOR INDEBTEDNESS.

     The Trustee shall be entitled to all rights set forth in this Article
with respect to any Senior Indebtedness at the time held by it, to the same
extent as any other holder of Senior Indebtedness, and nothing in Section 613
or elsewhere in this Indenture shall deprive the Trustee of any of its rights
as such holder. Nothing in the Article Fourteen shall apply to claims of or
payment to the Trustee under or pursuant to Section 607.

     With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article and no implied
covenants or obligations with respect to the holders of Senior Indebtedness
shall be read into this Indenture against the Trustee and the Trustee shall
not be liable to any holder of Senior Indebtedness if it shall pay over to
deliver to Holders, the Company or any other Person monies or assets to which
any holder of Senior Indebtedness shall be entitled by virtue of this Article
or otherwise.

SECTION 1405.       RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS NOT IMPAIRED.

     No right of any present or future holder of any Senior Indebtedness to
enforce the subordination herein shall at any time or in any way be
prejudiced or impaired by any act or failure to act on the part of the
Company or by any non-compliance by the Company with the terms, provisions
and covenants of this Indenture, regardless of any knowledge thereof any such
holder may have or be otherwise charged with.

<PAGE>
                                ARTICLE FIFTEEN
                            MISCELLANEOUS PROVISIONS

SECTION 1501.  SECURITIES IN FOREIGN CURRENCIES.

         Whenever this Indenture provides for (i) any action by, or the
determination of any of the rights of, Holders of Securities of any series in
which not all of such Securities are denominated in the same currency, or (ii)
any distribution to Holders of Securities, in the absence of any provision to
the contrary in the form of Security of any particular series, any amount in
respect of any Security denominated in a currency other than United States
dollars shall be treated for any such action or distribution as that amount of
United States dollars that could be obtained for such amount on such reasonable
basis of exchange and as of the record date with respect to Registered
Securities of such series (if any) for such action, determination of rights or
distribution (or, if there Shall be no applicable record date, such other date
reasonably proximate to the date of such action, determination of rights or
distribution) as the Company may specify in a written notice to the Trustee or,
in the absence of such written notice, as the Trustee may determine.


                                 ARTICLE SIXTEEN
                       REPAYMENT AT THE OPTION OF HOLDERS


SECTION 1601.     APPLICABILITY OF ARTICLE.

         Securities of any series which are repayable at the option of the
Holders thereof before their Stated Maturity shall be repaid in accordance with
the terms of the Securities of such series. The repayment of any principal
amount of Securities pursuant to such option of the Holder to require repayment
of Securities before their Stated maturity, for purposes of Section 309, shall
not operate as a payment, redemption or satisfaction of the indebtedness
represented by such Securities unless and until the Company, at its option,
shall deliver or surrender the same to the Trustee with a directive that such
Securities be cancelled. Notwithstanding anything to the contrary contained in
this Section 1501, in connection with any repayment of Securities, the Company
may arrange for the purchase of any Securities by an agreement with one or more
investment bankers or other purchasers to purchase such Securities by paying to
the Holders of such Securities on or before the close of business on the
repayment date an amount not less than the repayment price payable by the
Company on repayment of such Securities, and the obligation of the Company to
pay the repayment price of such Securities shall be satisfied and discharged to
the extent such payment is so paid by such purchasers.

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

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



<PAGE>



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


                                             BOEING CAPITAL CORPORATION


                                             By________________________________
                                                           Title:

ATTEST:

-----------------------------------
           SECRETARY

                                             BANKERS TRUST COMPANY,
                                               TRUSTEE

                                             By________________________________
                                                      Assistant Secretary

ATTEST:

-----------------------------------
           SECRETARY