<PAGE>

                                                                    EXHIBIT 4.1

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                        COLUMBIA HEALTHCARE CORPORATION

                                       TO

                      THE FIRST NATIONAL BANK OF CHICAGO,
                                    TRUSTEE

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

                                   INDENTURE

                         DATED AS OF DECEMBER 16, 1993

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

                                DEBT SECURITIES

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                               TABLE OF CONTENTS
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<S>      <C>                  <C>                                                                            <C>
ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS .....................................................................         1

         SECTION 1.01         Definitions ............................................................         1
         SECTION 1.02         Compliance Certificates and Opinions ...................................        12
         SECTION 1.03         Form of Documents Delivered to Trustee .................................        13
         SECTION 1.04         Notices, etc., to Trustee and Company ..................................        13
         SECTION 1.05         Notice to Holders; Waiver ..............................................        14
         SECTION 1.06         Conflict with Trust Indenture Act ......................................        14
         SECTION 1.07         Effect of Headings and Table of Contents ...............................        14
         SECTION 1.08         Successors and Assigns .................................................        14
         SECTION 1.09         Separability Clause ....................................................        15
         SECTION 1.10         Benefits of Indenture ..................................................        15
         SECTION 1.11         Govering Law ...........................................................        15
         SECTION 1.12         Legal Holidays .........................................................        15
         SECTION 1.13         No Security Interest Created ...........................................        15
         SECTION 1.14         Liability Solely Corporate .............................................        15
         SECTION 1.15         Counterparts ...........................................................        16

ARTICLE TWO
DEBT SECURITY FORMS ..................................................................................        16

         SECTION 2.01         Forms Generally ........................................................        16
         SECTION 2.02         Form of Trustee's Certificate of Authentication ........................        17

ARTICLE THREE
THE DEBT SECURITIES...................................................................................        17

         SECTION 3.01         Amount Unlimited; Issuable in Series ...................................        17
         SECTION 3.02         Denominations ..........................................................        20
         SECTION 3.03         Execution, Authentication, Delivery and Dating .........................        20
         SECTION 3.04         Temporary Debt Securities; Global Notes ................................        22
         SECTION 3.05         Registration, Transfer and Exchange ....................................        24
         SECTION 3.06         Mutilated, Destroyed, Lost and Stolen Debt Securities ..................        25
         SECTION 3.07         Payment of Interest; Interest Rights Preserved .........................        26
         SECTION 3.08         Cancellation ...........................................................        27
         SECTION 3.09         Computation of Interest ................................................        28
         SECTION 3.10         Currency of Payments In Respect of Debt Securities .....................        28
         SECTION 3.11         Judgments ..............................................................        31

ARTICLE FOUR
SATISFACTION AND DISCHARGE ...........................................................................        31

         SECTION 4.01         Satisfaction and Discharge of Indenture ................................        31
         SECTION 4.02         Application of Trust Money .............................................        33
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<S>      <C>                  <C>                                                                            <C>
ARTICLE FIVE
REMEDIES .............................................................................................        33

         SECTION 5.01         Events of Default ......................................................        33
         SECTION 5.02         Acceleration of Maturity; Rescission and Annulment .....................        34
         SECTION 5.03         Collection of Indebtedness and Suits for Enforcement by Trustee ........        36
         SECTION 5.04         Trustee May File Proofs of Claim .......................................        36
         SECTION 5.05         Trustee May Enforce Claims Without Possession of Debt Securities .......        37
         SECTION 5.06         Application of Money Collected .........................................        37
         SECTION 5.07         Limitation on Suits ....................................................        38
         SECTION 5.08         Unconditional Right of Holders to Receive Principal, Premium and
                              Interest ...............................................................        39
         SECTION 5.09         Restoration of Rights and Remedies .....................................        39
         SECTION 5.10         Rights and Remedies Cumulative .........................................        39
         SECTION 5.11         Delay or Omission Not Waiver ...........................................        39
         SECTION 5.12         Control by Holders .....................................................        39
         SECTION 5.13         Waiver of Past Defaults ................................................        40
         SECTION 5.14         Undertaking for Costs ..................................................        40
         SECTION 5.15         Waiver of Stay or Extension Laws .......................................        41

ARTICLE SIX
THE TRUSTEE ..........................................................................................        41

         SECTION 6.01         Certain Duties and Responsibilities ....................................        41
         SECTION 6.02         Notice of Defaults .....................................................        42
         SECTION 6.03         Certain Rights of Trustee ..............................................        43
         SECTION 6.04         Not Responsible for Recitals or Issuance of Debt Securities ............        44
         SECTION 6.05         May Hold Debt Securities ...............................................        44
         SECTION 6.06         Money Held in Trust ....................................................        44
         SECTION 6.07         Compensation, Indemnification and Reimbursement ........................        44
                              The Company agrees: ....................................................        44
         SECTION 6.08         Resignation and Removal; Appointment of Successor ......................        45
         SECTION 6.09         Acceptance of Appointment by Successor .................................        47
         SECTION 6.10         Merger, Conversion, Consolidation or Succession to Business ............        48
         SECTION 6.11         Appointment of Authenticating Agent ....................................        48
         SECTION 6.12         Preferential Collection of Claims Against Company ......................        50

ARTICLE SEVEN
CONCERNING THE HOLDERS ...............................................................................        50

         SECTION 7.01         Acts of Holders ........................................................        50
         SECTION 7.02         Proof of Ownership; Proof of Execution of Instruments by Holders .......        51
         SECTION 7.03         Persons Deemed Owners ..................................................        51
         SECTION 7.04         Revocation of Consents; Future Holders Bound ...........................        51

ARTICLE EIGHT
HOLDERS' MEETINGS ....................................................................................        52

         SECTION 8.01         Purposes of Meetings ...................................................        52
         SECTION 8.02         Call of Meetings by Trustee ............................................        52
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                                       ii
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<TABLE>
<S>      <C>                  <C>                                                                            <C>
         SECTION 8.03         Call of Meetings by Company or Holders .................................        53
         SECTION 8.04         Qualifications for Voting ..............................................        53
         SECTION 8.05         Regulations ............................................................        53
         SECTION 8.06         Voting .................................................................        54
         SECTION 8.07         No Delay of Rights by Meeting ..........................................        54

ARTICLE NINE
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE .................................................        54

         SECTION 9.01         Company May Consolidate, etc., Only on Certain Terms ...................        54
         SECTION 9.02         Successor Corporation Substituted ......................................        55

ARTICLE TEN
SUPPLEMENTAL INDENTURES ..............................................................................        55

         SECTION 10.01.       Supplemental Indentures Without Consent of Holders .....................        55
         SECTION 10.02.       Supplemental Indentures With Consent of Holders ........................        57
         SECTION 10.03.       Execution of Supplemental Indentures ...................................        58
         SECTION 10.04.       Effect of Supplemental Indentures ......................................        58
         SECTION 10.05.       Conformity with Trust Indenture Act ....................................        58
         SECTION 10.06.       Reference in Debt Securities to Supplemental Indentures ................        58
         SECTION 10.07.       Notice of Supplemental Indenture .......................................        58

ARTICLE ELEVEN
COVENANTS ............................................................................................        59

         SECTION 11.01.       Payment of Principal. Premium and Interest .............................        59
         SECTION 11.02.       Maintenance of Office or Agency ........................................        59
         SECTION 11.03.       Money for Debt Securities: Payments To Be Held in Trust ................        59
         SECTION 11.04.       Corporate Existence ....................................................        60
         SECTION 11.05.       Limitations on Mortgages ...............................................        61
         SECTION 11.06.       Limitations on Sale and Lease-Back .....................................        62
         SECTION 11.07.       Limitations on Incurrence of Debt or Issuance of Preferred Stock by
                              Restricted Subsidiaries ................................................        63
         SECTION 11.08.       Exempted Transactions ..................................................        64
         SECTION 11.09.       Officers' Certificate as to Default ....................................        65

ARTICLE TWELVE
REDEMPTION OF DEBT SECURITIES ........................................................................        65

         SECTION 12.01.       Applicability of Article ...............................................        65
         SECTION 12.02.       Election to Redeem; Notice to Trustee ..................................        65
         SECTION 12.03.       Selection by Trustee of Debt Securities to Be Redeemed .................        65
         SECTION 12.04.       Notice of Redemption ...................................................        66
         SECTION 12.05.       Deposit of Redemption Price ............................................        67
         SECTION 12.06.       Debt Securities Payable on Redemption Date .............................        67
         SECTION 12.07.       Debt Securities Redeemed in Part .......................................        67

ARTICLE THIRTEEN
SINKING FUNDS ........................................................................................        68

         SECTION 13.01.       Applicability of Article ...............................................        68
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                                      iii
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<S>      <C>                  <C>                                                                            <C>
         SECTION 13.02.       Satisfaction of Mandatory Sinking Fund Payments with Debt Securities ...        68
         SECTION 13.03.       Redemption of Debt Securities for Sinking Fund .........................        68

ARTICLE FOURTEEN
DEFEASANCE .........................................................................................          70

         SECTION 14.01.       Applicability of Article ...............................................        70
         SECTION 14.02.       Defeasance Upon Deposit of Moneys or U.S. Government Obligations .......        70
         SECTION 14.03.       Deposit Moneys and U.S. Government Obligations to be Held in Trust .....        72
         SECTION 14.04.       Repayment to Company ...................................................        72
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                                      iv
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         INDENTURE dated as of December 16, 1993, between COLUMBIA HEALTHCARE
CORPORATION, a Delaware corporation (hereinafter called the "Company"), having
its principal executive office at 201 West Main Street, Louisville, Kentucky
40202 and The First National Bank of Chicago (hereinafter called the
"Trustee"), having its Corporate Trust Office at One First National Plaza,
Suite 0126, Chicago, Illinois 60670-0126.

                            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 debentures,
notes, bonds or other evidences of indebtedness (herein generally, called the
"Debt Securities"), to be issued in one or more series, as in this Indenture
provided.

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

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                  ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

SECTION 1.01.     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, and, except as otherwise herein
         expressly provided, the term "generally accepted accounting
         principles" with respect to any computation required or permitted
         hereunder shall mean such accounting principles as are generally
         accepted in the United States of America at the date of such
         computation; and


<PAGE>

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

                  Certain terms, used principally in ARTICLE THREE or ARTICLE
SIX, are defined in those respective Articles.

                  "Act" when used with respect to any Holder has the meaning
specified in SECTION 7.01.

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

                  "Affiliated Corporation" means any corporation that is
controlled by the Company but which is not a Subsidiary of the Company pursuant
to the definition of the term "Subsidiary."

                  "Attributable Debt" means as of the date of determination,
(i) as to any capitalized lease obligations, the indebtedness carried on the
balance sheet in accordance with generally accepted accounting principles and
(ii) as to any operating leases, the total net amount of rent required to be
paid under such leases during the remaining term thereof, discounted at the
rate of 1% per annum over the weighted average yield to Stated Maturity of the
Outstanding Debt Securities compounded semi-annually. The net amount of rent
required to be paid under any such lease for any such period shall be the
aggregate amount of the rent payable by the lessee with respect to such period
after excluding amounts required to be paid on account of maintenance and
repairs, insurance, taxes, assessments, water rates and similar charges. The
net amount of rent required to be paid shall also exclude contingent rent
payments that are based on factors, such as revenue growth, that are not part
of required minimum rent payments. In the case of any lease which is terminable
by the lessee upon the payment of a penalty, such net amount shall also include
the amount of such penalty, but no rent shall be considered as required to be
paid under such lease subsequent to the first date upon which it may be so
terminated. "Attributable Debt" does not include any obligation to make
payments arising from the transfer of tax benefits under the United States
Economic Recovery Tax Act of 1981 to the extent such obligation is conditioned
upon receipt of payments from another Person.

                  "Authenticating Agent" has the meaning specified in SECTION
6.11.

                  "Board of Directors" means either the board of directors of
the Company, or any committee of that board duly authorized to act in respect
hereof.


                                       2
<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 and to be in full force and effect on the
date of such certification, and delivered to the Trustee.

                  "Business Day" when used with respect to any Place of Payment
or any other particular location referred to in this Indenture or in the Debt
Securities means any day that is not a Saturday, a Sunday or a legal holiday or
a day on which banking institutions or trust companies in that Place of Payment
or other location are authorized or obligated by law to close, except as
otherwise specified pursuant to SECTION 3.01.

                  "Code" means the Internal Revenue Code of 1986, as amended
and as in effect on the date hereof.

                  "Commission" means the Securities and Exchange Commission, as
from time to time constituted, created under the Securities Exchange Act of
1934, as amended, 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 on such date.

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

                  "Company Request" and "Company Order" mean, respectively, a
written request or order signed in the name of the Company by the Chairman, a
Vice Chairman, the President, the Chief Financial Officer or a Vice President
and by the Treasurer, an Assistant Treasurer, the Controller, the Director of
Finance, the Secretary or an Assistant Secretary of the Company, and delivered
to the Trustee.

                  "Component Currency" has the meaning specified in SECTION
3.10(H).

                  "Consolidated Net Tangible Assets" means the total amount of
assets (less applicable reserves and other properly deductible items after
deducting therefrom (a) all current liabilities as disclosed on the
consolidated balance sheet of the Company (excluding any thereof which are by
their terms extendible or renewable at the option of the obligor thereon to a
time more than 12 months after the time as of which the amount thereof is being
computed and further excluding any deferred income taxes that are included in
current liabilities) and (b) all goodwill, trade names, trademarks, patents,
unamortized debt discount and expense and other like intangible assets, all as
set forth on the most recent consolidated balance sheet of the Company and
computed in accordance with generally accepted accounting principles.

                  "Consolidated Stockholders' Equity" means the total
stockholders' equity of the Company and its Consolidated Subsidiaries, which
under generally accepted accounting principles would appear on a consolidated
balance sheet of the Company and its Subsidiaries, excluding the separate
component of stockholders' equity attributable to foreign currency translation
adjustments pursuant to "Statement of Financial Accounting Standards No. 52 --


                                       3
<PAGE>

Foreign Currency Translation" or any successor provision or principle of
generally accepted accounting principles.

                  "Consolidated Subsidiaries" means those Subsidiaries that are
consolidated with the Company for financial reporting purposes.

                  "Conversion Date" has the meaning specified in SECTION
3.10(D).

                  "Conversion Event" means the cessation of (i) a Foreign
Currency to be used both by the government of the country which issued such
Currency and for the settlement of transactions by public institutions of or
within the international banking community, (ii) the ECU to be used both within
the European Monetary System and for the settlement of transactions by public
institutions of or within the European communities, or (iii) any Currency unit
other than the ECU to be used for the purposes for which it was established.

                  "Corporate Trust Office" means the principal corporate trust
office of the Trustee at which at any particular time its corporate trust
business shall be administered, which office at the date of execution of this
instrument is located at The First National Bank of Chicago, One First National
Plaza, Suite 0126, Chicago, Illinois 60670-0126, Attention: Corporate Trust
Services Division.

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

                  "Currency" means Dollars or Foreign Currency.

                  "Currency Determination Agent" means the New York Clearing
House bank, if any, from time to time selected by the Company for purposes of
SECTION 3.10; provided that such agent shall accept such appointment in writing
and the terms of such appointment shall be acceptable to the Company and shall,
in the opinion of the Company at the time of such appointment, require such
agent to make the determinations required by this Indenture by a method
consistent with the method provided in this Indenture for the making of such
decision or determination.

                  "Debt" means (i) indebtedness for borrowed money by the
Company or a Restricted Subsidiary, (ii) indebtedness of the Company or a
Restricted Subsidiary (including capitalized lease obligations) for the
deferred payment of the purchase price of property or assets purchased, and
(iii) guarantees or other contingent obligations of the Company or a Restricted
Subsidiary of or for borrowed money of another person or indebtedness of
another person for the deferred payment of the purchase price of property or
assets purchased (other than indebtedness owed by a Restricted Subsidiary to
the Company, by a Restricted Subsidiary to a Subsidiary or by the Company to a
Subsidiary).

                  "Debt Securities" has the meaning stated in the first recital
of this Indenture and more particularly means any Debt Securities (including
any Global Notes) authenticated and delivered under this Indenture.


                                       4
<PAGE>

                  "Defaulted Interest" has the meaning specified in SECTION
3.07.

                  "Depositary" means a clearing agency registered under the
Securities Exchange Act of 1934, as amended, or any successor thereto, which
shall in either case be designated by the Company pursuant to SECTION 3.01
until a successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Depositary" shall mean or include
each Person who is then a Depositary hereunder, and if at any time there is
more than one such Person, "Depositary" as used with respect to the Debt
Securities of any series shall mean the Depositary with respect to the Debt
Securities of that series.

                  "Discharged" has the meaning specified in SECTION 14.02.

                  "Discount Security" means any Debt Security that is issued
with "original issue discount" within the meaning of SECTION 12.73(A) of the
Code and the regulations thereunder.

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

                  "Dollar Equivalent of the Currency Unit" has the meaning
specified in SECTION 3.10(G).

                  "Dollar Equivalent of the Foreign Currency" has the meaning
specified in SECTION 3.10(F).

                  "ECU" means the European Currency Unit as defined and revised
from time to time by the Council of the European Communities.

                  "Election Date" has the meaning specified in SECTION 3.10(H).

                  "Event of Default" has the meaning specified in SECTION 5.01.

                  "Exchange Rate Officer's Certificate" means a telex or a
certificate setting forth (i) the applicable Market Exchange Rate and (ii) the
Dollar, Foreign Currency or Currency unit amounts of principal, premium, if
any, and any interest respectively (on an aggregate basis and on the basis of a
Debt Security having the lowest denomination principal amount pursuant to
SECTION 3.02 in the relevant Currency or Currency unit), payable on the basis
of such Market Exchange Rate sent (in the case of a telex) or signed (in the
case of a certificate) by the Chief Financial Officer, a Vice President, the
Treasurer or any Assistant Treasurer of the Company.

                  "Fixed Rate Security" means a Debt Security that provides for
the payment of interest at a fixed rate.

                  "Floating Rate Security" means a Debt Security that provides
for the payment of interest at a variable rate determined periodically by
reference to an interest rate index or any other index specified pursuant to
SECTION 3.01.


                                       5
<PAGE>

                  "Foreign Currency" means a currency issued by the government
of any country other than the United States or a composite currency or currency
unit the value of which is determined by reference to the values of the
currencies of any group of countries.

                  "Funded Debt" means any indebtedness for money borrowed,
created, issued, incurred, assumed or guaranteed that would, in accordance with
generally accepted accounting principles, be classified as long-term debt, but
in any event including all indebtedness for money borrowed, whether secured or
unsecured, maturing more than one year, or extendible at the option of the
obligor to a date more than one year, after the date of determination thereof
(excluding any amount thereof included in current liabilities).

                  "Global Note" means a Debt Security evidencing all or part of
a series of Debt Securities that is executed by the Company and authenticated
and delivered to the Depositary or pursuant to the Depositary's instructions,
all in accordance with this Indenture and pursuant to a Company order, which
shall be registered in the name of the Depositary or its nominee and that shall
represent the amount of uncertificated securities as specified therein.

                  "Holder" means a person in whose name a Debt Security of any
series is registered in the Security Register.

                  "Indenture" means this instrument as originally executed, or
as it may from time to tune be supplemented or amended by one or more
indentures supplemental hereto entered into pursuant to the applicable
provisions hereof and, unless the context otherwise requires, shall include the
terms of a particular series of Debt Securities as established pursuant to
SECTION 3.01.

                  "Independent" when used with respect to any specified Person
means such a Person who (i) is in fact independent with respect to the Company,
(ii) does not have any direct financial interest or any material indirect
financial interest in the Company or in any other obligor upon the Debt
Securities or in any Affiliate of the Company or of such other obligor, and
(iii) is not connected with the Company or such other obligor or any Affiliate
of the Company or of such other obligor, as an officer, employee, promoter,
underwriter, trustee, partner, director or person performing similar functions.

                  The term "Interest", when used with respect to a Discount
Security which by its terms bears interest only after Maturity, means interest
payable after Maturity.

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

                  "Joint Venture Subsidiary" means a Subsidiary of the Company
as of the date of the Indenture of which the Company, directly or indirectly,
owns less than 100% of the voting securities entitling the holders thereof to
elect a majority of the directors (or, in the case of a partnership, of which
the Company, directly or indirectly, owns less than 100% of the general
partnership interests therein).


                                       6
<PAGE>

                  "Market Exchange Rate" means (i) for any conversion involving
a Currency unit on the one hand and Dollars or any Foreign Currency on the
other, the exchange rate between the relevant Currency unit and Dollars or such
Foreign Currency calculated by the method specified pursuant to SECTION 3.01
for the securities of the relevant series, (ii) for any conversion of Dollars
into any Foreign Currency, the noon (New York City time) buying rate for such
Foreign Currency for cable transfers quoted in New York City as certified for
customs purposes by the Federal Reserve Bank of New York, and (iii) for any
conversion of one Foreign currency into Dollars or another Foreign Currency,
the spot rate at noon local time in the relevant market at which, in accordance
with normal banking procedures, the Dollars or Foreign Currency into which
conversion is being made could be purchased with the Foreign Currency from
which conversion is being made from major banks located in New York City,
London or any other principal market for Dollars or such purchased Foreign
Currency. In the event of the unavailability of any of the exchange rates
provided for in the foregoing clauses (i), (ii) and (iii) the Currency
Determination Agent shall use, in its sole discretion and without liability on
its part, such quotation of the Federal Reserve Bank of New York as of the most
recent available date, or quotations from one or more major banks in New York
City, London or any other principal market for such Currency or Currency unit
in question, or such other quotations as the Currency Determination Agent shall
deem appropriate. Unless otherwise specified by the Currency Determination
Agent if there is more than one market for dealing in any currency or Currency
unit by reason of foreign exchange regulations or otherwise, the market to be
used in respect of such Currency or Currency unit shall be that upon which a
nonresident issuer of securities designated in such Currency or Currency unit
would purchase such Currency or Currency unit in order to make payments in
respect of such securities.

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

                  "Mortgages" means mortgages, liens, pledges or other
encumbrances.

                  "Officers' Certificate" means a certificate signed by the
Chairman, a Vice Chairman, the President, the Chief Financial Officer or a Vice
President, and by the Treasurer, an Assistant Treasurer, the 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 counsel to the Company (including an employee of the Company) and who
shall be reasonably satisfactory to the Trustee, which is delivered to the
Trustee.

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

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


                                       7
<PAGE>

                  (ii)     Debt 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 Debt Securities and
         any coupons thereto appertaining; provided, however, that if such Debt
         Securities are to be redeemed, notice of such redemption has been duly
         given pursuant to this Indenture or provision therefor satisfactory to
         the Trustee has been made; and

                  (iii)    Debt Securities which have been surrendered pursuant
         to SECTION 3.06 or in exchange for or in lieu of which other Debt
         Securities have been authenticated and delivered pursuant to this
         Indenture, other than any such Debt Securities in respect of which
         there shall have been presented to the Trustee proof satisfactory to
         it that such Debt Securities are held by a bona fide purchaser in
         whose hands such Debt Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of Debt Securities outstanding have performed any Act
hereunder, Debt Securities owned by the Company or any other obligor upon the
Debt Securities or any Affiliate of the Company or of such other obligor shall
be disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such Act, only Debt
Securities that the Trustee knows to be so owned shall be so disregarded. Debt
Securities so owned that have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right to act with respect to such Debt Securities and that the
pledgee is not the Company or any other obligor upon the Debt Securities or any
Affiliate of the Company or of such other obligor. In determining whether the
Holders of the requisite principal amount of Outstanding Debt Securities have
performed any Act hereunder, the principal amount of a Discount Security that
shall be deemed to be Outstanding for such purpose shall be the amount of the
principal thereof that would be due and payable as of the date of such
determination upon a declaration of acceleration of the Maturity thereof
pursuant to SECTION 5.02 and the principal amount of a Debt Security
denominated in a Foreign Currency that shall be deemed to be Outstanding for
such purpose shall be the amount calculated pursuant to SECTION 3.10(J).

                  "Overdue Rate," when used with respect to any series of the
Debt Securities, means the rate designated as such in or pursuant to the Board
Resolution or the supplemental indenture, as the case may be, relating to such
series as contemplated by SECTION 3.01.

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

                  "Permitted Subsidiary Refinancing Debt" means Debt of any
Subsidiary, the proceeds of which are used to renew, extend, refinance or
refund outstanding Debt of such Subsidiary, provided that such Debt is
scheduled to mature no earlier than the Debt being renewed, extended,
refinanced or refunded; provided, further, that such Debt shall be Permitted
Subsidiary Refinancing Debt only to the extent that the aggregate principal
amount of such Debt


                                       8
<PAGE>

(or, if such Debt is issued at a price less than the principal amount thereof,
the aggregate amount of gross proceeds therefrom) does not exceed the aggregate
principal amount then outstanding under the Debt being renewed, extended,
refinanced or refunded (or if the Debt being renewed, extended, refinanced or
refunded, was issued at a price less than the principal amount thereof, then
not in excess of the amount of liability in respect thereof determined in
accordance with generally accepted accounting principles.)

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

                  "Place of Payment" when used with respect to the Debt
Securities of any series means the place or places where the principal of (and
premium, if any) and interest on the Debt Securities of that series are payable
as specified pursuant to SECTION 3.01.

                  "Predecessor Security" of any particular Debt Security means
every previous Debt Security evidencing all or a portion of the same debt as
that evidenced by such particular Debt Security; and, for the purposes of this
definition, any Debt Security authenticated and delivered under SECTION 3.06 in
lieu of a mutilated, lost, destroyed or stolen Debt Security or a Debt Security
to which a mutilated, lost, destroyed or stolen Coupon appertains shall be
deemed to evidence the same debt as the mutilated, lost, destroyed or stolen
Debt Security or the Debt Security to which the mutilated, lost, destroyed or
stolen Coupon appertains, as the case may be.

                  "Preferred Stock" of any Person means any capital stock of
such Person which by its terms or by the terms of any security into which it is
convertible or exchangeable is preferred as to the payment of dividends or upon
liquidation to any class of the common stock of such Person or which matures or
is mandatorily redeemable at the option of the holder thereof, in whole or in
part, on or prior to the maturity date of any Outstanding Debt Securities.

                  "Principal Property" means each acute care hospital providing
general medical and surgical services (excluding equipment, personal property
and hospitals that primarily provide specialty medical services, such as
psychiatric and obstetrical and gynecological services) owned solely by the
Company and/or one or more of its Subsidiaries and located in the United States
of America.

                  "Redemption Date" means the date fixed for redemption of any
Debt Security pursuant to this Indenture which, in the case of a Floating Rate
Security, unless otherwise specified pursuant to SECTION 3.01, shall be an
Interest Payment Date only.

                  "Redemption Price" means, in the case of a Discount Security,
the amount of the principal thereof that would be due and payable as of the
Redemption Date upon a declaration of acceleration of the maturity thereof
pursuant to SECTION 5.02, and in the case of any other Debt Security, the
principal amount thereof, plus, in each case, premium, if any, and accrued and
unpaid interest, if any, to the Redemption Date.


                                       9
<PAGE>

                  "Regular Record Date" for the interest payable on the Debt
Securities of any series on any Interest Payment Date means the date specified
for the purpose pursuant to SECTION 3.01 for such Interest Payment Date.

                  "Responsible Officer" when used with respect to the Trustee
means any Vice President, the Secretary, any Assistant Secretary, any Trust
Officer or Assistant Trust Officer, or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate
trust matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.

                  "Restricted Subsidiary" means (a) any Subsidiary other than
an Unrestricted Subsidiary and (b) any Subsidiary which was an Unrestricted
Subsidiary but which, subsequent to the date hereof, is designated by the
Company (by Board Resolution) to be a Restricted Subsidiary; provided, however,
that the Company may not designate any such Subsidiary to be a Restricted
Subsidiary if the Company would thereby breach any covenant or agreement
contained in the Indenture (on the assumption that any transaction to which
such Subsidiary was a party at the time of such designation and which would
have given rise to Debt or Preferred Stock or constituted a Sale and Leaseback
Transaction at the time it was entered into had such Subsidiary then been a
Restricted Subsidiary was entered into at the time of such designation).

                  "Security Register" and "Security Registrar" have the
respective meanings specified in SECTION 3.05(A).

                  "Special Record Date" for the payment of any Defaulted
Interest means a date fixed by the Trustee pursuant to SECTION 3.07.

                  "Specified Amount" has the meaning specified in SECTION
3.10(H).

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

                  "Subsidiary" means (i) any corporation of which at least a
majority of the outstanding stock having by the terms thereof ordinary voting
power to elect a majority of the directors of such corporation, irrespective of
whether or not at the time stock of any other class or classes of such
corporation shall have or might have voting power by reason of the happening of
any contingency, is at the time, directly or indirectly, owned or controlled by
the Company or by one or more Subsidiaries thereof, or by the Company and one
or more Subsidiaries or (ii) any partnership or joint venture of which at least
a majority of the equity ownership, whether in the form of membership, general,
special or limited partnership interests or otherwise, is directly or
indirectly owned or controlled by the Company or by one or more Subsidiaries
thereof, or by the Company and one or more Subsidiaries; provided, however,
that said term shall not include any corporation or partnership controlled by
the Company (herein referred to as an "Affiliated Entity") which:


                                      10
<PAGE>

                  (a)      does not transact any substantial portion of its
         business or regularly maintain any substantial portion of its
         operating assets within the continental limits of the United States of
         America;

                  (b)      is principally engaged in the business of financing
         (including, without limitation, the purchase, holding, sale or
         discounting of or lending upon any notes, contracts, leases or other
         forms of obligations) the sale or lease of merchandise, equipment or
         services (1) by the Company, or (2) by a Subsidiary (whether such
         sales or leases have been made before or after the date when such
         corporation or partnership became a Subsidiary), or (3) by another
         Affiliated Entity, or (4) by any corporation or partnership prior to
         the time when substantially all its assets have heretofore been or
         shall hereafter have been acquired by the Company;

                  (c)      is principally engaged in the business of owning,
         leasing, dealing in or developing real property;

                  (d)      is principally engaged in the holding of stock in,
         and/or the financing of operations of, an Affiliated Entity; or

                  (e)      is principally engaged in the business of (i)
         offering health benefit products or (ii) insuring against professional
         and general liability risks of the Company.

                  "Trust Indenture Act" means the Trust Indenture Act of 1939
as in force at the date as of which this instrument was executed, except as
provided in SECTION 10.05.

                  "Trustee" means the Person named as the "Trustee" in the
first paragraph of this instrument until a successor Trustee shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean 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 Debt Securities of any series, shall mean the Trustee with
respect to Debt Securities of such series.

                  "U.S. Government Obligations" has the meaning specified in
SECTION 14.02.

                  "Unrestricted Subsidiary" means (a) any Subsidiary acquired
or organized after the date hereof, provided, however, that such Subsidiary is
not a successor, directly or indirectly, to, and does not directly or
indirectly own any equity interest in, any Restricted Subsidiary; (b) any
Subsidiary the principal business of which consists of obtaining financing in
capital markets outside the United States of America or financing the
acquisition or disposition of machinery, equipment, inventory, accounts
receivable and other real, personal and intangible property by Persons
including the Company or a Subsidiary; (c) any Subsidiary the principal
business of which is owning, leasing, dealing in or developing real property
for residential or office building purposes or land, buildings or related real
property owned by the Company or any Subsidiary as


                                      11
<PAGE>

of the date of the Indenture; (d) any Joint Venture Subsidiary; or (e) stock or
other securities of art Unrestricted Subsidiary of the character described in
clauses (a) through (d) of this definition, unless and until, in each of the
cases specified in this paragraph, any such Subsidiary shall have been
designated to be a Restricted Subsidiary pursuant to clause (b) of the
definition of "Restricted Subsidiary."

                  "Valuation Date" has the meaning specified in SECTION
3.10(C).

                  "Vice President" includes with respect to the Company and the
Trustee, any Vice President of the Company or the Trustee, as the case may be,
whether or not designated by a number or word or words added before or after
the title "Vice President."

                  "Wholly Owned Subsidiary" means a Subsidiary of which all of
the stock (other than directors' qualifying shares) is at the time, directly or
indirectly, owned by the Company, and/or by one or more Wholly Owned
Subsidiaries of the Company.

SECTION 1.02.     COMPLIANCE CERTIFICATES AND OPINIONS.


                  Upon am 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 such
         individual, he has made such examination or investigation as is
         necessary to enable him to express an informed opinion as to whether
         or not such covenant or condition has been complied with; and

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


                                      12
<PAGE>

SECTION 1.03.     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 of
reasonable care should know, that the certificate or opinion or representations
with respect to such matters are erroneous.

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

SECTION 1.04.     NOTICES, ETC., TO TRUSTEE AND COMPANY.

                  Any Act of Holders or other document provided or permitted by
this Indenture to be made upon, given or furnished to, or filed with:

                  (1)      the Trustee by any Holder or by the Company shall be
         sufficient for every purpose hereunder (unless otherwise herein
         expressly provided) if made, given, furnished or filed in writing to
         or with the Trustee at its Corporate Trust Office, Attention:
         Corporate Trust Services Division; 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 or airmail postage prepaid if sent from outside the United
         States, to the Company addressed to it at the address of its principal
         office specified in the first paragraph of this instrument, to the
         attention of its Treasurer, or at any other address previously
         furnished in writing to the Trustee by the Company.

                  Any such Act or other document shall be in the English
language, except that any published notice may be in an official language of
the country of publication.


                                      13
<PAGE>

SECTION 1.05.     NOTICE TO HOLDERS; WAIVER.

                  Where this Indenture provides for notice to Holders of any
event, such notice shall be sufficiently given to Holders (unless otherwise
herein expressly provided) if in writing and mailed, first-class postage
prepaid, to such Holders as their names and addresses appear in the Security
Register, within the time prescribed; provided, however, that any notice to
Holders of Floating Rate Securities regarding the determination of a periodic
rate of interest, if such notice is required pursuant to SECTION 3.01, shall be
sufficiently given if given in the manner specified pursuant to SECTION 3.01.

                  In the event of suspension of regular mail service or by
reason of any other cause it shall be impracticable to give notice by mail,
such notification shall be given by telex, telecopy or other facsimile
transmission.

                  Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance on such waiver. In any case where notice to Holders is given
by mail, neither the failure to mail such notice nor any defect in any notice
so mailed to any particular Holder, shall affect the sufficiency of such notice
with respect to other Holders, and any notice which is mailed in the manner
herein provided shall be conclusively presumed to have been duly given.

SECTION 1.06.     CONFLICT WITH TRUST INDENTURE ACT.

                  If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with another provision included in this
Indenture by operation of SECTIONs 310 to 317, inclusive, of the Trust
Indenture Act (an "incorporated provision"), such incorporated provision shall
control.

SECTION 1.07.     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 1.08.     SUCCESSORS AND ASSIGNS.

                  All covenants and agreements in this Indenture by the parties
hereto shall bind their respective successors and assigns and inure to the
benefit of their permitted successors and assigns, whether so expressed or not.


                                      14
<PAGE>

SECTION 1.09.     SEPARABILITY CLAUSE.

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

SECTION 1.10.     BENEFITS OF INDENTURE.

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

SECTION 1.11.     GOVERING LAW.

                  This Indenture and the Debt Securities shall be deemed to be
contracts made and to be performed entirely in the State of New York, and for
all purposes shall be governed by and construed in accordance with the laws of
said State without regard to the conflicts of law rules of said State.

SECTION 1.12.     LEGAL HOLIDAYS.

                  Unless otherwise specified pursuant to SECTION 3.01 or in any
Debt Security, in any case where any Interest Payment Date, Redemption Date or
Stated Maturity of any Debt Security of any series shall not be a Business Day
at any Place of Payment for the Debt Securities of that series, then
(notwithstanding any other provision of this Indenture or of the Debt
Securities) payment of principal (and premium, if any) or interest need not be
made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same force and effect
as if made on the Interest Payment Date, Redemption Date or at the Stated
Maturity, and 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, to such Business Day if such payment is made or duly
provided for on such Business Day.

SECTION 1.13.     NO SECURITY INTEREST CREATED.

                  Nothing in this Indenture or in the Debt Securities, express
or implied, shall be construed to constitute a security interest under the
Uniform Commercial Code or similar legislation, as now or hereafter enacted and
in effect in any jurisdiction where property of the Company or its Subsidiaries
is or may be located.

SECTION 1.14.     LIABILITY SOLELY CORPORATE.

                  No recourse shall be had for the payment of the principal of
(or premium, if any or the interest on any Debt Securities, or any part
thereof, or of the indebtedness represented thereby, or upon any obligation,
covenant or agreement of this Indenture, against any


                                      15
<PAGE>

incorporator, or against any stockholder, officer or director, as such, past,
present or future, of the Company (or any incorporator, stockholder, officer or
director of any predecessor or successor corporation), either directly or
through the Company (or any such predecessor or successor corporation), whether
by virtue of any constitution, statute or rule of law, or by the enforcement of
any assessment or penalty or otherwise; it being expressly agreed and
understood that this Indenture and all the Debt Securities are solely corporate
obligations, and that no personal liability whatsoever shall attach to, or be
incurred by, any such incorporator stockholder, officer or director, past,
present or future, of the Company (or any incorporator, stockholder, officer or
director of any such predecessor or successor corporation), either directly or
indirectly through the Company or any such predecessor or successor
corporation, because of the indebtedness hereby authorized or under or by
reason of any of the obligations, covenants, promises or agreements contained
in this Indenture or in any of the Debt Securities or to be implied herefrom or
therefrom; and that any such personal liability is hereby expressly waived and
released as a condition of, and as part of the consideration for, the execution
of this Indenture and the issue of securities; provided, however, that nothing
herein or in the Debt Securities contained shall be taken to prevent recourse
to and the enforcement of the liability, if any, of any stockholder or
subscriber to capital stock upon or in respect of the shares of capital stock
not fully paid.

SECTION 1.15.     COUNTERPARTS.

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

                                  ARTICLE TWO

                              DEBT SECURITY FORMS

SECTION 2.01.     FORMS GENERALLY.

                  The Debt Securities of each series shall be substantially in
one of the forms (including global form) established in or pursuant to a Board
Resolution or one or more indentures supplemental hereto, and shall have 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 or designation and such legends or endorsements
placed thereon as the Company may deem appropriate and as are not inconsistent
with the provisions of this Indenture, or as may be required to comply with any
law or with any rule or regulation made pursuant thereto or with any rule or
regulation of any securities exchange on which any series of the Debt
Securities may be listed, or to conform to usage, all as determined by the
officers executing such Debt Securities as conclusively evidenced by their
execution of such Debt Securities. If the form of a series of Debt Securities
(or any Global Note) is established in or pursuant to a Board Resolution, a
copy of such Board Resolution shall be delivered to the Trustee, together with
an Officers' Certificate setting forth the form of such series, at or prior to
the delivery of the Company Order contemplated by SECTION 3.03 for the
authentication and delivery of such Debt Securities (or any such Global Note).


                                      16
<PAGE>

                  The definitive Debt Securities of each series shall be
printed, lithographed or engraved or produced by any combination of these
methods on steel engraved borders or may be produced in any other manner, all
as determined by the officers executing such Debt Securities, as conclusively
evidenced by their execution of such Debt Securities.

SECTION 2.02.     FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

                  The form of the Trustee's certificate of authentication to be
borne by the Debt Securities shall be substantially as follows:


                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

                  This is one of the series of Debt Securities issued under the
within mentioned Indenture.

                                        THE FIRST NATIONAL BANK OF CHICAGO,
                                        as Trustee



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

                                 ARTICLE THREE

                              THE DEBT SECURITIES

SECTION 3.01.     AMOUNT UNLIMITED; ISSUABLE IN SERIES.

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

                  The Debt Securities may be issued in one or more series.
There shall be established in or pursuant to a Board Resolution and (subject to
SECTION 3.03) set forth in an Officers' Certificate, or established in one or
more indentures supplemental hereto, prior to the issuance of Debt Securities
of any series:

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

                  (2)      the limit, if any, upon the aggregate principal
         amount of the Debt Securities of the series that may be authenticated
         and delivered under this Indenture (except for Debt Securities
         authenticated and delivered upon transfer of, or in exchange


                                      17
<PAGE>

         for, or in lieu of, other Debt Securities of such series pursuant to
         SECTIONS 3.04, 3.05, 3.06, 10.06 or 12.07);

                  (3)      the date or dates on which or periods during which
         the Debt Securities of the series may be issued, and the date or
         dates, (or the method of determination thereof) on which the principal
         of (and premium, if any, on) the Debt Securities of such series are or
         may be payable (which, if so provided in such Board Resolution or
         supplemental indenture may be determined by the Company from time to
         time and set forth in the Debt Securities of the series issued from
         time to time);

                  (4)      the rate or rates (or the method of determination
         thereof) at which the Debt Securities of the series shall bear
         interest, if any, and the dates from which such interest shall accrue
         (which, in either case or both, if so provided in such Board
         Resolution or supplemental indenture may be determined by the Company
         from time to time and set forth in the Debt Securities of the series
         issued from time to time), the Interest Payment Dates on which such
         interest shall be payable or the method of determination thereof), and
         the Regular Record Dates for the interest payable on such Interest
         Payment Dates and, in the case of Floating Rate Securities, the
         notice, if any, to Holders regarding the determination of interest and
         the manner of giving such notice, and the extent to which, or the
         manner in which, any interest payable on any Global Note on an
         Interest Payment Date will be paid if other than in the manner
         provided in SECTION 3.07;

                  (5)      the place or places, if any, in addition to or
         instead of the Corporate Trust Office of the Trustee, where the
         principal of (and premium, if any) and interest on Debt Securities of
         the series shall be payable;

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

                  (7)      the period or periods within which or the date or
         dates on which, the price or prices at which and the terms and
         conditions upon which Debt Securities of the series may be redeemed,
         if any, in whole or in part, at the option of the Company or
         otherwise;

                  (8)      if the coin or Currency in which the Debt Securities
         shall be issuable is in Dollars, the denominations of such Debt
         Securities if other than denominations of $1,000 and any integral
         multiple thereof (except as provided in SECTION 3.04);

                  (9)      whether the Debt Securities of the series are to be
         issued as Discount Securities and the amount of discount with which
         such Debt Securities may be issued and, if other than the principal
         amount thereof, the portion of the principal amount of, Debt
         Securities of the series which shall be payable upon declaration of
         acceleration of the Maturity thereof pursuant to SECTION 5.02;


                                      18
<PAGE>

                  (10)     provisions, if any, for the defeasance of Debt
         Securities of the series:

                  (11)     If other than Dollars, the Foreign Currency or
         Currencies in which Debt Securities of the series shall be
         denominated, or in which payment of the principal of (and/or premium,
         if any) and/or interest on the Debt Securities of the series may be
         made, and the particular provisions applicable thereto and, if
         applicable, the amount of Debt Securities of the series which entitles
         the Holder of a Debt Security of the series or proxy to one vote for
         purposes of SECTION 8.05;

                  (12)     if the principal of (and premium, if any) or
         interest on Debt Securities of the series are to be payable, at the
         election of the Company or a Holder thereof, in a Currency other than
         that in which the Debt Securities are denominated or payable without
         such election, in addition or in lieu of the provisions of SECTION
         3.10, the period or periods within which and the terms and conditions
         upon which such election may be made and the time and the manner of
         determining the exchange rate or rates between the Currency or
         Currencies in which the Debt Securities are denominated or payable
         without such election and the Currency or Currencies in which the Debt
         Securities are to be paid if such election is made;

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

                  (14)     if the amount of payments of principal of (and
         premium, if any) or interest on the Debt Securities of the series may
         be determined with reference to an index including, but not limited
         to, an index based on a Currency or Currencies other than that in
         which the Debt Securities axe denominated or payable, or any other
         type of index, the manner in which such amounts shall be determined;

                  (15)     if the Debt Securities of the series are denominated
         or payable in a Foreign Currency, any other terms concerning the
         payment of principal of (and premium, if any) or any interest on such
         Debt Securities (including the Currency or Currencies of payment
         thereof);

                  (16)     the designation of the original Currency
         Determination Agent;

                  (17)     the applicable Overdue Rate, if any;

                  (18)     if the Debt Securities of the series do not bear
         interest, the applicable dates for purposes of SECTION 3.12(A) of the
         Trust Indenture Act;

                  (19)     any addition to, or modification or deletion of, any
         Events of Default or covenants provided for with respect to Debt
         Securities of the series;


                                      19
<PAGE>

                  (20)     whether the Debt Securities of the series shall be
         issued in whole or in part in the form of one or more Global Notes
         and, in such case, the Depositary for such Global Note or Notes; and

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

                  All Debt Securities of any one series shall be substantially
identical except as to denomination, rate of interest, Stated Maturity and the
date from which interest, if any, shall accrue, which, as set forth above, may
be determined by the Company from time to time as to Debt Securities of a
series if so provided in or established pursuant to the authority granted in a
Board Resolution or in any such indenture supplemental hereto, and except as
may otherwise be provided in or pursuant to such Board Resolution and (subject
to SECTION 3.03) set forth in such Officers' Certificate, or in any such
indenture supplemental hereto. All Debt Securities of any one series need not
be issued at the same time, and unless otherwise provided, a series may be
reopened for issuance of additional Debt Securities of such series.

                  If any of the terms of a series of Debt Securities is
established in or pursuant to a Board Resolution, a copy of such Board
Resolution 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.

SECTION 3.02.     DENOMINATIONS.

                  In the absence of any specification pursuant to SECTION 3.01
with respect to Debt Securities of any series, the Debt Securities of such
series shall be issuable only in registered form and in denominations of $1,000
and any integral multiple thereof and shall be payable only in Dollars.

SECTION 3.03.     EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

                  The Debt Securities of any series shall be executed on behalf
of the Company by its Chairman, a Vice Chairman, its President, its Chief
Financial Officer, one of its Vice Presidents or its Treasurer, under its
corporate seal reproduced thereon and attested by its Secretary or one of its
Assistant Secretaries. The signature of any of these officers may be manual or
facsimile.

                  Debt Securities 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 Debt
Securities or did not hold such offices at the date of such Debt Securities.

                  At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Debt Securities of any
series, executed by the Company to the Trustee for authentication, together
with a Company Order for the authentication and


                                      20
<PAGE>

delivery of such Debt Securities, and the Trustee in accordance with the
Company Order shall authenticate and deliver such Debt Securities. If all the
Debt Securities of any one series are not to be issued at one time and if a
Board Resolution or supplemental indenture relating to such series shall so
permit, such Company Order may set forth procedures acceptable to the Trustee
for the issuance of such Debt Securities such as interest rate, Stated
Maturity, date of issuance and date from which interest, if any, shall accrue.

                  The Trustee shall be entitled to receive, and (subject to any
incorporated provisions) shall be fully protected in relying upon, prior to the
authentication and delivery of the Debt Securities of a particular series, (i)
the supplemental indenture or the Board Resolution by or pursuant to which the
form and terms of such Debt Securities have been approved and (ii) an Opinion
of Counsel staling that:

                  (1)      all instruments furnished by the Company to the
         Trustee in connection with the authentication and delivery of such
         Debt Securities conform to the requirements of this Indenture and
         constitute sufficient authority hereunder for the Trustee to
         authenticate and deliver such Debt Securities;

                  (2)      the forms and terms of such Debt Securities have
         been established in conformity with the provisions of this Indenture;

                  (3)      in the event that the forms or terms of such Debt
         Securities have been established in a supplemental indenture, the
         execution and delivery of such supplemental indenture has been duly
         authorized by all necessary corporate action of the Company, such
         supplemental indenture has been duly executed and delivered by the
         Company and, assuming due authorization, execution and delivery by the
         Trustee, is a valid and binding obligation enforceable against the
         Company in accordance with its terms, subject to applicable
         bankruptcy, insolvency and similar laws affecting creditors' rights
         generally and subject, as to enforceability, to general principles of
         equity (regardless of whether enforcement is sought in a proceeding in
         equity or at law);

                  (4)      the execution and delivery of such Debt Securities
         have been duly authorized by all necessary corporate action of the
         Company and such Debt Securities have been duly executed by the
         Company, and, assuming due authentication by the Trustee and delivery
         by the Company, are valid and binding obligations enforceable against
         the Company in accordance with their terms, entitled to the benefit of
         the Indenture, subject to applicable bankruptcy, insolvency and
         similar laws affecting creditors' rights generally and subject, as to
         enforceability, to general principles of equity (regardless of whether
         enforcement is sought in a proceeding in equity or at law) and subject
         to such other exceptions as counsel shall request and as to which the
         Trustee shall not reasonably object; and

                  (5)      the amount of Debt Securities Outstanding of such
         series, together with the amount of such Debt Securities, does not
         exceed any limit established under the terms of this Indenture on the
         amount of Debt Securities of such series that may be authenticated and
         delivered.


                                      21
<PAGE>

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

                  Each Debt Security shall be dated the date of its
authentication.

                  No Debt Security shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on
such Debt Security a certificate of authentication substantially in one of the
forms provided for herein duly executed by the Trustee or by an Authenticating
Agent, and such certificate upon any Debt Security shall be conclusive
evidence, and the only evidence, that such Debt Security has been duly
authenticated and delivered hereunder and is entitled to the benefits of this
Indenture. Notwithstanding the foregoing, if any Debt Security shall have been
duly authenticated and delivered hereunder but never issued and sold by the
Company, and the Company shall deliver such Debt Security to the Trustee for
cancellation as provided in SECTION 3.08 together with a written statement
(which need not comply with SECTION 1.02) stating that such Debt Security has
never been issued and sold by the Company, for all purposes of this Indenture
such Debt Security shall be deemed never to have been authenticated and
delivered hereunder and shall never be entitled to the benefits of this
Indenture.

SECTION 3.04.     TEMPORARY DEBT SECURITIES; GLOBAL NOTES.

                  (a)      Pending the preparation of definitive Debt
Securities of any series, the Company may execute, and upon Company Order the
Trustee shall authenticate and deliver, temporary Debt Securities which are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination for Debt Securities of such series, substantially of
the tenor of the definitive Debt Securities in lieu of which they are issued
and with such appropriate insertions, omissions, substitutions and other
variations as the officers executing such Debt Securities may determine, as
conclusively evidenced by their execution of such Debt Securities. Every such
temporary Debt Security shall be executed by the Company and shall be
authenticated and delivered by the Trustee upon the same conditions and in
substantially the same manner, and with the same effect, as the definitive Debt
Securities in lieu of which they are issued.

                  If temporary Debt Securities of any series are issued, the
Company will cause definitive Debt Securities of such series to be prepared
without unreasonable delay. After the preparation of definitive Debt Securities
of such series, the temporary Debt Securities of such series shall be
exchangeable for definitive Debt Securities of such series, of a like Stated
Maturity and with like terms and provisions, upon surrender of the temporary
Debt Securities of such series at the office or agency of the Company in a
Place of Payment for such series, without charge to the Holder, except as
provided in SECTION 3.05 in connection with a transfer. Upon surrender for
cancellation of any one or more temporary Debt Securities of any series, the
Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor a like principal amount of definitive Debt Securities of the
same series of authorized denominations


                                      22
<PAGE>

and of a Like Stated Maturity and like terms and provisions. Until so
exchanged, the temporary Debt Securities of any series shall in all respects he
entitled to the same benefits under this Indenture as definitive Debt
Securities of such series.

                  (b)      If the Company shall establish pursuant to SECTION
3.01 that the Debt Securities of a series are to be issued in whole or in part
in the form of one or more Global Notes, then the Company shall execute and the
Trustee shall, in accordance with SECTION 3.03 and the Company Order with
respect to such series, authenticate and deliver one or more Global Notes in
temporary or permanent form that (i) shall represent and shall be denominated
in an amount equal to the aggregate principal amount of the outstanding Debt
Securities of such series to be represented by one or more Global Notes, (ii)
shall be registered in the name of the Depositary for such Global Note or Notes
or the nominee of such Depositary, (iii) shall be delivered by the Trustee to
such Depositary or pursuant to such Depositary's instruction, and (iv) shall
bear a legend substantially to the following effect: "Unless and until it is
exchanged in whole or in part for Debt Securities in definitive form, this Debt
Security may not be transferred except as a whole by the Depositary to a
nominee of the Depositary or by a nominee of the Depositary to the Depositary
or another nominee of the Depositary or by the Depositary or any such nominee
to a successor Depositary or a nominee of such successor Depositary."

                  Notwithstanding any other provision of this Section or
SECTION 3.05, unless and until it is exchanged in whole or in part for Debt
Securities in definitive form, a Global Note representing all or a portion of
the Debt Securities of a series may not be transferred except as a whole by the
Depositary for such series to a nominee of such Depositary or by a nominee of
such Depositary to such Depositary or another nominee of such Depositary or by
such Depositary or any such nominee to a successor Depositary for such series
or a nominee of such successor Depositary.

                  If at any time the Depositary for the Debt Securities of a
series notifies the Company that it is unwilling or unable to continue as
Depositary for the Debt Securities of such series or if at any time the
Depositary for Debt Securities of a series shall no longer be registered or in
good standing under the Securities Exchange Act of 1934, as amended, or other
applicable statute or regulation, the Company shall appoint a successor
Depositary with respect to the Debt Securities of such series. If a successor
Depositary for the Debt Securities of such series is not appointed by the
Company within 90 days after the Company receives such notice or becomes aware
of such condition, the Company will execute, and the Trustee, upon receipt of a
Company Order for the authentication and delivery of definitive Debt Securities
of such series, will authenticate and deliver, Debt Securities of such series
in definitive form in an aggregate principal amount equal to the principal
amount of the Global Note or Notes representing such series in exchange for
such Global Note or Notes.

                  The Company may at any time and in its sole discretion
determine that the Debt Securities of any series issued in the form of one or
more Global Notes shall no longer be represented by such Global Note or Notes.
In such event, the Company will execute, and the Trustee, upon receipt of a
Company Order for the authentication and delivery of definitive Debt Securities
of such series, will authenticate and deliver, Debt Securities of such series
in definitive


                                      23
<PAGE>

form and in an aggregate principal amount equal to the principal amount of the
Global Note or Notes representing such series in exchange for such Global Note
or Notes.

                  If specified by the Company pursuant to SECTION 3.01 with
respect to Debt Securities of a series, the Depositary for such series of Debt
Securities may surrender a Global Note for such series of Debt Securities in
exchange in whole or in part for Debt Securities of such series in definitive
form on such terms as are acceptable to the Company and such Depositary.
Thereupon, the Company shall execute and the Trustee shall authenticate and
deliver, without charge:

                  (i)      to each Person specified by the Depositary a new
         Debt Security or Securities of the same series of any authorized
         denomination as requested by such Person in aggregate principal amount
         equal to and in exchange for such Person's beneficial interest in the
         Global Note; and

                  (ii)     to the Depositary a new Global Note in a
         denomination equal to the difference, if any, between the principal
         amount of the surrendered Global Note and the aggregate principal
         amount of Debt Securities delivered to Holders thereof.

                  Upon the exchange of a Global Note for Debt Securities in
definitive form, such Global Note shall be canceled by the Trustee. Debt
Securities issued in exchange for a Global Note pursuant to this SECTION 3.04
shall be registered in such names and in such authorized denominations as the
Depositary for such Global Note, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee. The Trustee
shall deliver such Debt Securities to the persons in whose names such Debt
Securities are so registered.

SECTION 3.05.     REGISTRATION, TRANSFER AND EXCHANGE.


                  (a)      The Company shall cause to be kept at the Corporate
Trust Office of the Trustee a register (the registers maintained in such office
and in any other office or agency of the Company in a Place of Payment being
herein 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 the Debt Securities and of transfers and
exchanges of the Debt Securities. The Trustee is hereby appointed "Security
Registrar" for the purpose of registering the Debt Securities and registering
transfers and exchanges of the Debt Securities as herein provided; provided,
however, that the Company may appoint co-Security Registrars.

                  Upon surrender for registration of transfer of any Debt
Security of any series at the office or agency of the Company maintained for
such purpose, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee, one or more new Debt
Securities of the same series of Like aggregate principal amount of such
denominations as are authorized for Debt Securities of such series and of a
like Stated Maturity and with like terms and conditions.

                  At the option of the Holder, Debt Securities of any series
(except Global Notes) may be exchanged for other Debt Securities of the same
series of Like aggregate principal


                                      24
<PAGE>

amount and of a like Stated Maturity and with like terms and conditions, upon
surrender of the Debt Securities to be exchanged at such office or agency.
Whenever any Debt Securities are surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Debt Securities
that the Holder making the exchange is entitled to receive.

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

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

                  No service charge will be made for any transfer or exchange
of Debt Securities except as provided in SECTION 3.06. 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, transfer or exchange of
Debt Securities, other than those expressly provided in this Indenture to be
made at the Company's own expense or without expense or without charge to the
Holders.

                  The Company shall not be required (i) to register, transfer
or exchange Debt Securities of any series during a period beginning at the
opening of business 15 days before the day of the transmission of a notice of
redemption of Debt Securities of such series selected for redemption under
SECTION 12.04 and ending at the close of business on the day of such
transmission, or (ii) to register, transfer or exchange any Debt Security so
selected for redemption in whole or in part, except the unredeemed portion of
any Debt Security being redeemed in part.

SECTION 3.06.     MUTILATED, DESTROYED, LOST AND STOLEN DEBT SECURITIES.

                  If (i) any mutilated Debt Security is surrendered to the
Trustee at its Corporate Trust Office, or (ii) the Company and the Trustee
receive evidence to their satisfaction of the destruction, loss or theft of any
Debt Security, and there is delivered to the Company and the Trustee such
security or indemnity as may be required by them to save each of them and any
Paying Agent harmless, and neither the Company nor the Trustee receives notice
that such Debt Security has been acquired by a bona fide purchaser, then the
Company shall execute and upon Company Request the Trustee shall authenticate
and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost
or stolen Debt Security, a new Debt Security of the same series of like Stated
Maturity and with like terms and conditions and like principal amount, bearing
a number not contemporaneously Outstanding.

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


                                      25
<PAGE>

                  Upon the issuance of any new Debt 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 respect thereto and any
other expenses (including the fees and expenses of the Trustee) connected
therewith.

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

SECTION 3.07.     PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

                  (a)      Interest on any Debt Security that is payable and is
punctually paid or duly provided for on any Interest Payment Date shall be paid
to the Person in whose name such Debt Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest notwithstanding the cancellation of such Debt Security upon
any transfer or exchange subsequent to the Regular Record Date. Payment of
interest on Debt Securities shall be made at the offices of the Paying Agent or
Paying Agents specified pursuant to SECTION 3.01 or, at the option of the
Company, by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register or, if provided pursuant to
SECTION 3.01, by wire transfer to an account designated by the Holder.

                  (b)      Any interest on any Debt Security that 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 his 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 such Debt Securities
         (or their respective Predecessor Securities) are registered at the
         close of business on a Special Record Date for the payment of such
         Defaulted Interest, which shall be fixed in the following manner. The
         Company shall notify the Trustee in writing of the amount of Defaulted
         Interest proposed to be paid on each such Debt Security and the date
         of the proposed payment, and at the same time the Company shall
         deposit with the Trustee an amount of money in the Currency or
         Currency unit in which the Debt Securities of such series are payable
         (except as otherwise specified pursuant to SECTIONS 3.01 or 3.10)
         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


                                      26
<PAGE>

         clause provided. Thereupon the Trustee shall fix a Special Record Date
         for the payment of such Defaulted Interest which date 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 the
         Holders of such Debt Securities at their addresses as they appear 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 mailed as aforesaid,
         such Defaulted Interest shall be paid to the Persons in whose names
         such Debt Securities (or their respective Predecessor Securities) are
         registered at the close of business on such Special Record Date and
         shall no longer be payable pursuant to the following clause (2).

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

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

SECTION 3.08.     CANCELLATION.

                  Unless otherwise specified pursuant to SECTION 3.01 for Debt
Securities of any series, all Debt Securities surrendered for payment,
redemption, transfer, exchange or credit against any sinking fund, if
surrendered to any Person other than the Trustee, shall be delivered to the
Trustee. All Debt Securities so delivered shall be promptly canceled by the
Trustee. The Company may at any time deliver to the Trustee for cancellation
any Debt Securities previously authenticated and delivered hereunder that the
Company may have acquired in any manner whatsoever, and may deliver to the
Trustee (or to any other Person for delivery to the Trustee) for cancellation
any Debt Securities previously authenticated hereunder which the Company has
not issued, and all Debt Securities or Coupons so delivered shall be promptly
canceled by the Trustee. No Debt Securities shall be authenticated in lieu of
or in exchange for any Debt Securities canceled as provided in this Section,
except as expressly permitted by this Indenture. All canceled Debt Securities
held by the Trustee shall be destroyed by the Trustee, and the Trustee shall
deliver a certificate to such effect to the Company. The acquisition of any
Debt Securities by the Company shall not operate as a redemption or
satisfaction of the indebtedness represented thereby unless and until such Debt
Securities are surrendered to the Trustee for cancellation.


                                      27
<PAGE>

SECTION 3.09.     COMPUTATION OF INTEREST.

                  Except as otherwise specified pursuant to SECTION 3.01 for
Debt Securities of any series, interest on the Debt Securities of each series
shall be computed on the basis of a 360-day year of twelve 30-day months.

SECTION 3.10.     CURRENCY OF PAYMENTS IN RESPECT OF DEBT SECURITIES.

                  (a)      With respect to Debt Securities of any series not
permitting the election provided for in paragraph (b) below or the Holders of
which have not made the election provided for in paragraph (b) below, except as
provided in paragraph (d) below, payment of the principal of (and premium, if
any) and any interest on any Debt Security of such series will be made in the
Currency in which such Debt Security is payable.

                  (b)      It may be provided pursuant to SECTION 3.01 with
respect to the Debt Securities of any series that Holders shall have the
option, subject to paragraphs (d) and (e) below, to receive payments of
principal of (and premium, if any) and any interest on such Debt Securities in
any of the Currencies that may be designated for such election by delivering to
the Trustee and the Currency Determination Agent a written election, to be in
form and substance satisfactory to the Trustee, not later than the close of
business on the Election Date immediately preceding the applicable payment
date. If a Holder so elects to receive such payments in any such Currency, such
election will remain in effect for such Holder or any transferee of such Holder
until changed by such Holder or such transferee by written notice to the
Trustee and the Currency Determination Agent (but any such change must be made
not later than the close of business on the Election Date immediately preceding
the next payment date to be effective for the payment to be made on such
payment date and no such change or election may be made with respect to
payments to be made on any Debt Security of such series with respect to which
an Event of Default has occurred or notice of redemption has been given by the
Company pursuant to ARTICLE TWELVE). Any Holder of any such Debt Security who
shall not have delivered any such election to the Trustee and the Currency
Determination Agent by the close of business on the applicable Election Date
will be paid the amount due on the applicable payment date in the relevant
Currency as provided in paragraph (a) of this SECTION 3.10.

                  (c)      If the election referred to in paragraph (b) above
has been provided for pursuant to SECTION 3.01, then not later than the fourth
Business Day after the Election Date for each payment date, the Trustee or the
Currency Determination Agent will deliver to the Company a written notice
specifying, in the Currency in which each series of the Debt Securities are
payable, the respective aggregate amounts of principal of (and premium, if any)
and any interest on the Debt Securities to be paid on such payment date,
specifying the amounts so payable in respect of the Debt Securities as to which
the Holders of Debt Securities denominated in any Currency shall have elected
to be paid in another Currency as provided in paragraph (b) above. If the
election referred to in paragraph (b) above has been provided for pursuant to
SECTION 3.01 and if at least one Holder has made such election, then, on the
second Business Day preceding each payment date, the Company will deliver to
the Trustee and the Currency Determination Agent an Exchange Rate Officer's
Certificate in respect of the Currency payments to be made on such payment
date. The Currency amount receivable by Holders of Debt


                                      28
<PAGE>

Securities who have elected payment in a Currency as provided in paragraph (b)
above shall be determined by the Company on the basis of the applicable Market
Exchange Rate in effect on the third Business Day (the "Valuation Date")
immediately preceding each payment date.

                  (d)      If a Conversion Event occurs with respect to a
Foreign Currency, the ECU or any other Currency unit in which any of the Debt
Securities are denominated or payable other than pursuant to an election
provided for pursuant to paragraph (b) above, then with respect to each date
for the payment of principal of (and premium, if any) and any interest on the
applicable Foreign Currency, the ECU or such other Currency unit occurring
after the last date on which such Foreign Currency, the ECU or such other
Currency unit was used (the "Conversion Date"), the Dollar shall be the
Currency of payment for use on each such payment date. The Dollar amount to be
paid by the Company to the Trustee and by the Trustee or any Paying Agent to
the Holders of such Debt Securities with respect to such payment date shall be
the Dollar Equivalent of the Foreign Currency or, in the case of a Currency
unit, the Dollar Equivalent of the Currency Unit, in each case as determined by
the Currency Determination Agent in the manner provided in paragraph (f) or (g)
below.

                  (e)      If the Holder of a Debt Security denominated in any
Currency shall have elected to be paid in another Currency as provided in
paragraph (b) above, and a Conversion Event occurs with respect to such elected
Currency, such Holder shall receive payment in the Currency in which payment
would have been made in the absence of such election. If a Conversion Event
occurs with respect to the Currency in which payment would have been made in
the absence of such election, such Holder shall receive payment in Dollars as
provided in paragraph (d) of this SECTION 3.10.

                  (f)      The "Dollar Equivalent of the Foreign Currency"
shall be determined by the Currency Determination Agent and shall be obtained
for each subsequent payment date by converting the specified Foreign Currency
into Dollars at the Market Exchange Rate on the Conversion Date.

                  (g)      The "Dollar Equivalent of the Currency Unit" shall
be determined by the Currency Determination Agent and subject to the provisions
of paragraph (h) below, shall be the sum of each amount obtained by converting
the Specified Amount of each Component Currency into Dollars at the Market
Exchange Rate for such Component Currency on the Valuation Date with respect to
each payment.

                  (h)      For purposes of this SECTION 3.10 the following
terms shall have the following meanings:

                  A "Component Currency" shall mean any Currency which, on the
Conversion Date, was a Component Currency of the relevant Currency unit,
including, but not limited to, the ECU.

                  A "Specified Amount" of a Component Currency shall mean the
number of units of such Component Currency or fractions thereof which were
represented in the relevant currency unit, including, but not limited to, the
ECU, on the Conversion Date. If after the


                                      29
<PAGE>

Conversion Date the official unit of any Component Currency is altered by way
of combination or subdivision, the Specified Amount of such Component Currency
shall be divided or multiplied in the same proportion. If after the Conversion
Date two or more Component Currencies are consolidated into a single Currency,
the respective Specified Amounts of such Component Currencies shall be replaced
by an amount in such single Currency equal to the sum of the respective
Specified Amounts of such consolidated Component Currencies expressed in such
single Currency, and such amount shall thereafter be a Specified Amount and
such single Currency shall thereafter be a Component Currency. If after the
Conversion Date any Component Currency shall be divided into two or more
Currencies, the Specified Amount of such Component Currency shall be replaced
by amounts of such two or more Currencies with appropriate Dollar equivalents
at the Market Exchange Rate on the date of such replacement equal to the dollar
equivalent of the Specified Amount of such former Component Currency at the
Market Exchange Rate on such date, and such amounts shall thereafter be
Specified Amounts and such Currencies shall thereafter be Component Currencies.
If after the Conversion Date of the relevant Currency unit, including but not
limited to, the ECU, a Conversion Event (other than any event referred to above
in this definition of "Specified Amount") occurs with respect to any Component
Currency of such Currency unit, the Specified Amount of such Component Currency
shall, for purposes of calculating the Dollar Equivalent of the Currency Unit,
be converted into Dollars at the Market Exchange Rate in effect on the
Conversion Date of such Component Currency.

                  "Election Date" shall mean the record date with respect to
any payment date, and with respect to the Maturity shall mean the record date
(if within 16 or fewer days prior to the Maturity) immediately preceding the
Maturity, and with respect to any series of Debt Securities whose record date
immediately preceding the Maturity is more than 16 days prior to the Maturity
or any series of Debt Securities for which no record dates are provided with
respect to interest payments, shall mean the date that is 16 days prior to the
Maturity.

                  (i)      All decisions and determinations of the Currency
Determination Agent regarding the Dollar Equivalent of the Foreign Currency,
the Dollar Equivalent of the Currency Unit and the Market Exchange Rate shall
be in its sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and irrevocably binding upon the Company and all
Holders of the Debt Securities denominated or payable in the relevant Currency.
In the event of a Conversion Event with respect to a Foreign Currency, the
Company, after learning thereof, will immediately give written notice thereof
to the Trustee and the Currency Determination Agent (and the Trustee will
promptly thereafter give notice in the manner provided in SECTION 1.05 to the
Holders) specifying the Conversion Date. In the event of a Conversion Event
with respect to the ECU or any other Currency in which Securities are
denominated or payable, the Company, after learning thereof, will immediately
give notice thereof to the Trustee (and the Trustee will promptly thereafter
give written notice in the manner provided in SECTION 1.05 to the Holders)
specifying the Conversion Date and the Specified Amount of each Component
Currency on the Conversion Date. In the event of any subsequent change in any
Component Currency as set forth in the definition of Specified Amount above,
the Company, after learning thereof, will similarly give written notice to the
Trustee. The Trustee shall be fully justified and protected in relying and
acting upon information received by it from the Company and the Currency
Determination


                                      30
<PAGE>

Agent and shall not otherwise have any duty or obligation to determine such
information independently.

                  (j)      For purposes of any provision of the Indenture where
the Holders of Outstanding Debt Securities may perform an Act that requires
that a specified percentage of the Outstanding Debt Securities of all series
perform such Act and for purposes of any decision or determination by the
Trustee of amounts due and unpaid for the principal of (and premium, if any)
and interest on the Debt Securities of all series in respect of which moneys
are to be disbursed ratably, the principal of (and premium, if any) and
interest on the Outstanding Debt Securities denominated in a Foreign Currency
will be the amount in Dollars based upon the Market Exchange Rate for Debt
Securities of such series, as of the date for determining whether the Holders
entitled to perform such Act have performed it, or as of the date of such
decision or determination by the Trustee, as the case may be.

SECTION 3.11.     JUDGMENTS.

                  If for the purpose of obtaining a judgment in any court with
respect to any obligation of the Company hereunder or under any Debt Security,
it shall become necessary to convert into any other Currency any amount in the
Currency due hereunder or under such Debt Security, then such conversion shall
be made at the Market Exchange Rate as in effect on the date the Company shall
make payment to any Person in satisfaction of such judgment. If pursuant to any
such judgment, conversion shall be made on a date other than the date payment
is made and there shall occur a change between such Market Exchange Rate and
the Market Exchange Rate as in effect on the date of payment, the Company
agrees to pay such additional amounts (if any) as may be necessary to ensure
that the amount paid is equal to the amount in such other Currency which, when
converted at the Market Exchange Rate as in effect on the date of payment or
distribution, is the amount then due hereunder or under such Debt Security. Any
amount due from the Company under this SECTION 3.11 shall be due as a separate
debt and is not to be affected by or merged into any judgment being obtained
for any other sums due hereunder or in respect of any Debt Security. In no
event, however, shall the Company be required to pay more in the Currency or
Currency unit due hereunder or under such Debt Security at the Market Exchange
Rate as in effect when payment is made than the amount of Currency stated to be
due hereunder or under such Debt Security so that in any event the Company's
obligations hereunder or under such Debt Security will be effectively
maintained as obligations in such Currency, and the Company shall be entitled
to withhold (or be reimbursed for, as the case may be) any excess of the amount
actually realized upon any such conversion over the amount due and payable on
the date of payment or distribution.

                                 ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

SECTION 4.01.     SATISFACTION AND DISCHARGE OF INDENTURE.

                  This Indenture, with respect to the Debt Securities of any
series (if all series issued under this Indenture axe not to be affected),
shall, upon Company Request, cease to be of


                                      31
<PAGE>

further effect (except as to any surviving rights of registration of transfer
or exchange of such Debt Securities herein expressly provided for and rights to
receive payments of principal (and premium, if any) and interest on such Debt
Securities) 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 Debt Securities of such series theretofore
         authenticated and delivered (other than (i) Debt Securities of such
         series which have been destroyed, lost or stolen and which have been
         replaced or paid as provided in SECTION 3.06 and (ii) Debt Securities
         of such series for whose payment money has theretofore been deposited
         in trust or segregated and held in trust by the Company and thereafter
         repaid to the Company or discharged from such trust, as provided in
         SECTION 11.03) have been delivered to the Trustee for cancellation; or

                  (B)      all Debt Securities of such series not theretofore
         delivered to the Trustee for cancellation,

                           (i)      have become due and payable; or

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

                           (iii)    are to be called for redemption within one
                  year under arrangements satisfactory to the Trustee for the
                  giving of notice by the Trustee in the name, and at the
                  expense, of the Company, and the Company, in the case of (i),
                  (ii) or (iii) of this subclause (B), has irrevocably
                  deposited or caused to be deposited with the Trustee as trust
                  funds in trust for such purpose an amount in the Currency in
                  which such Debt Securities are denominated (except as
                  otherwise provided pursuant to SECTIONS 3.01 or 3.10),
                  sufficient to pay and discharge the entire indebtedness on
                  such Debt Securities for principal (and premium, if any) and
                  interest to the date of such deposit (in the case of Debt
                  Securities which have become due and payable) or to the
                  Stated Maturity or Redemption Date, as the case may be;
                  provided, however in the event a petition for relief under
                  the federal bankruptcy laws, as now or hereafter constituted,
                  or any other applicable federal or state bankruptcy,
                  insolvency or other similar law, is filed with respect to the
                  Company within 91 days after the deposit and the Trustee is
                  required to return the deposited money to the Company, the
                  obligations of the Company under this Indenture with respect
                  to such Debt Securities shall not be deemed terminated or
                  discharged;

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



                                       32
<PAGE>

         (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
with respect to such series have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under SECTION 6.07, the obligations of
the Trustee to any Authenticating Agent under SECTION 6.11 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 4.02 and the last
paragraph of SECTION 11.03 shall survive. If, after the deposit referred to in
this SECTION 4.01 has been made, (x) the Holder of a Debt Security is entitled
to, and does, elect pursuant to SECTION 3.10(B), to receive payment in a
Currency other than that in which the deposit pursuant to this SECTION 4.01 was
made, or (y) if a Conversion Event occurs with respect to the Currency in which
the deposit was made or elected to be received by the Holder pursuant to SECTION
310(B), then the indebtedness represented by such Debt Security shall be fully
discharged to the extent that the deposit made with respect to such Debt
Security shall be converted into the Currency in which such payment is made.

SECTION 4.02.     APPLICATION OF TRUST MONEY.

                  Subject to the provisions of the last paragraph of SECTION
11.03, all money deposited with the Trustee pursuant to SECTION 4.01 shall be
held in trust and applied by it, in accordance with the provisions of the Debt
Securities and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal (and
premium, if any) and interest for whose payment such money has been deposited
with the Trustee.

                                  ARTICLE FIVE

                                    REMEDIES

SECTION 5.01.     EVENTS OF DEFAULT.

                  "Event of Default" wherever used herein with respect to Debt
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, 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 Debt
         Security of such 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 (and
         premium, if any, on) any Debt Security of such series at its Maturity;
         or


                                       33
<PAGE>

                  (3)      default in the deposit of any sinking fund payment or
         analogous obligation, when and as due by the terms of a Debt Security
         of such 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 expressly
         has been included in this Indenture solely for the benefit of Debt
         Securities of a series other than such series), and continuance of such
         default or breach for a period of 60 days after there has been given,
         by registered or certified mail, to the Company by the Trustee or to
         the Company and the Trustee by the Holders of at least 10% in principal
         amount of the Outstanding Debt Securities of such 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)      the entry of a decree or order for relief in respect
         of the Company by a court having jurisdiction in the premises in an
         involuntary case under the federal bankruptcy laws, as now or hereafter
         constituted, or any other applicable federal or state bankruptcy,
         insolvency or other similar law, or a decree or order adjudging the
         Company a bankrupt or insolvent, or approving as properly filed a
         petition seeking reorganization, arrangement, adjustment or composition
         of or in respect of the Company under any applicable federal or state
         law, or appointing a receiver, liquidator, assignee, custodian,
         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 unstayed and in effect for a period of 60 consecutive days; or

                  (6)      the commencement by the Company of a voluntary case
         under the federal bankruptcy laws, as now or hereafter constituted, or
         any other applicable federal or state bankruptcy, insolvency or other
         similar law, or the consent by it to the entry of an order for relief
         in an involuntary case under any such law or to the appointment of a
         receiver, liquidator, assignee, custodian, trustee, sequestrator (or
         other similar official) of the Company or of any substantial part of
         its property, or the making by it of an assignment for the benefit of
         its creditors, or the admission by it in writing of its inability to
         pay its debts generally as they become due, or the taking of corporate
         action by the Company in furtherance of any such action; or

                  (7)      any other Event of Default provided with respect to
         Debt Securities of that series pursuant to SECTION 3.01.

SECTION 5.02.     ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

                  If an Event of Default with respect to Debt 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
Outstanding Debt Securities of such series may declare the principal amount (or,
if any Debt Securities of such series are Discount Securities, such portion of
the principal amount of such


                                       34
<PAGE>

Discount Securities as may be specified in the terms of such Discount
Securities) of all the Debt Securities of such 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. Upon payment of such amount in
the Currency in which such Debt Securities are denominated (except as otherwise
provided pursuant to SECTIONS 3.01 or 3.10), all obligations of the Company in
respect of the payment of principal of the Debt Securities of such series shall
terminate.

                  At any time after such a declaration of acceleration with
respect to Debt 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 Debt Securities of such series, by written notice to
the Company and the Trustee, may rescind and annul such declaration and its
consequences if:

                  (1)      the Company has paid or deposited with the Trustee a
         sum in the Currency in which such Debt Securities are denominated
         (except as otherwise provided pursuant to SECTIONS 3.01 or 3.10)
         sufficient to pay

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

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

                           (C)      to the extent that payment of such interest
                  is lawful, interest upon overdue installments of interest on
                  each Debt Security at the Overdue Rate; 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; provided, however, that all sums payable under this
                  clause (D) shall be paid in Dollars; and

                  (2)      all Events of Default with respect to Debt Securities
         of such series, other than the nonpayment of the principal of Debt
         Securities of such series which have become due solely by such
         declaration of acceleration, have been cured or waived as provided in
         SECTION 5.13.

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


                                       35
<PAGE>

SECTION 5.03.     COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
                  TRUSTEE.

The Company covenants that if:

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

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

                  (3)      default is made in the making or satisfaction of any
         sinking fund payment or analogous obligation when the same becomes due
         pursuant to the terms of the Debt Securities of any series;

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Debt Securities the amount then due and payable on such Debt
Securities for the principal (and premium, if any) and interest, if any, and, to
the extent that payment of such interest shall be legally enforceable, interest
upon the overdue principal (and premium, if any) and upon overdue installments
of interest, at the Overdue Rate; 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 amount forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, may
institute a judicial proceeding for the collection of the sums so due and
unpaid, and may prosecute such proceeding to judgment or final decree, and may
enforce the same against the Company or any other obligor upon such Debt
Securities, and collect the moneys adjudged or decreed to be payable in the
manner provided by law out of the property of the company or any other obligor
upon such Debt Securities wherever situated.

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

SECTION 5.04.     TRUSTEE MAY FILE PROOFS OF CLAIM.

                  In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy reorganization, arrangement, adjustment, composition or
other judicial proceedings, or any voluntary or involuntary case under the
federal bankruptcy laws, as now or hereafter constituted, relative to the
Company or any other obligor upon the Debt Securities, if any, of a particular
series or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of such Debt
Securities shall then be due and payable as


                                       36
<PAGE>

therein expressed or by declaration of acceleration 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 Debt Securities of such series are 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 5.02) (and premium, if any) and interest owing
         and unpaid in respect of the Debt Securities of such series 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 such Debt
         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 receiver, assignee, trustee, custodian, liquidator, sequestrator or
other similar official in any such proceeding is hereby authorized by each such
Holder to make such payments to the Trustee, and in the event that the Trustee
shall consent to the making of such payments directly to such Holders, to pay to
the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under SECTION 6.07.

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

SECTION 5.05.     TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF DEBT
                  SECURITIES.

                  All rights of action and claims under this Indenture or the
Debt Securities of any series may be prosecuted and enforced by the Trustee
without the possession of any of such Debt Securities 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 Debt
Securities in respect of which such judgment has been recovered.

SECTION 5.06.     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
(and premium, if any) or interest, upon presentation of the Debt


                                       37
<PAGE>

Securities of any series in respect of which money has been collected and the
notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:

                  FIRST:   To the payment of all amounts due the Trustee under
SECTION 6.07;

                  SECOND:  To the payment of the amounts then due and unpaid for
principal of (and premium, if any) and interest on the Debt Securities of such
series, 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 Debt Securities for principal (and premium, if
any) and interest, respectively; and

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

SECTION 5.07.     LIMITATION ON SUITS.

                  No Holder of any Debt Security of any series 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 such
         series;

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

                  (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 Debt Securities of
         such 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 such
Holders or of the Holders of Outstanding Debt Securities 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.
For the protection and enforcement of the provisions of this SECTION 5.07, each
and every Holder of Debt Securities of any series and the Trustee for such
series shall be entitled to such relief as can be given at law or in equity.


                                       38
<PAGE>

SECTION 5.08.     UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM
                  AND INTEREST.

                  Notwithstanding any ocher provision in this Indenture, the
Holder of any Debt Security shall have the right, which is absolute and
unconditional, to receive payment of the principal of (and premium, if any) and
(subject to SECTION 3.07) interest on such Debt Security on the respective
Stated Maturity or Maturities expressed in such Debt Security (or, in the case
of redemption, on the Redemption Date) and to institute suit for the enforcement
of any such payment and interest thereon, and such right shall not be impaired
without the consent of such Holder.

SECTION 5.09.     RESTORATION OF RIGHTS AND REMEDIES.

                  If the Trustee or any Holder 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 the Company, the
Trustee and the Holders 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.

SECTION 5.10.     RIGHTS AND REMEDIES CUMULATIVE.

                  Except as otherwise expressly provided elsewhere in this
Indenture, no right or remedy herein conferred upon or reserved to the Trustee
or to the Holders 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 5.11.     DELAY OR OMISSION NOT WAIVER.

                  No delay or omission of the Trustee or of any Holder 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 any
acquiescence therein. Every right and remedy given by this Indenture or by law
to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case
may be.

SECTION 5.12.     CONTROL BY HOLDERS.

                  The Holders of a majority in principal amount of the
Outstanding Debt 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 Debt Securities of such series, provided, that


                                       39
<PAGE>

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

                  (2)      subject to any incorporated provisions, the Trustee
         shall have the right to decline to follow any such direction if the
         Trustee in good faith shall, by a Responsible Officer or Responsible
         Officers of the Trustee, determine that the proceeding so directed
         would be unjustly prejudicial to the Holders of Debt Securities of such
         series not joining in any such direction; and

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

SECTION 5.13.     WAIVER OF PAST DEFAULTS.

                  The Holders of not less than a majority in principal amount of
the Outstanding Debt Securities of any series may on behalf of the Holders of
all the Debt Securities of any such series 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 Debt Security of such series, or in the payment
         of any sinking fund installment or analogous obligation with respect to
         the Debt Securities of such series, or

                  (2)      in respect of a covenant or provision hereof which
         pursuant to ARTICLE TEN cannot be modified or amended without the
         consent of the Holder of each outstanding Debt 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 the Debt Securities of such series under this Indenture; but no
such waiver shall extend to any subsequent or other default or impair any right
consequent thereon.

SECTION 5.14.     UNDERTAKING FOR COSTS.

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


                                       40
<PAGE>

respective Stated Maturity or Maturities expressed in such Debt Security (or, in
the case of redemption, on or after the Redemption Date).

SECTION 5.15.     WAIVER OF STAY OR EXTENSION LAWS.

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

                                  ARTICLE SIX

                                   THE TRUSTEE

SECTION 6.01.     CERTAIN DUTIES AND RESPONSIBILITIES.

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

                  (1)      the Trustee undertakes to perform 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 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 provisions hereof are specifically required to be
         furnished to the Trustee, the Trustee shall be under a duty to examine
         the same to determine whether they conform to the requirements of this
         Indenture.

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

                  (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, provided that


                                       41
<PAGE>

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

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

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

                  (4)      the Trustee shall not be required to expend or risk
         its own funds or otherwise incur any financial liability in the
         performance of any of its duties hereunder, or in the exercise of any
         of its rights or powers, if it shall have reasonable grounds for
         believing that repayment of such funds or adequate indemnity against
         such risk or liability is not reasonably assured to it.

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

SECTION 6.02.     NOTICE OF DEFAULTS.

                  Within 90 days after the occurrence of any default hereunder
with respect to Debt Securities of any series the Trustee shall give notice to
all Holders of Debt Securities of such series of such default hereunder known to
the Trustee, unless such default shall have been cured or waived; provided,
however, that, except in the case of a default in the payment of the principal
of (or premium, if any) or interest on any Debt Security of such series or in
the payment of any sinking fund installment with respect to Debt Securities of
such series, the Trustee shall be protected in withholding such notice if and so
long as the board of directors, the executive committee or a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determine
that the withholding of such notice is in the interest of the Holders of Debt
Securities of such series; and provided, further, that in the case of any
default of the character specified in SECTION 5.01(4) with respect to Debt
Securities of such series no such notice to Holders shall be given until at
least 30 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 Debt Securities of such
series.

                  Notice given pursuant to this SECTION 6.02 shall be
transmitted by mail:

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


                                       42
<PAGE>

                  (2)      to each Holder of a Debt Security of any series whose
         name and address appear in the information preserved at the time by the
         Trustee in accordance with the Trust Indenture Act.

SECTION 6.03.     CERTAIN RIGHTS OF TRUSTEE.

                  Except as otherwise provided in the Trust Indenture Act:

                  (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 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 shall be sufficiently evidenced by a
Board Resolution;

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

                  (d)      the Trustee may consult with counsel and the 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 Debt Securities of any series pursuant to
this Indenture, unless such Holders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities that might be
incurred by it in compliance with such request or direction;

                  (f)      the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other paper or
document, but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee
shall 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 (including any agent appointed pursuant
to SECTION 3.10(1)) or attorney appointed with due care by it hereunder; and


                                       43
<PAGE>

                  (h)      the Trustee shall not be required to take notice or
be deemed to have notice of any default hereunder (except failure by the Company
to pay principal of or interest on any series of Securities so long as the
Trustee is also acting as Paying Agent for such series of Securities) unless the
Trustee shall be specifically notified in writing of such default by the Company
by the Holders of at least a 10% in aggregate principal amount of all Securities
then outstanding, and all such notices or other instruments required by this
Indenture to be delivered to the Trustee must, in order to be effective, be
delivered at the principal Corporate Trust Office of the Trustee, and in the
absence of such notice the Trustee may conclusively assume there is no default
except as aforesaid; and

                  (i)      The permissive right of the Trustee to do things
enumerated in this Indenture shall not be construed as a duty.

SECTION 6.04.     NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF DEBT SECURITIES.

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

SECTION 6.05.     MAY HOLD DEBT SECURITIES.

                  The Trustee, any Paying Agent, the Security Registrar or any
other agent of the Company, in its individual or any other capacity, may become
the owner or pledgee of Debt Securities, and, subject to any incorporated
provisions, may otherwise deal with the Company with the same rights it would
have if it were not the Trustee, Paying Agent, Security Registrar or such other
agent.

SECTION 6.06.     MONEY HELD IN TRUST.

                  Money in any Currency held by the Trustee or any Paying Agent
in trust hereunder need not be segregated from other funds except to the extent
required by law. Neither the Trustee nor any Paying Agent shall be under any
liability for interest on any money received by it hereunder except as otherwise
agreed with the Company.

SECTION 6.07.     COMPENSATION, INDEMNIFICATION AND REIMBURSEMENT.

                  The Company agrees:

                  (1)      to pay to the Trustee from time to time reasonable
         compensation in Dollars 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);


                                       44
<PAGE>

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

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

                  As security for the performance of the obligations of the
Company under this Section, the Trustee shall have a claim prior to the Debt
Securities upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the payment of amounts due on the Debt
Securities.

                  The obligations of the Company under this SECTION 6.07 to
compensate and indemnify the Trustee for expenses, disbursements and advances
shall constitute additional indebtedness under this Indenture and shall survive
the satisfaction and discharge of this Indenture.

SECTION 6.08.     RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

                  (a)      No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee under
SECTION 6.09.

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

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

                  (d)      If at any time:

                  (1)      the Trustee shall fail to comply with SECTION 3.10(B)
         of the Trust Indenture Act with respect to the Debt Securities of any
         series after written request


                                       45
<PAGE>

         therefor by the Company or by any Holder who has been a bona fide
         Holder of a Debt Security of such series for at least six months; or

                  (2)      the Trustee shall cease to be eligible under SECTION
         3.10(A) of the Trust Indenture Act with respect to the Debt Securities
         of any series and shall fail to resign after written request therefor
         by the Company or by any such Holder; or

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

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to all Debt Securities, or (ii) subject to SECTION 5.14,
any Holder who has been a bona fide Holder of a Debt Security of any series for
at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee for the Debt Securities of such series;

                  (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 Debt Securities of one or more series, the
Company, by a Board Resolution, shall promptly appoint a successor Trustee or
Trustees with respect to the Debt Securities of that or those series (it being
understood that any such successor Trustee may be appointed with respect to the
Debt 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 Debt Securities of any particular
series) and shall comply with the applicable requirements of SECTION 6.09. If,
within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to the Debt
Securities of any series shall be appointed by Act of the Holders of a majority
in principal amount of the Outstanding Debt Securities of such series delivered
to the Company and the retiring Trustee, the successor Trustee so appointed
shall, forthwith upon its acceptance of such appointment, become the successor
Trustee with respect to the Debt Securities of such series and to that extent
supersede the successor Trustee appointed by the Company. If no successor
Trustee with respect to the Debt Securities of any series shall have been so
appointed by the Company or the Holders of such series and accepted appointment
in the manner hereinafter provided, any Holder who has been a bona fide Holder
of a Debt Security of such series for at least six months may, subject to
SECTION 5.14, 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 Debt Securities of such series.

                  (f)      The Company shall give notice of each resignation and
each removal of the Trustee with respect to the Debt Securities of any series
and each appointment of a successor Trustee with respect to the Debt Securities
of any series in the manner and to the extent provided in SECTION 1.05 to the
Holders of Debt Securities, of such series. Each notice shall include the name
of the successor Trustee with respect to the Debt Securities of such series and
the address of its Corporate Trust Office.


                                       46
<PAGE>

                  (g)      If the Trustee has or shall acquire any conflicting
interest within the meaning of the Trust Indenture Act with respect to the Debt
Securities of any series, it shall either eliminate such conflicting interest or
resign with respect to the Debt Securities of that series in the manner provided
by, and subject to the provisions of, the Trust Indenture Act and this
Indenture, and the Company shall take prompt action to have a successor Trustee
with respect to the Debt Securities of that series appointed in the manner
provided herein.

                  (h)      There shall at all times be a Trustee hereunder with
respect to the Debt Securities of each series, which shall be a Person that is
eligible pursuant to the Trust Indenture Act to act as such, having a combined
capital and surplus of at least $50,000,000, subject to supervision or
examination by Federal or State authority and having its Corporate Trust Office
in Chicago, Illinois or New York, New York. If such corporation publishes
reports of condition at least annually, pursuant to law or 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 6.09.     ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

                  (a)      In the case of an appointment hereunder of a
successor Trustee with respect to all Debt Securities, each 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 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, subject
nevertheless to its claim, if any, provided for in SECTION 6.07.

                  (b)      In case of the appointment hereunder of a successor
Trustee with respect, to the Debt Securities of one or more (but not all)
series, the Company, the retiring Trustee and each successor Trustee with
respect to the Debt 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 Debt Securities of that or those series to which the
appointment of such successor Trustee relates, (2) if the retiring Trustee is
not retiring with respect to all Debt 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 Debt
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


                                       47
<PAGE>

the trusts hereunder by more than one Trustee, it being understood that nothing
herein or in any 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 other trust or trusts
hereunder administered by any other such Trustee; and upon the execution and
delivery of any 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 Debt 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 successor Trustee all property and money held by such retiring
Trustee hereunder with respect to the Debt 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 Section, as the case may be.

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

SECTION 6.10.     MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

                  Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all of the
corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder, provided that 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 Debt
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 Debt
Securities so authenticated with the same effect as if such successor Trustee
had itself authenticated such Debt Securities. In case any Debt Securities shall
not have been authenticated by such predecessor Trustee, any such successor
Trustee may authenticate and deliver such Debt Securities, in either its own
name or that of its predecessor Trustee, with the full force and effect which
this Indenture provides for the certificate of authentication of the Trustee.

SECTION 6.11.     APPOINTMENT OF AUTHENTICATING AGENT.

                  As long as any Debt Securities of a series remain Outstanding,
upon a Company Request, there shall be an authenticating agent (the
"Authenticating Agent") appointed, for such period as the Company shall elect,
by the Trustee for such series of Debt Securities to act as its agent on its
behalf and subject to its direction in connection with the authentication and
delivery of each series of Debt Securities for which it is serving as Trustee.
Debt Securities of each such series authenticated by such Authenticating Agent
shall be entitled to the benefits of this


                                       48
<PAGE>

Indenture and shall be valid and obligatory for all purposes as if authenticated
by such Trustee. Wherever reference is made in this Indenture to the
authentication and delivery of Debt Securities of any series by the Trustee for
such series or to the Trustee's Certificate of Authentication, such reference
shall be deemed to include authentication and delivery on behalf of the Trustee
for such series by an Authenticating Agent for such series and a Certificate of
Authentication executed on behalf of such Trustee by such Authenticating Agent
except that only the Trustee may authenticate Debt Securities upon original
issuance and pursuant to SECTION 3.06 hereof. Such Authenticating Agent shall at
all times be a corporation organized and doing business under the laws of the
United States of America or of any State, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least
$25,000,000 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 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 any Authenticating Agent may be
merged or converted, or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which any
Authenticating Agent shall be a party, or any corporation succeeding to the
corporate agency business of any Authenticating Agent, shall continue to be the
Authenticating Agent with respect to all series of Debt Securities for which it
served as Authenticating Agent without the execution or filing of any paper or
any further act on the part of the Trustee for such series or such
Authenticating Agent. Any Authenticating Agent may at any time, and if it shall
cease to be eligible, shall resign by giving written notice of resignation to
the applicable Trustee and to the Company.

                  Upon receiving such a notice of resignation or upon such a
termination, or in case at any time any Authenticating Agent shall cease to be
eligible in accordance with the provisions of this SECTION 6.11 with respect to
one or more of all series of Debt Securities, the Trustee for such series shall
upon Company Request appoint a successor Authenticating Agent, and the Company
shall provide notice of such appointment to all Holders of Debt Securities of
such series in the manner and to the extent provided in SECTION 1.05. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all rights, powers, duties and responsibilities of its
predecessor hereunder, with like effect as if originally named as Authenticating
Agent herein. The Trustee for the Debt Securities of such series agrees to pay
to the Authenticating Agent for such series from time to time reasonable
compensation for its services, and the Trustee shall be entitled to be
reimbursed for such payment, subject to the provisions of SECTION 6.07. The
Authenticating Agent for the Debt Securities of any series shall have no
responsibility or liability for any action taken by it as such at the direction
of the Trustee for such series.

                  If an appointment with respect to one or more series is made
pursuant to this Section, the Debt Securities of such series may have endorsed
thereon, in addition to the


                                       49
<PAGE>

Trustee's certificate of authentication, an alternative certificate of
authentication in the following form:

                  This is one of the series of Debt Securities issued under the
within mentioned Indenture.

                                       THE FIRST NATIONAL BANK OF CHICAGO,
                                       as Trustee



                                       By
                                         --------------------------------------
                                         As Authenticating Agent



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

SECTION 6.12.     PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

                  If and when the Trustee becomes a creditor of the Company (or
any other obligor upon the Debt Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such other obligor). A Trustee that has resigned or been
removed is subject to such provisions of the Trust Indenture Act to the extent
provided therein.

                                 ARTICLE SEVEN

                             CONCERNING THE HOLDERS

SECTION 7.01.     ACTS OF HOLDERS.

                  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 an agent or
proxy duly appointed, in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee, and, where it is hereby expressly required, to the
Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the Holders
signing such instrument or instruments. Whenever in this Indenture it is
provided that the Holders of a specified percentage in aggregate principal
amount of the Outstanding Debt Securities of any series may take any Act, the
fact that the Holders of such specified percentage have joined therein may be
evidenced (a) by the instrument or instruments executed by Holders in person or
by agent or proxy appointed in writing, or (b) by the record of Holders voting
in favor thereof at any meeting of such Holders


                                       50
<PAGE>

duly called and held in accordance with the provisions of ARTICLE EIGHT, or (c)
by a combination of such instrument or instruments and any such record of such a
meeting of Holders.

SECTION 7.02.     PROOF OF OWNERSHIP; PROOF OF EXECUTION OF INSTRUMENTS BY
                  HOLDERS.

                  The ownership of Debt Securities of any series shall be proved
by the Security Register for such series or by a certificate of the Security
Registrar for such series.

                  Subject to the provisions of SECTION 6.03 and 8.05, proof of
the execution of a writing appointing an agent or proxy and of the execution of
any instrument by a Holder or his agent or proxy shall be sufficient and
conclusive in favor of the Trustee and the Company if made in the following
manner:

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

                  The record of any Holders' Meeting shall be proved in the
manner provided in SECTION 8.06.

                  The Trustee may in any instance require further proof with
respect to any of the matters referred to in this Section so long as the request
is a reasonable one.

SECTION 7.03.     PERSONS DEEMED OWNERS.

                  The Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name any Debt Security is registered as
the owner of such Debt Security for the purpose of receiving payment of the
principal of (and premium, if any) and (subject to SECTION 3.07) interest, if
any, on such Debt Security and for all other purposes whatsoever, whether or not
such Debt Security be overdue, and neither the Company, the Trustee nor any
agent of the Company or the Trustee shall be affected by notice to the contrary.
All payments made to any Holder, or upon his order, shall be valid, and, to the
extent of the sum or sums paid, effectual to satisfy and discharge the liability
for moneys payable upon such Debt Security.

SECTION 7.04.     REVOCATION OF CONSENTS; FUTURE HOLDERS BOUND.

                  At any time prior to (but not after) the evidencing to the
Trustee, as provided in SECTION 7.01, of the taking of any Act by the Holders of
the percentage in aggregate principal amount of the Outstanding Debt Securities
specified in this Indenture in connection with such Act, any Holder of a Debt
Security the number, letter or other distinguishing symbol of which is shown by
the evidence to be included in the Debt Securities the Holders of which have
consented


                                       51
<PAGE>

to such Act may, by filing written notice with the Trustee at the Corporate
Trust Office and upon proof of ownership as provided in SECTION 7.02, revoke
such Act so far as it concerns such Debt Security. Except as aforesaid, any such
Act taken by the Holder of any Debt Security shall be conclusive and binding
upon such Holder and upon all future Holders of such Debt Security and of any
Debt Securities issued on transfer or in lieu thereof or in exchange or
substitution therefor, irrespective of whether or not any notation in regard
thereto is made upon such Debt Security or such other Debt Securities.

                                 ARTICLE EIGHT

                                HOLDERS' MEETINGS

SECTION 8.01.     PURPOSES OF MEETINGS.

                  A meeting of Holders of any or all series may be called at any
time and from time to time pursuant to the provisions of this ARTICLE EIGHT for
any of the following purposes:

                  (1)      to give any notice to the Company or to the Trustee
         for such series, or to give any directions to the Trustee for such
         series, or to consent to the waiving of any default hereunder and its
         consequences, or to take any other action authorized to be taken by
         Holders pursuant to any of the provisions of ARTICLE FIVE;

                  (2)      to remove the Trustee for such series and appoint a
         successor Trustee pursuant to the provisions of ARTICLE SIX;

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

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

SECTION 8.02.     CALL OF MEETINGS BY TRUSTEE.

                  The Trustee for any series may at any time call a meeting of
Holders of such series to take any action specified in SECTION 8.01, to be held
at such time or times and at such place or places as the Trustee for such series
shall determine. Notice of every meeting of the Holders 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 to Holders of such series
in the manner and to the extent provided in SECTION 1.05. Such notice shall be
given not less than 20 days nor more than 90 days prior to the date fixed for
the meeting.


                                       52
<PAGE>

SECTION 8.03.     CALL OF MEETINGS BY COMPANY OR HOLDERS.

                  In case at any time the Company, pursuant to a Board
Resolution, or the Holders of at least 10% in aggregate principal amount of the
Outstanding Debt Securities of a series or of all series, as the case may be,
shall have requested the Trustee for such series to call a meeting of Holders of
any or all such series by written request setting forth in reasonable detail the
action proposed to be taken at the meeting, and the Trustee shall not have given
the notice of such meeting within 20 days after the receipt of such request,
then the Company or such Holders may determine the time or times and the place
or places for such meetings and may call such meetings to take any action
authorized in SECTION 8.01, by giving notice thereof as provided in SECTION
8.02.

SECTION 8.04.     QUALIFICATIONS FOR VOTING.

                  To be entitled to vote at any meeting of Holders a Person
shall be (a) a Holder of a Debt Security of the series with respect to which
such meeting is being held or (b) a Person appointed by an instrument in writing
as agent or proxy by such Holder. The only Persons who shall be entitled to be
present or to speak at any meeting of Holders shall be the Persons entitled to
vote at such meeting and their counsel and any representatives of the Trustee
for the series with respect to which such meeting is being held and its counsel
and any representatives of the Company and its counsel.

SECTION 8.05.     REGULATIONS.

                  Notwithstanding any other provisions of this Indenture, the
Trustee for any series may make such reasonable regulations as it may deem
advisable for any meeting of Holders of such series, in regard to proof of the
holding of Debt 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.

                  The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company or by Holders of such series as provided in SECTION 8.03, in which
case the Company or the Holders calling the meeting, as the case may be, shall
in like manner appoint a temporary chairman. A permanent chairman and a
permanent secretary of the meeting shall be elected by a majority vote of the
meeting.

                  Subject to the provisos in the definition of "Outstanding," at
any meeting each Holder of a Debt Security of the series with respect to which
such meeting is being held or proxy therefor shall be entitled to one vote for
each $1 ,000 principal amount (or such other amount as shall be specified as
contemplated by SECTION 3.01) of Debt 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 Debt Security challenged as not Outstanding and
ruled by the chairman of the meeting to be not Outstanding. The chairman of the
meeting shall have no right to vote other than by virtue of Outstanding Debt
Securities of such series held by him or instruments in


                                       53
<PAGE>

writing duly designating him as the person to vote on behalf of Holders of Debt
Securities of such series. Any meeting of Holders with respect to which a
meeting was duly called pursuant to the provisions of SECTION 8.02 or 8.03 may
be adjourned from time to time by a majority of such Holders present and the
meeting may be held as so adjourned without further notice.

SECTION 8.06.     VOTING.

                  The vote upon any resolution submitted to any meeting of
Holders with respect to which such meeting is being held shall be by written
ballots on which shall be subscribed the signatures of such Holders or of their
representatives by proxy and the serial number or numbers of the Debt Securities
held or represented by them. The permanent chairman of the meeting shall appoint
two inspectors of votes who shall count all votes cast at the meeting for or
against any resolution and who shall make and file with the secretary of the
meeting their verified written reports in duplicate of all votes cast at the
meeting. A record in duplicate of the proceedings of each meeting of Holders
shall be prepared by the secretary of the meeting and there shall be attached to
said record the original reports of the inspectors of votes 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 transmitted as provided in SECTION 8.02. The record shall show
the serial numbers of the Debt Securities voting in favor of or against any
resolution. The record shall be signed and verified by the affidavits of the
permanent chairman and secretary of the meeting and one of the duplicates shall
be delivered to the Company and the other to the Trustee to be preserved by the
Trustee.

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

SECTION 8.07.     NO DELAY OF RIGHTS BY MEETING.

                  Nothing contained in this ARTICLE EIGHT shall be deemed or
construed to authorize or permit, by reason of any call of a meeting of Holders
or any rights expressly or impliedly conferred hereunder to make such call, any
hindrance or delay in the exercise of any right or rights conferred upon or
reserved to the Trustee or to any Holder under any of the provisions of this
Indenture or of the Debt Securities of any series.

                                  ARTICLE NINE

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 9.01.     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


                                       54
<PAGE>

         properties and assets of the Company substantially as an entirety (the
         "successor corporation") shall be a corporation organized and existing
         under the laws of the United States of America or any state or the
         District of Columbia and shall expressly assume, by an indenture
         supplemental hereto, executed and delivered to the Trustee, in form
         reasonably satisfactory to the Trustee, the due and punctual payment of
         the principal of (and premium, if any) and interest on all the Debt
         Securities and the performance of every covenant of this Indenture on
         the part of the Company to be performed or observed;

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

                  (3)      if, as a result of any such consolidation or merger
         or such conveyance, transfer or lease, properties or assets of the
         Company would become subject to a mortgage, pledge, lien, security
         interest or other encumbrance that 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 all Debt 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, 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 9.02.     SUCCESSOR CORPORATION SUBSTITUTED.

                  Upon any consolidation with or merger into any other
corporation, or any conveyance, transfer or lease of the properties and assets
of the Company substantially as an entirety in accordance with SECTION 9.01, 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 the predecessor corporation
shall be relieved of all obligations and covenants under this Indenture and the
Debt Securities.

                                  ARTICLE TEN

                             SUPPLEMENTAL INDENTURES

SECTION 10.01.    SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

                  Without the consent of any Holders, 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:


                                       55
<PAGE>

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

                  (2)      to add to the covenants of the Company, for the
         benefit of the Holders of all or any series of Debt Securities
         appertaining thereto (and if such covenants are to be for the benefit
         of less than all series, 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 (and if such
         Events of Default are to be applicable to less than all series, stating
         that such Events of Default are expressly being included solely to be
         applicable to such series); or

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

                  (5)      to secure the Debt Securities; or

                  (6)      to supplement any of the provisions of this Indenture
         to such extent as shall be necessary to permit or facilitate the
         defeasance and discharge of any series of Debt Securities pursuant to
         ARTICLE FOUR or ARTICLE FOURTEEN, provided that any such action shall
         not adversely affect the interests of the Holders of Debt Securities of
         such series or any other series of Debt Securities in any material
         respect; or

                  (7)      to establish the form or terms of Debt Securities of
         any series as permitted by SECTIONS 2.01 and 3.01; or

                  (8)      to evidence and provide for the acceptance of
         appointment hereunder by a successor Trustee with respect to one or
         more series of Debt Securities and to add to or change any of the
         provisions of this Indenture as shall be necessary to provide for or
         facilitate the administration of the trusts hereunder by more than one
         Trustee, pursuant to the requirements of SECTION 6.09; or

                  (9)      to cure any ambiguity, to correct or supplement any
         provision herein which may be defective or inconsistent with any other
         provision herein, or to make any other provisions with respect to
         matters or questions arising under this Indenture which shall not be
         inconsistent with any provision of this Indenture, provided such other
         provisions shall not adversely affect the interests of the Holders of
         Outstanding Debt Securities of any series created prior to the
         execution of such supplemental indenture in any material respect; or


                                       56
<PAGE>

                  (10)     to change any place or places where (1) the principal
         of and premium, if any, and interest, if any, on all or any series of
         Debt Securities shall be payable, (2) all or any series of Debt
         Securities may be surrendered for registration or transfer, (3) all or
         any series of Debt Securities may be surrendered for exchange, and (4)
         notices and demands to or upon the Company in respect of all or any
         series of Debt Securities and this Indenture may be served.

SECTION 10.02.    SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

                  With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Debt Securities of each series affected by
such supplemental indenture voting separately, by Act of said Holders delivered
to the Company and the Trustee, the Company, when authorized by a Board
Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders under this Indenture of such
Debt Securities; provided, however, that no such supplemental indenture shall,
without the consent of the Holder of each outstanding Debt Security of each such
series affected thereby,

                  (1)      change the Stated Maturity of the principal of, or
         installment of interest, if any, on, any Debt Security, or reduce the
         principal amount thereof or the interest thereon or any premium payable
         upon redemption thereof, or change the Currency or Currencies in which
         the principal of (and premium, if any) or interest on such Debt
         Security is denominated or payable, or reduce the amount of the
         principal of a Discount Security that would be due and payable upon a
         declaration of acceleration of the Maturity thereof pursuant to SECTION
         5.02, or adversely affect the right of repayment or repurchase, if any,
         at the option of the Holder, or reduce the amount of, or postpone the
         date fixed for, any payment under any sinking fund or analogous
         provisions for any Debt Security, or impair the right to institute suit
         for the enforcement of any 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 Debt Securities of any series, the consent of whose Holders
         is required for any supplemental indenture, or the consent of whose
         Holders is required for any waiver of compliance with certain
         provisions of this Indenture or certain defaults hereunder and their
         consequences provided for in this Indenture; or

                  (3)      modify any of the provisions of this Section, SECTION
         5.13 or SECTION 11.09, 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 Debt Security affected thereby; provided, however, that
         this clause shall not be deemed to require the consent of any Holder
         with respect to changes in the references to "the Trustee" and
         concomitant changes in this Section and SECTION 11.09, or the deletion
         of this proviso, in accordance with the requirements of SECTIONS 6.09
         and 10.01(7).


                                       57
<PAGE>

                  It shall not be necessary for any Act of Holders 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.

                  A supplemental indenture which changes or eliminates any
covenant or other provision of this Indenture with respect to one or more
particular series of Debt Securities or which modifies the rights of the Holders
of Debt 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 Debt Securities of any other series.

SECTION 10.03.    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 any incorporated provisions) 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 adversely affects the Trustee's own rights, duties or immunities
under this Indenture or otherwise in a material way.

SECTION 10.04.    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 Debt Securities theretofore or thereafter authenticated and
delivered hereunder shall be bound thereby.

SECTION 10.05.    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 10.06.    REFERENCE IN DEBT SECURITIES TO SUPPLEMENTAL INDENTURES.

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

SECTION 10.07.    NOTICE OF SUPPLEMENTAL INDENTURE.

                  Promptly after the execution by the Company and the
appropriate Trustee of any supplemental indenture pursuant to SECTION 10.02, the
Company shall transmit, in the manner


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<PAGE>

and to the extent provided in SECTION 1.05, to all Holders of any series of the
Debt Securities affected thereby, a notice setting forth in general terms the
substance of such supplemental indenture.

                                 ARTICLE ELEVEN

                                    COVENANTS

SECTION 11.01.    PAYMENT OF PRINCIPAL. PREMIUM AND INTEREST.

                  The Company covenants and agrees for the benefit of each
series of Debt Securities that it will duly and punctually pay the principal of
(and premium, if any) and interest on the Debt Securities in accordance with the
terms of the Debt Securities and this Indenture.

SECTION 11.02.    MAINTENANCE OF OFFICE OR AGENCY.

                  The Company will maintain in each Place of Payment for each
series of Debt Securities an office or agency where Debt Securities of that
series may be presented or surrendered for payment, where Debt 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 Debt
Securities of that series and this Indenture may be served. The Company will
give prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the Corporate Trust Office of the Trustee, and the
Company hereby appoints the Trustee as its agent to receive all presentations,
surrenders, notices and demands.

SECTION 11.03.    MONEY FOR DEBT 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 Debt Securities, it will, on or before each due
date of the principal of (and premium, if any) or interest on any of the Debt
Securities of such series, segregate and hold in trust for the benefit of the
Persons entitled thereto a sum sufficient to pay the principal (and premium, if
any) or interest so becoming due until such sums shall be paid to such Persons
or otherwise disposed of as herein provided, and will promptly notify the
Trustee of its action or failure so to act.

                  Whenever the Company shall have one or more Paying Agents with
respect to any series of Debt Securities, it will, by or on each due date of the
principal (and premium, if any) or interest on any Debt Securities of such
series, deposit with any such 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 thereto, and (unless any such Paying
Agent is the Trustee) the Company will promptly notify the Trustee of its action
or failure so to act.


                                       59
<PAGE>

                  The Company will cause each Paying Agent with respect to any
series of Debt 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 Debt Securities of
         such series in trust for the benefit of the Persons entitled thereto
         until such sums shall be paid to such Persons or otherwise disposed of
         as herein provided;

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

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

                  The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture 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 Debt Security of any series and remaining
unclaimed for two years after such principal (and premium, if any) or interest
has became due and payable shall be paid to the Company upon Company Request, or
(if then held by the Company) shall be discharged from such trust; and the
Holder of such Debt Security shall thereafter, as an unsecured general creditor,
look only to the Company for payment thereof, and all liability of the Trustee
or such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease; 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 transmitted in the manner and to
the extent provided by SECTION 1.05, notice that such money remains unclaimed
and that after a date specified therein, which shall not be less than 30 days
from the date of such notification, any unclaimed balance of such money then
remaining will be repaid to the Company.

SECTION 11.04.    CORPORATE EXISTENCE.

                  Subject to ARTICLE NINE, the Company will do or cause to be
done all things necessary to preserve and keep in full force and effect its
corporate existence, rights (charter and statutory) and franchises; provided,
however, that the Company shall not be required to preserve


                                       60
<PAGE>

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.

SECTION 11.05.    LIMITATIONS ON MORTGAGES.

                  Nothing in this Indenture or in the Debt Securities shall in
any way restrict or prevent the Company or any Subsidiary from incurring any
indebtedness; provided that the Company covenants and agrees that neither it nor
any Subsidiary will issue, assume or guarantee any indebtedness or obligation
secured by Mortgages upon any Principal Property, without effectively providing
that the Debt Securities then Outstanding and thereafter created (together with,
if the Company so determines, any other indebtedness or obligation then existing
and any other indebtedness or obligation thereafter created ranking equally with
the Debt Securities) shall be secured equally and ratably with (or prior to)
such indebtedness or obligation as long as such indebtedness or obligation shall
be so secured, except that the foregoing provisions shall not apply to:

                           (a)(i)   Mortgages to secure all or any part of the
                  purchase price or the cost of construction of property
                  acquired or constructed by the Company or a Subsidiary,
                  provided such indebtedness and related Mortgage are incurred
                  within 18 months after acquisition, or completion of
                  construction and full operation, whichever is later;

                           (ii)     Mortgages on property owned by the Company
                  or a Subsidiary to secure indebtedness incurred to construct
                  additions, substantial repairs or alterations or substantial
                  improvements to such properties, provided the amount of such
                  indebtedness does not exceed the expense incurred to construct
                  such additions, substantial repairs or alterations or
                  substantial improvements and provided further that such
                  indebtedness and related Mortgage are incurred within 18
                  months after the completion of such construction, repairs,
                  alterations or improvements;

                  (b)      Mortgages existing on property at the time of
         acquisition of such property by the Company or a Subsidiary or on the
         property of a Corporation at the time of the acquisition of such
         Corporation by the Company or a Subsidiary (including acquisitions
         through merger or consolidation);

                  (c)      Mortgages to secure indebtedness on which the
         interest payments to bondholders are exempt from federal income tax
         under SECTION 1.03 of the Code;

                  (d)      In the case of a Consolidated Subsidiary, Mortgages
         in favor of the Company or another Consolidated Subsidiary;

                  (e)      Mortgages existing on the date of this Indenture;

                  (f)      Mortgages in favor of a government or governmental
         entity that:


                                       61
<PAGE>

                           (i)      secure indebtedness which is guaranteed by
                  the government or governmental entity, or

                           (ii)     secure indebtedness incurred to finance all
                  or some of the purchase price or cost of construction of
                  goods, products or facilities produced under contract or
                  subcontract for the government or governmental entity, or

                           (iii)    secure indebtedness incurred to finance all
                  or some of the purchase price or cost of construction of the
                  property subject to the Mortgage;

                  (g)      Mortgages incurred in connection with the borrowing
         of funds if within 120 days after entering into such Mortgage, such
         funds are used to repay indebtedness in the same principal amount
         secured by other Mortgages on Principal Property with a fair market
         value at least equal to the fair market value of the Principal Property
         that secures the new Mortgages, in each case based on an appraisal by
         an Independent professional appraiser;

                  (h)      Mortgages arising in connection with the transfer of
         tax benefits in accordance with Section 168(f)(8) of the Code (or any
         similar provision of law from time to time in effect); provided, that
         such Mortgages (i) are incurred within 90 days (or any longer period,
         not in excess of one year, as any such provision of law may from time
         to time permit) after the acquisition of the property or equipment
         subject to said Mortgage, (ii) do not extend to any other property or
         equipment and (iii) are solely for the purpose of said transfer of tax
         benefits or otherwise permitted by this SECTION 11.05; and

                  (i)      Any extension, renewal or replacement (or successive
         extensions, renewals or replacements), in whole or in part, of any
         Mortgage referred to in the foregoing clauses (a) to (h) inclusive or
         of any indebtedness secured thereby; provided that the principal amount
         of indebtedness secured thereby shall not exceed the principal amount
         of indebtedness so secured at the time of such extension, renewal or
         replacement, and that such extension, renewal or replacement Mortgage
         shall be limited to all or part of substantially the same property that
         secured the Mortgage extended, renewed or replaced (plus improvements
         on such property).

SECTION 11.06.    LIMITATIONS ON SALE AND LEASE-BACK.

                  The Company covenants and agrees that neither it nor any
Subsidiary will enter into any arrangement with any Person (other than the
Company or a Subsidiary), or to which any such Person is a party, providing for
the leasing to the Company or a Subsidiary for a period of more than three years
of any Principal Property that has been or is to be sold or transferred by the
Company or such Subsidiary to such Person or to any other Person (other than the
Company or a Subsidiary), to which the funds have been or are to be advanced by
such Person on the security


                                       62
<PAGE>

of the leased property (in this ARTICLE ELEVEN called "Sale and Lease-Back
Transactions") unless either:

                  (i)      the Company or such Subsidiary would be entitled,
         pursuant to SECTION 11.05, to incur indebtedness secured by a Mortgage
         on the property to be leased, without equally and ratable securing the
         Debt Securities, or

                  (ii)     the Company (and in any such case the Company
         covenants and agrees that it will do so) during or immediately after
         the expiration of 120 days after the effective date of such Sale and
         Lease-Back Transaction (whether made by the Company or a Subsidiary)
         applies to the voluntary retirement of Funded Debt and/or the
         acquisition or construction of Principal Property an amount equal to
         the value of such Sale and Lease-Back Transaction, less the principal
         amount of Debt Securities delivered, within 120 days after the
         effective date of such arrangement, to the Trustee for retirement and
         cancellation and the principal amount of other Funded Debt voluntarily
         retired by the Company within such 120-day period, excluding
         retirements of Debt Securities and other Funded Debt as a result of
         conversions or pursuant to mandatory sinking fund or prepayment
         provisions or by payment at maturity.

                  For purposes of this SECTION 11.06, the term "value" shall
mean, with respect to a Sale and Lease-Back Transaction, as of any particular
time, the amount equal to the greater of (1) the net proceeds of the sale or
transfer of the property leased pursuant to such Sale and Lease-Back Transaction
or (2) the fair value in the opinion of the Chief Financial Officer of the
Company of such property at the time of entering into such Sale and Lease-Back
Transaction, in either case divided first by the number of full years of the
term of the lease and then multiplied by the number of full years of such term
remaining at the time of determination, without regard to any renewal or
extension options contained in the lease.

SECTION 11.07.    LIMITATIONS ON INCURRENCE OF DEBT OR ISSUANCE OF PREFERRED
                  STOCK BY RESTRICTED SUBSIDIARIES.

                  The Company shall not permit any Restricted Subsidiary to,
directly or indirectly, create, incur, issue, assume or otherwise become liable
with respect to, extend the maturity of or become responsible for the payment
of, as applicable, any Debt or Preferred Stock other than:

                  (i)      Debt outstanding on the date of this Indenture;

                  (ii)     Debt of a Restricted Subsidiary that represents the
         assumption by such Restricted Subsidiary of Debt of another Restricted
         Subsidiary;

                  (iii)    Debt or Preferred Stock of any corporation or
         partnership existing at the time such corporation or partnership
         becomes a Subsidiary;

                  (iv)     Debt of a Restricted Subsidiary arising from
         agreements providing for indemnification, adjustment of purchase price
         or similar obligations or from guarantees, letters of credit, surety
         bonds or performance bonds securing any obligations of the


                                       63
<PAGE>

         Company or any of its Subsidiaries incurred or assumed in connection
         with the disposition of any business, property or Subsidiary, other
         than guarantees or similar credit support by any Restricted Subsidiary
         of indebtedness incurred by any Person acquiring all or any portion of
         such business, property or Subsidiary for the purpose of financing such
         acquisition, provided that the maximum aggregate liability in respect
         of all such Debt in the nature of such guarantees will at no time
         exceed the gross proceeds (including cash and the fair market value of
         property other than cash) actually received from the disposition of
         such business, property or Subsidiary;

                  (v)      Debt of a Restricted Subsidiary in respect of
         performance, surety and other similar bonds, bankers acceptances and
         letters of credit provided by such Restricted Subsidiary in the
         ordinary course of business;

                  (vi)     Debt secured by a Mortgage incurred to finance the
         purchase price or cost of construction of property (or additions,
         substantial repairs, alterations or substantial improvements thereto),
         provided that (A) such Mortgage and the Debt secured thereby are
         incurred within 18 months of the later of such acquisition or
         completion of construction (or such addition, repair, alteration or
         improvement) and full operation thereof and (B) such Mortgage does not
         relate to any property other than the property so purchased or
         constructed (or added, repaired, altered or improved);

                  (vii)    Permitted Subsidiary Refinancing Debt;

                  (viii)   Debt (including without limitation, Debt arising from
         a guarantee) of a Restricted Subsidiary to the Company or another
         Subsidiary, but only for so long as held or owned by the Company or
         another Subsidiary; or

                  (ix)     any obligation pursuant to a Sale and Lease-Back
         Transaction permitted under SECTION 11.06.

SECTION 11.08.    EXEMPTED TRANSACTIONS.

                  Notwithstanding the provisions of SECTIONS 11.05, 11.06 and
11.07, the Company and any Subsidiary may issue, assume or guarantee
indebtedness secured by Mortgages and enter into Sale and Lease-Back
Transactions that would otherwise be subject to the restrictions in SECTIONS
11.05 and 11.06, respectively, and any Restricted Subsidiary may issue, assume
or otherwise become liable for any Debt or Preferred Stock that would otherwise
be subject to the restrictions in SECTION 11.07, provided (a) the aggregate
outstanding principal amount of all other indebtedness of the Company and its
Subsidiaries that is subject to the restrictions in SECTION 11.05 (not including
indebtedness permitted to be secured under clauses (a) to (i), inclusive of
SECTION 11.05), plus (b) the aggregate Attributable Debt in respect of the Sale
and Lease-Back Transactions in existence at such time (not including Sale and
Lease-Back Transactions permitted by SECTION 11.06(i) or (ii)), plus (c) the
aggregate principal amount of all Debt or Preferred Stock of any Restricted
Subsidiary subject to the restrictions in SECTION 11.07, (not including Debt or
Preferred Stock permitted under clauses (i) to (ix), inclusive, of SECTION
11.07)


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<PAGE>

does not exceed 15% of the Consolidated Net Tangible Assets of the Company and
its Consolidated Subsidiaries.

SECTION 11.09.    OFFICERS' CERTIFICATE AS TO DEFAULT.

                  The Company will deliver to the Trustee, on or before a date
not more than four months after the end of each fiscal year of the Company
ending after the date hereof, an Officers' Certificate stating whether or not to
the best knowledge of the signers thereof the Company is in default in the
performance and observation of any of the terms, provisions and conditions of
this Indenture, and, if the Company, shall be in default, specifying all such
defaults and the nature thereof of which they may have knowledge.

                                 ARTICLE TWELVE

                          REDEMPTION OF DEBT SECURITIES

SECTION 12.01.    APPLICABILITY OF ARTICLE.

                  Debt Securities of any series that are redeemable before their
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified pursuant to SECTION 3.01 for Debt Securities of any series)
in accordance with this Article.

SECTION 12.02.    ELECTION TO REDEEM; NOTICE TO TRUSTEE.

                  The election of the Company to redeem (or, in the case of
Discount Securities, to permit the Holders to elect to surrender for redemption)
any Debt Securities shall be evidenced by a Board Resolution. In case of any
redemption at the election of the Company of less than all of the Debt
Securities of any series pursuant to SECTION 12.04, the Company shall, at least
60 days prior the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such Redemption
Date and of the principal amount of Debt Securities of such series to be
redeemed. In the case of any redemption of Debt Securities prior to the
expiration of any restriction on such redemption provided in the terms of such
Debt Securities or elsewhere in this Indenture, the Company shall furnish the
Trustee with an Officer's Certificate evidencing compliance with such
restrictions.

SECTION 12.03.    SELECTION BY TRUSTEE OF DEBT SECURITIES TO BE REDEEMED.

                  If less than all the Debt Securities of any series are to be
redeemed at the election of the Company, the particular Debt Securities to be
redeemed shall be selected not more than 60 days prior to the Redemption Date by
the Trustee, from the Outstanding Debt Securities of such series not previously
called for redemption, by such method as the Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of portions
(equal to the minimum authorized denomination for Debt Securities of such series
or any integral multiple thereof) of the principal amount of Debt Securities of
such series in a denomination larger than the minimum authorized denomination
for Debt Securities of such series pursuant to SECTION 3.02 in the Currency in
which the Debt Securities of such series are denominated. The portions


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<PAGE>

of the principal amount of Debt Securities so selected for partial redemption
shall be equal to the minimum authorized denominations for Debt Securities of
such series pursuant to SECTION 3.02 in the Currency in which the Debt
Securities of such series are denominated or any integral multiple thereof,
except as otherwise set forth in the applicable form of Debt Securities. In any
case where more than one Debt Security of such series is registered in the same
name, the Trustee in its discretion may treat the aggregate principal amount so
registered as if it were represented by one Debt Security of such series.

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

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

SECTION 12.04.    NOTICE OF REDEMPTION.

                  Notice of redemption 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,
not less than 30 days and not more than 60 days prior to the Redemption Date to
the Holders of Debt Securities of any series to be redeemed in whole or in part
pursuant to this ARTICLE TWELVE, in the manner provided in SECTION 1.05. Any
notice so given shall be conclusively presumed to have been duly given, whether
or not the Holder receives such notice. Failure to give such notice, or any
defect in such notice to the Holder of any Debt Security of a series designated
for redemption, in whole or in part, shall not affect the sufficiency of any
notice of redemption with respect to the Holder of any other Debt Security of
such series.

                  All notices of redemption shall state:

                  (1)      the Redemption Date,

                  (2)      the Redemption Price,

                  (3)      that Debt Securities of such series are being
         redeemed by the Company pursuant to provisions contained in this
         Indenture or the terms of the Debt Securities of such series or a
         supplemental indenture establishing such series, if such be the case,
         together with a brief statement of the facts permitting such
         redemption,

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


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<PAGE>

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

                  (6)      the Place or Places of Payment where such Debt
         Securities are to be surrendered for payment of the Redemption Price,
         and

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

SECTION 12.05.    DEPOSIT OF REDEMPTION PRICE.

                  On or prior to the Redemption Date for any Debt Securities,
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 11.03) an amount of money in the Currency or Currencies in
which such Debt Securities are denominated (except as provided pursuant to
SECTION 3.01) sufficient to pay the Redemption Price of such Debt Securities or
any portions thereof that are to be redeemed on that date.

SECTION 12.06.    DEBT SECURITIES PAYABLE ON REDEMPTION DATE.

                  Notice of redemption having been given as aforesaid, any Debt
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price in the Currency in which the Debt Securities of
such series are payable (except as otherwise specified pursuant to SECTIONS 3.01
or 3.10), and from and after such date (unless the Company shall default in the
payment of the Redemption Price) such Debt Securities shall cease to bear
interest. Upon surrender of any such Debt Security for redemption in accordance
with said notice, such Debt Security shall be paid by the Company at the
Redemption Price; provided, however, that, unless otherwise specified as
contemplated by SECTION 3.01, installments of interest on Debt Securities that
have a Stated Maturity or on prior to the Redemption Date for such Debt
Securities shall be payable according to the terms of such Debt Securities and
the provisions of SECTION 3.07.

                  If any Debt 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 Debt Security.

SECTION 12.07.    DEBT SECURITIES REDEEMED IN PART.

                  Any Debt Security that is to be redeemed only in part shall be
surrendered at the Corporate Trust Office or such other office or agency of the
Company as is specified pursuant to SECTION 3.01 with, if the Company, the
Security Registrar or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company, the Security
Registrar 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 Debt Security without service
charge, a new Debt Security or Debt Securities of the same series, of like tenor
and form, of any authorized denomination as


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<PAGE>

requested by such Holder in aggregate principal amount equal to and in exchange
for the unredeemed portion of the principal of the Debt Security so surrendered.
In the case of a Debt Security providing appropriate space for such notation, at
the option of the Holder thereof, the Trustee, in lieu of delivering a new Debt
Security or Debt Securities as aforesaid, may make a notation on such Debt
Security of the payment of the redeemed portion thereof.

                                ARTICLE THIRTEEN

                                  SINKING FUNDS

SECTION 13.01.    APPLICABILITY OF ARTICLE.

                  The provisions of this ARTICLE THIRTEEN shall be applicable to
any sinking fund for the retirement of Debt Securities of a series except as
otherwise specified pursuant to SECTION 3.01 for Debt Securities of such series.

                  The minimum amount of any sinking fund payment provided for by
the terms of Debt 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 Debt Securities of any series is herein referred to as an
"optional sinking fund payment." If provided for by the terms of Debt Securities
of any series, the amount of any cash sinking fund payment may be subject to
reduction as provided in SECTION 13.02. Each sinking fund payment shall be
applied to the redemption of Debt Securities of any series as provided for by
the terms of Debt Securities of such series.

SECTION 13.02.    SATISFACTION OF MANDATORY SINKING FUND PAYMENTS WITH DEBT
                  SECURITIES.

                  In lieu of making all or any part of a mandatory sinking fund
payment with respect to any Debt Securities of a series in cash, the Company may
at its option, at any time no less than 45 days prior to the date on which such
sinking fund payment is due, deliver to the Trustee Debt Securities of such
series theretofore purchased or otherwise acquired by the Company, except Debt
Securities of such series that have been redeemed through the application of
mandatory or optional sinking fund payments pursuant to the terms of the Debt
Securities of such series, accompanied by a Company Order instructing the
Trustee to credit such obligations and stating that the Debt Securities of such
series were originally issued by the Company by way of bona fide sale or other
negotiation for value; provided that such Debt Securities shall not have been
previously so credited. Such Debt Securities shall be received and credited for
such purpose by the Trustee at the Redemption Price specified in such Debt
Securities for redemption through operation of the sinking fund and the amount
of such mandatory sinking fund payment shall be reduced accordingly.

SECTION 13.03.    REDEMPTION OF DEBT SECURITIES FOR SINKING FUND.

                  Not less than 60 days prior to each sinking fund payment date
for any series of Debt Securities (unless a shorter period shall be satisfactory
to the Trustee), the Company will deliver to the Trustee an Officer's
Certificate specifying the amount of the next ensuing sinking


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<PAGE>

fund payment for that series pursuant to the terms of that series, the portion
thereof, if any, that, is to be satisfied by payment of cash in the Currency or
Currencies in which the Debt Securities of such series are denominated (except
as provided pursuant to SECTION 3.01) and the portion thereof, if any, that is
to be satisfied by delivering and crediting Debt Securities of such series
pursuant to SECTION 13.02 and whether the Company intends to exercise its rights
to make a permitted optional sinking fund payment with respect to such series.
Such certificate shall be irrevocable and upon its delivery the Company shall be
obligated to make the cash payment or payments therein referred to, if any, on
or before the next succeeding sinking fund payment date. In the case of the
failure of the Company to deliver such certificate, the sinking fund payment due
on the next succeeding sinking fund payment date for such series shall be paid
entirely in cash and shall be sufficient to redeem the principal amount of the
Debt Securities of such series subject to a mandatory sinking fund payment
without the right to deliver or credit Debt Securities as provided in SECTION
13.02 and without the right to make any optional sinking fund payment with
respect to such series at such time.

                  Any sinking fund payment or payments (mandatory or optional)
made in cash plus any unused balance of any preceding sinking fund payments made
with respect to the Debt Securities of any particular series shall be applied by
the Trustee (or by the Company if the Company is acting as its own Paying Agent)
on the sinking fund payment date on which such payment is made (or, if such
payment is made before a sinking fund payment date, on the sinking fund payment
date immediately following the date of such payment) to the redemption of Debt
Securities of such series at the Redemption Price specified in such Debt
Securities with respect to the sinking fund. Any sinking fund moneys not so
applied or allocated by the Trustee (or by the Company if the Company is acting
as its own Paying Agent) to the redemption of Debt Securities shall be added to
the next sinking fund payment received by the Trustee (or if the Company is
acting as its own Paying Agent, segregated and held in trust as provided in
SECTION 11.03) for such series and, together with such payment (or such amount
so segregated) shall be applied in accordance with the provisions of this
Section. Any and all sinking fund moneys with respect to the Debt Securities of
any particular series held by the Trustee (or if the Company is acting as its
own Paying Agent, segregated and held in trust as provided in SECTION 11.03) on
the last sinking fund payment date with respect to Debt Securities of such
series and not held for the payment or redemption of particular Debt Securities
of such series shall e applied by the Trustee (or by the Company if the Company
is acting as it own Paying Agent), together with other moneys, if necessary, to
be deposited (or segregated) sufficient for the purpose, to the payment of the
principal of the Debt Securities of such series at Maturity.

                  The Trustee shall select or cause to be selected the Debt
Securities to be redeemed upon such sinking fund payment date in the manner
specified in SECTION 12.03 and the Company shall cause notice of the redemption
thereof to be given in the manner provided in SECTION 12.04. Such notice having
been duly given, the redemption of such Debt Securities shall be made upon the
terms and in the manner stated in SECTION 12.06.

                  On or before each sinking fund payment date, the Company shall
pay to the Trustee (or, if the Company is acting as its own Paying Agent, the
Company shall segregate and hold in trust as provided in SECTION 11.03) in cash
a sum, in he Currency or Currencies in which Debt Securities of such series are
denominated (except as provided pursuant to SECTIONS 3.01 or


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<PAGE>

3.10), equal to the principal and interest accrued to the Redemption Date for
Debt Securities or portions thereof to be redeemed on such sinking fund payment
date pursuant to this Section.

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

                                ARTICLE FOURTEEN

                                   DEFEASANCE

SECTION 14.01.    APPLICABILITY OF ARTICLE.

                  If, pursuant to SECTION 3.01, provision is made for the
defeasance of Debt Securities of a series, and if the Debt Securities of such
series are denominated and payable only in Dollars (except as provided pursuant
to SECTION 3.01) then the provisions of this Article shall be applicable except
as otherwise specified pursuant to SECTION 3.01 for Debt Securities of such
series. Defeasance provisions, if any, for Debt Securities denominated in a
Foreign Currency or Currencies may be specified pursuant to SECTION 3.01.

SECTION 14.02.    DEFEASANCE UPON DEPOSIT OF MONEYS OR U.S. GOVERNMENT
                  OBLIGATIONS.

                  At the Company's option, either (a) the Company shall be
deemed to have been Discharged (as defined below) from its obligations with
respect to Debt Securities of any series on the 91st day after the applicable
conditions set forth below have been satisfied or (b) the Company shall cease to
be under any obligation to comply with any term, provision or condition set
forth in SECTIONS 9.01, 11.05, 11.06, 11.07 and 11.08 with respect to Debt
Securities of any series (and, if so specified pursuant to SECTION 3.01, any
other restrictive covenant added for the benefit of such series pursuant to
SECTION 3.01) at any time after the applicable conditions set forth below have
been satisfied:


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<PAGE>

                  (1)      the Company shall have deposited or caused to be
         deposited irrevocably with the Trustee as trust funds in trust,
         specifically pledged as security for, and dedicated solely to, the
         benefit of the Holders of the Debt Securities of such series (i) money
         in an amount, or (ii) U.S. Government Obligations (as defined below)
         which through the payment of interest and principal in respect thereof
         in accordance with their terms will provide, not later than one day
         before the due date of any payment, money in an amount, or (iii) a
         combination of (i) and (ii), sufficient, in the opinion (with respect
         to (i) and (ii)) of a nationally recognized firm of independent public
         accountants expressed in a written certification thereof delivered to
         the Trustee, to pay and discharge each installment of principal
         (including any mandatory sinking fund payments) of and premium, if any,
         and interest on, the Outstanding Debt Securities of such series on the
         dates such installments of interest or principal and premium are due;

                  (2)      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;

                  (3)      if the Debt Securities of such 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 the Company's
         exercise of its option under this Section would not cause such Debt
         Securities to be delisted;

                  (4)      no Event of Default or event (including such deposit)
         which, with notice or lapse of time or both, would become an Event of
         Default with respect to the Debt Securities of such series shall have
         occurred and be continuing on the date of such deposit and no Event of
         Default under SECTION 5.01(5) or SECTION 5.01(6) or event which with
         the giving of notice or lapse of time, or both, would become an Event
         of Default under SECTION 5.01(5) or SECTION 5.01(6) shall have occurred
         and be continuing on the 91st day after such date; and

                  (5)      the Company shall have delivered to the Trustee an
         Opinion of Counsel to the effect that the Holders of the Debt
         Securities of such series will not recognize income, gain or loss for
         federal income tax purposes as a result of such deposit, defeasance or
         Discharge.

                  "Discharged" means that the Company shall be deemed to have
paid and discharged the entire indebtedness represented by, and obligations
under, the Debt Securities of such series and to have satisfied all the
obligations under this Indenture relating to the Debt Securities of such series
(and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same), except (A) the rights of Holders of Debt
Securities of such series to receive, from the trust fund described in clause
(1) above, payment of the principal of (and premium, if any) and interest on
such Debt Securities when such payments are due, (B) the Company's obligations
with respect to the Debt Securities of such series under SECTIONS 3.04, 3.05,
3.06, 11.03 and 14.03 and (C) the rights, powers, trusts, duties and immunities
of the Trustee hereunder.


                                       71
<PAGE>

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

SECTION 14.03.    DEPOSIT MONEYS AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN
                  TRUST.

                  All moneys and U.S. Government Obligations deposited with the
Trustee pursuant to SECTION 14.02 in respect of Debt Securities of a series
shall be held in trust and applied by it, in accordance with the provisions of
such Debt Securities and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as its own Paying Agent)
as the Trustee may determine, to the Holders of such Debt Securities, of all
sums due and to become due thereon for principal (and premium, if any) and
interest, if any, but such money need not be segregated from other funds except
to the extent required by law.

SECTION 14.04.    REPAYMENT TO COMPANY.

                  The Trustee and any Paying Agent shall promptly pay or return
to the Company upon Company Request any moneys or U.S. Government Obligations
held by them at any time that are not required for the payment of the principal
of (and premium, if any) and interest on the Debt Securities of any series for
which money or U.S. Government Obligations have been deposited pursuant to
SECTION 14.02.

                  The provisions of the last paragraph of SECTION 11.03 shall
apply to any money held by the Trustee or any Paying Agent under this Article
that remains unclaimed for two years after the Maturity of any series of Debt
Securities for which money or U.S. Government Obligations have been deposited
pursuant to SECTION 14.02.


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<PAGE>

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

                                       COLUMBIA HEALTHCARE CORPORATION



                                       By:  /s/ David G. Anderson
                                          -------------------------------------
                                       Print Name:  David G. Anderson
                                       Title:  Vice President-Finance

Attest:



By: /s/ Joan O. Kroger
   -----------------------------------
Print Name: Joan O. Kroger
Title: Corporate Secretary

Seal

                                       THE FIRST NATIONAL BANK OF CHICAGO,
                                       AS TRUSTEE



                                       By: /s/ John R. Prendiville
                                          -------------------------------------
                                       Print Name:  John R. Prediville
                                       Title:  Vice President

Attest:



By: /s/ Grace A. Gorka
   ---------------------------------
Print Name: Grace A. Gorka
Title: Trust Officer

Seal


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