<PAGE>

                                                                     EXHIBIT 4.7

                       INDENTURE, VEC AND BANK OF NEW YORK

                            VALERO ENERGY CORPORATION

                                       AND

                        THE BANK OF NEW YORK, as Trustee

                                    Indenture

                            Dated as of June 18, 2004

                                 Debt Securities


                            VALERO ENERGY CORPORATION


<PAGE>


         Reconciliation and tie between Trust Indenture Act of 1939 and

                      Indenture, dated as of June 18, 2004

<TABLE>
<S>                                                                                                               <C>
Trust Indenture Act Section                                                                                        Indenture Section
Sec. 310(a)(1)...................................................................................................................608
        (a)(2)...................................................................................................................608
        (a)(3)........................................................................................................Not Applicable
        (a)(4) .......................................................................................................Not Applicable
        (a)(5)...................................................................................................................608
Sec. 311(a)..................................................................................................................... 609
        (b)......................................................................................................................605
Sec. 312(a)................................................................................................................ 605, 703
        (b).................................................................................................................701, 702
        (c)......................................................................................................................702
Sec. 313(a).................................................................................................................. 703(a)
        (b)(1)........................................................................................................Not Applicable
        (b)(2)................................................................................................................703(b)
        (c)...................................................................................................................703(c)
        (d)...................................................................................................................703(c)
Sec. 314(a)(1)...................................................................................................................704
        (a)(2)...................................................................................................................704
        (a)(3)...................................................................................................................704
        (a)(4)..................................................................................................................1005
        (b)...........................................................................................................Not Applicable
        (c)(1)...................................................................................................................102
        (c)(2)...................................................................................................................102
        (c)(3)........................................................................................................Not Applicable
        (d)...........................................................................................................Not Applicable
        (e)......................................................................................................................102
Sec. 315(a).................................................................................................................. 601(a)
        (b)......................................................................................................................602
        (c)...................................................................................................................601(b)
        (d)...................................................................................................................601(c)
        (d)(1).....................................................................................................601(a)(1), (c)(1)
        (d)(2).............................................................................................................601(c)(2)
        (d)(3).............................................................................................................601(c)(3)
        (e)......................................................................................................................514
Sec. 316(a)(1)(A)...........................................................................................................502, 512
        (a)(1)(B)................................................................................................................513
        (a)(2)........................................................................................................Not Applicable
        (b)......................................................................................................................508
        (c)...........................................................................................................Not Applicable
Sec. 317(a)(1)...................................................................................................................503
        (a)(2)...................................................................................................................504
        (b).....................................................................................................................1003
Sec. 318(a)..................................................................................................................... 108
</TABLE>

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

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


<PAGE>

                                TABLE OF CONTENTS


<TABLE>
<S>                                                                                                                       <C>
PARTIES......................................................................................................................1

RECITALS.....................................................................................................................1


ARTICLE One                    DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION.......................................1

SECTION 101.  Definitions....................................................................................................1
           "Act".............................................................................................................2
           "Additional Amounts"..............................................................................................2
           "Affiliate".......................................................................................................2
           "Authenticating Agent"............................................................................................2
           "Authorized Newspaper"............................................................................................2
           "Bearer Security".................................................................................................2
           "Board of Directors"..............................................................................................2
           "Board Resolution"................................................................................................2
           "Business Day"....................................................................................................2
           "Commission"......................................................................................................2
           "Company".........................................................................................................3
           "Company Request".................................................................................................3
           "Consolidated Net Tangible Assets"................................................................................3
           "Corporate Trust Office"..........................................................................................3
           "corporation".....................................................................................................3
           "coupon"..........................................................................................................3
           "Defaulted Interest"..............................................................................................3
           "Dollars".........................................................................................................3
           "Event of Default"................................................................................................3
           "Funded Debt".....................................................................................................3
           "Holder"..........................................................................................................3
           "Indenture".......................................................................................................3
           "interest"........................................................................................................4
           "Interest Payment Date"...........................................................................................4
           "Maturity"........................................................................................................4
           "Mortgages".......................................................................................................4
           "Officers' Certificate"...........................................................................................4
           "Opinion of Counsel"..............................................................................................4
           "Original Issue Discount Security"................................................................................4
           "Outstanding".....................................................................................................4
           "Paying Agent"....................................................................................................5
           "Person"..........................................................................................................5
           "Place of Payment"................................................................................................5
           "Predecessor Security"............................................................................................5
           "Redemption Date".................................................................................................5
           "Redemption Price"................................................................................................5
           "Registered Security".............................................................................................5
           "Regular Record Date".............................................................................................5
           "Responsible Officer".............................................................................................6
</TABLE>


                                        i

<PAGE>

<TABLE>
<S>                                                                                                                       <C>
           "Sale and Leaseback Transactions".................................................................................6
           "Security"........................................................................................................6
           "Security Register"...............................................................................................6
           "Special Record Date".............................................................................................6
           "Stated Maturity".................................................................................................6
           "Subsidiary"......................................................................................................6
           "Trustee".........................................................................................................6
           "Trust Indenture Act".............................................................................................6
           "United States"...................................................................................................7
           "United States Alien".............................................................................................7
           "U.S. Depository".................................................................................................7
           "Vice President"..................................................................................................7
           "Voting Stock"....................................................................................................7
SECTION 102.     Compliance Certificates and Opinions........................................................................7
SECTION 103.     Form of Documents Delivered to Trustee......................................................................8
SECTION 104.     Acts of Holders.............................................................................................8
SECTION 105.     Notices etc. to Trustee and Company........................................................................10
SECTION 106.     Notice to Holders of Securities; Waiver....................................................................11
SECTION 107.     Language of Notices, etc...................................................................................11
SECTION 108.     Conflict with Trust Indenture Act..........................................................................12
SECTION 109.     Effect of Headings and Table of Contents...................................................................12
SECTION 110.     Successors and Assigns.....................................................................................12
SECTION 111.     Separability Clause........................................................................................12
SECTION 112.     Benefits of Indenture......................................................................................12
SECTION 113.     Governing Law..............................................................................................12
SECTION 114.     Legal Holidays.............................................................................................12
SECTION 115.     No Recourse Against Others.................................................................................13

ARTICLE TWO          SECURITY FORMS.........................................................................................13

SECTION 201.     Forms Generally............................................................................................13
SECTION 202.     Form of Trustee's Certificate of Authentication............................................................13

ARTICLE THREE        THE SECURITIES.........................................................................................14

SECTION 301.     Amount Unlimited; Issuable in Series.......................................................................14
SECTION 302.     Denominations..............................................................................................16
SECTION 303.     Execution, Authentication, Delivery and Dating.............................................................16
SECTION 304.     Temporary Securities.......................................................................................18
SECTION 305.     Registration, Transfer and Exchange........................................................................18
SECTION 306.     Mutilated, Destroyed, Lost and Stolen Securities...........................................................21
SECTION 307.     Payment of Interest; Interest Rights Preserved.............................................................22
SECTION 308.     Persons Deemed Owners......................................................................................24
SECTION 309.     Cancellation...............................................................................................24
SECTION 310.     Computation of Interest....................................................................................24
SECTION 311.     Cusip Numbers..............................................................................................25

ARTICLE FOUR         SATISFACTION AND DISCHARGE.............................................................................25

SECTION 401.     Satisfaction and Discharge of Indenture....................................................................25
SECTION 402.     Application of Trust Money.................................................................................26
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                                       <C>
ARTICLE FIVE         REMEDIES...............................................................................................26

SECTION 501.     Events of Default..........................................................................................26
SECTION 502.     Acceleration of Maturity; Rescission and Annulment.........................................................27
SECTION 503.     Collection of Indebtedness and Suits for Enforcement by Trustee............................................28
SECTION 504.     Trustee May File Proofs of Claim...........................................................................29
SECTION 505.     Trustee May Enforce Claims Without Possession of
                 Securities or Coupons......................................................................................30
SECTION 506.     Application of Money Collected.............................................................................30
SECTION 507.     Limitation on Suits........................................................................................30
SECTION 508.     Unconditional Right of Holders to Receive Principal,
                 Premium and Interest.......................................................................................31
SECTION 509.     Restoration of Rights and Remedies.........................................................................31
SECTION 510.     Rights and Remedies Cumulative.............................................................................31
SECTION 511.     Delay or Omission Not Waiver...............................................................................32
SECTION 512.     Control by Holders of Securities...........................................................................32
SECTION 513.     Waiver of Past Defaults....................................................................................32
SECTION 514.     Undertaking for Costs......................................................................................32
SECTION 515.     Waiver of Stay, Extension or Usury Laws....................................................................33

ARTICLE SIX          THE TRUSTEE............................................................................................33

SECTION 601.     Certain Duties and Responsibilities........................................................................33
SECTION 602.     Notice of Defaults.........................................................................................34
SECTION 603.     Certain Rights of Trustee..................................................................................35
SECTION 604.     Not Responsible for Recitals or Issuance of Securities.....................................................36
SECTION 605.     May Hold Securities........................................................................................36
SECTION 606.     Money Held in Trust........................................................................................36
SECTION 607.     Compensation and Reimbursement.............................................................................36
SECTION 608.     Corporate Trustee Required; Eligibility....................................................................37
SECTION 609.     Resignation and Removal; Appointment of Successor..........................................................37
SECTION 610.     Acceptance of Appointment by Successor.....................................................................39
SECTION 611.     Merger, Conversion, Consolidation or Succession to Business................................................40
SECTION 612.     Appointment of Authenticating Agent........................................................................40

ARTICLE SEVEN        HOLDERS' LISTS AND REPORTS BY TRUSTEE
                     AND COMPANY............................................................................................42

SECTION 701.     Company to Furnish Trustee Names and Addresses of Holders..................................................42
SECTION 702.     Preservation of Information; Communications to Holders.....................................................42
SECTION 703.     Reports by Trustee.........................................................................................43
SECTION 704.     Reports by Company.........................................................................................43

ARTICLE EIGHT        CONSOLIDATION, MERGER, SALE, LEASE
                     OR CONVEYANCE..........................................................................................44

SECTION 801.     Consolidations and Mergers of Company and Sales, Leases and Conveyances Permitted Subject to
                 Certain Conditions.........................................................................................44
SECTION 802.     Rights and Duties of Successor Corporation.................................................................44
SECTION 803.     Officers' Certificate and Opinion of Counsel...............................................................45

ARTICLE NINE         SUPPLEMENTAL INDENTURES................................................................................45

SECTION 901.     Supplemental Indentures without Consent of Holders.........................................................45
SECTION 902.     Supplemental Indentures with Consent of Holders............................................................46
</TABLE>


                                      iii

<PAGE>

<TABLE>
<S>                                                                                                                       <C>
SECTION 903.     Execution of Supplemental Indentures.......................................................................47
SECTION 904.     Effect of Supplemental Indentures..........................................................................47
SECTION 905.     Conformity with Trust Indenture Act........................................................................47
SECTION 906.     Reference in Securities to Supplemental Indentures.........................................................47

ARTICLE TEN          COVENANTS..............................................................................................48

SECTION 1001.    Payment of Principal, Premium, if any, and Interest........................................................48
SECTION 1002.    Maintenance of Office or Agency............................................................................48
SECTION 1003.    Money for Securities Payments to be Held in Trust..........................................................49
SECTION 1004.    Additional Amounts.........................................................................................50
SECTION 1005.    Statement as to Compliance.................................................................................51
SECTION 1006.    Waiver of Certain Covenants................................................................................51
SECTION 1007.    Statement by Officers as to Default........................................................................51

ARTICLE ELEVEN       NEGATIVE COVENANTS.....................................................................................52

SECTION 1101.    Limitations on Mortgages...................................................................................52
SECTION 1102.    Limitations on Sale and Leaseback Transactions.............................................................55

ARTICLE TWELVE       REDEMPTION OF SECURITIES...............................................................................56

SECTION 1201.    Applicability of Article...................................................................................56
SECTION 1202.    Election to Redeem; Notice to Trustee......................................................................56
SECTION 1203.    Selection by Trustee of Securities to be Redeemed..........................................................57
SECTION 1204.    Notice of Redemption.......................................................................................57
SECTION 1205.    Deposit of Redemption Price................................................................................58
SECTION 1206.    Securities Payable on Redemption Date......................................................................58
SECTION 1207.    Securities Redeemed in Part................................................................................59

ARTICLE THIRTEEN     SINKING FUNDS..........................................................................................59

SECTION 1301.    Applicability of Article...................................................................................59
SECTION 1302.    Satisfaction of Sinking Fund Payments with Securities......................................................60
SECTION 1303.    Redemption of Securities for Sinking Fund..................................................................60

ARTICLE FOURTEEN     REPAYMENT AT THE OPTION OF HOLDERS.....................................................................61

SECTION 1401.    Applicability of Article...................................................................................61

ARTICLE FIFTEEN           MEETINGS OF HOLDERS OF SECURITIES.................................................................61

SECTION 1501.    Purposes for Which Meetings May Be Called..................................................................61
SECTION 1502.    Call, Notice and Place of Meetings.........................................................................61
SECTION 1503.    Persons Entitled to Vote at Meetings.......................................................................62
SECTION 1504.    Quorum; Action.............................................................................................62
SECTION 1505.    Determination of Voting Rights; Conduct and Adjournment of Meetings........................................63
SECTION 1506.    Counting Votes and Recording Action of Meetings............................................................64

ARTICLE SIXTEEN           MISCELLANEOUS PROVISIONS..........................................................................64

SECTION 1601.    Securities in Foreign Currencies...........................................................................64
</TABLE>

                                       iv

<PAGE>



        INDENTURE, dated as of June 18, 2004, between VALERO ENERGY CORPORATION,
a Delaware corporation (hereinafter called the "Company"), having its principal
office at One Valero Way, San Antonio, Texas 78249, and THE BANK OF NEW YORK, a
New York banking corporation, as Trustee (hereinafter called the "Trustee")
having its Corporate Trust Office at 101 Barclay Street, Floor 21 West, New
York, New York 10286.

                            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
or other evidences of indebtedness (hereinafter called the "Securities"),
unlimited as to principal amount, to bear such rates of interest, to mature at
such time or times, to be issued in one or more series and to have such other
provisions as shall be fixed as hereinafter provided.

         The Company has duly authorized the execution and delivery of this
Indenture and all things necessary to make this Indenture a valid and legally
binding agreement of the Company, in accordance with its terms, have been done.

           NOW, THEREFORE, in consideration of the premises and the sum of one
dollar duly paid by the Company to the Trustee, the receipt of which is hereby
acknowledged, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders, as follows:

           NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                  ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

        SECTION 101. Definitions.

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

                (1) 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 at the date of such computation; and




                                       1
<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 Six are defined in that
Article.

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

           "Additional Amounts" means any additional amounts which are required
by a Security or pursuant to a Board Resolution, under circumstances specified
therein, to be paid by the Company in respect of certain matters, including,
without limitation, taxes imposed on certain Holders, and which are owing to
such Holders.

           "Affiliate" has the same meaning as given to that term in Rule 405
under the Securities Act of 1933, as amended, or any successor rule thereunder.

           "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 612 to act on behalf of the Trustee to authenticate
Securities of one or more series.

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

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

           "Board of Directors" means either the Board of Directors of the
Company or any committee thereof duly authorized, with respect to any particular
matter, to act by or on behalf of the Board of Directors of the Company.

           "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" means any day other than a day on which banking
institutions in The City of New York or in the City of San Antonio, Texas are
authorized or required by law to close, except as may otherwise be provided in
the form of Securities of any particular series pursuant to the provisions of
this Indenture.

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

                                       2
<PAGE>

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

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

           "Consolidated Net Tangible Assets" means the total amount of assets
shown on a consolidated balance sheet of the Company and its Subsidiaries,
prepared in accordance with generally accepted accounting principles, less (i)
all current liabilities (except current portion of long-term debt and capital
lease obligations, short-term debt and notes payable) and (ii) goodwill and
other intangible assets included on such balance sheet.

            "Corporate Trust Office" means the office of the Trustee at which at
any particular time its corporate trust business shall be administered, which
office is located at 101 Barclay Street, Floor 21 West, New York, New York
10286.

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

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

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

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

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

           "Funded Debt" means any indebtedness for money borrowed, created,
issued, incurred, assumed or guaranteed which would, in accordance with
generally accepted accounting principles, be classified as long-term debt or
capital lease obligations, 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).

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

           "Indenture" means this instrument as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof, and shall include each
Officers' Certificate delivered to the Trustee pursuant to Section 303.

                                       3
<PAGE>

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

           "Interest Payment Date" means the Stated Maturity of an installment
of interest on the applicable Securities.

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

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

           "Officers' Certificate" means a certificate signed by the Chief
Executive Officer, the President, a Vice President or the Treasurer, and by an
Assistant Treasurer, 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
(except as otherwise expressly provided in this Indenture) be an employee of or
counsel for the Company.

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

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

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

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

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

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Holders of Securities for quorum purposes, the

                                       4
<PAGE>

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

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

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

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

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

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

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

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

           "Regular Record Date" for the interest payable on a Registered
Security on any Interest Payment Date means the date, if any, specified in such
Security as the "Regular Record Date".

                                       5
<PAGE>

        "Responsible Officer" when used with respect to the Trustee means any
vice president (whether or not designated by a number or a word or words added
before or after the title "vice president"), the treasurer, any assistant
treasurer, 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 and who
shall have direct responsibility for the administration of this Indenture.

        "Sale and Leaseback Transactions" has the meaning specified in Section
1102.

        "Security" or "Securities" means any Security or Securities, as the case
may be, authenticated and delivered under this Indenture.

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

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

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

        "Subsidiary" means (i) any corporation of which at the time of
determination the Company and/or one or more Subsidiaries owns or controls
directly or indirectly more than 50% of the shares of Voting Stock, (ii) any
general partnership, joint venture or similar entity, of which at the time of
determination the Company and/or one or more Subsidiaries owns or controls
directly or indirectly more than 50% or the outstanding partnership or similar
interests and (iii) any limited partnership of which the Company or any of its
Subsidiaries is a general partner and which is consolidated with the Company for
financial reporting purposes pursuant to generally accepted accounting
principles. "Wholly owned", when used with reference to a Subsidiary, means a
Subsidiary of which all of the outstanding capital stock (except for qualifying
shares) or partnership or similar interests, as applicable, is owned by the
Company or by one or more wholly owned Subsidiaries.

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

        "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended,
and any reference herein to the Trust Indenture Act or a particular provision
thereof shall mean such Act or provision, as the case may be, as amended or
replaced from time to time or as supplemented


                                       6
<PAGE>


from time to time by rules or regulations adopted by the Commission under or in
furtherance of the purposes of such Act or provision, as the case may be.

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

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

        "U.S. Depository" or "Depository" means, with respect to the Securities
of any series issuable or issued in whole or in part in the form of one or more
global Securities, the Person designated as U.S. Depository by the Company
pursuant to Section 301, which must be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, and, if so provided pursuant to
Section 301 with respect to the Securities of any series, any successor to such
Person. If at any time there is more than one such Person, "U.S. Depository"
shall mean, with respect to any series of Securities, the qualifying entity
which has been appointed with respect to the Securities of that series.

        "Vice President" when used with respect to the Company shall mean any
Vice President of the Company whether or not designated by a number or a word or
words added before or after the title "Vice President".

        "Voting Stock" means stock of the class or classes having general voting
power under ordinary circumstances to elect at least a majority of the board of
directors, managers or trustees of such corporation provided that, for the
purposes hereof, stock which carries only the right to vote conditionally on the
happening of an event shall not be considered voting stock whether or not such
event shall have happened.

        SECTION 102. Compliance Certificates and Opinions.

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

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

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


                                       7
<PAGE>


                (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 condition or covenant 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.

        SECTION 103. Form of Documents Delivered to Trustee.

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

        Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to 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 104. Acts of Holders.

                (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing. If, but only if, Securities of a series are issuable as
Bearer Securities, any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders of Securities of such series may, alternatively, be embodied in and
evidenced by the record of Holders of Securities of such series voting in favor
thereof, either in person or by proxies duly appointed in writing, at any
meeting of Holders of Securities of such series duly called and held in
accordance with the provisions of Article Fifteen, or a combination of such
instruments and any such record. Except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments or record
or both are delivered to the Trustee and, where it is hereby expressly


                                       8
<PAGE>


required, to the Company. Such instrument or instruments and any such record
(and the action embodied therein and evidenced thereby) are herein sometimes
referred to as the "Act" of the Holders signing such instrument or instruments
and so voting at any such meeting. Proof of execution of any such instrument or
of a writing appointing any such agent, or of the holding by any Person of a
Security, shall be sufficient for any purpose of this Indenture and (subject to
Section 601) conclusive in favor of the Trustee and the Company and any agent of
the Trustee or the Company, if made in the manner provided in this Section. The
record of any meeting of Holders of Securities shall be proved in the manner
provided in Section 1506.

                Without limiting the generality of this Section 104, unless
otherwise established in or pursuant to a Board Resolution or set forth or
determined in an Officers' Certificate, or established in one or more indentures
supplemental hereto, pursuant to Section 301, a Holder, including a U.S.
Depository that is a Holder of a global Security, may make, give or take, by a
proxy, or proxies, duly appointed in writing, any request, demand,
authorization, direction, notice, consent, waiver or other action provided in
this Indenture to be made, given or taken by Holders, and a U.S. Depository that
is a Holder of a global Security may provide its proxy or proxies to the
beneficial owners of interests in any such global Security through such U.S.
Depository's standing instructions and customary practices.

                The Company shall fix a record date for the purpose of
determining the Persons who are beneficial owners of interest in any permanent
global Security held by a U.S. Depository entitled under the procedures of such
U.S. Depository to make, give or take, by a proxy or proxies duly appointed in
writing, any request, demand, authorization, direction, notice, consent, waiver
or other action provided in this Indenture to be made, given or taken by
Holders. If such a record date is fixed, the Holders on such record date or
their duly appointed proxy or proxies, and only such Persons shall be entitled
to make, give or take such request, demand, authorization, direction, notice,
consent, waiver or other action, whether or not such Holders remain Holders
after such record date. No such request, demand, authorization, direction,
notice, consent, waiver or other action shall be valid or effective if made,
given or taken more than 90 days after such record date.

                (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved in any reasonable manner which the Trustee
deems sufficient and in accordance with such reasonable rules as the Trustee may
determine; and the Trustee may in any instance require further proof with
respect to any of the matters referred to in this Section.

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

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


                                       9
<PAGE>


and the Company may assume that such ownership of any Bearer Security continues
until (1) another certificate or affidavit bearing a later date issued in
respect of the same Bearer Security is produced, or (2) such Bearer Security is
produced to the Trustee by some other Person, or (3) such Bearer Security is
surrendered in exchange for a Registered Security, or (4) such Bearer Security
is no longer Outstanding. The principal amount and serial numbers of Bearer
Securities held by the Person so executing such instrument or writing and the
date of holding the same may also be proved in any other manner which the
Trustee deems sufficient.

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

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

        SECTION 105. Notices etc. to Trustee and Company.

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

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

                (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, postage prepaid, via certified mail, return
receipt requested, to the Company addressed to the attention of its Treasurer at
the address of its principal office specified in the first paragraph of this
instrument or at any other address previously furnished in writing to the
Trustee by the Company.


                                       10
<PAGE>


        SECTION 106. Notice to Holders of Securities; Waiver.

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

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

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

        In any case where notice to Holders of Registered Securities is given by
mail, neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder of a Registered Security shall affect the
sufficiency of such notice with respect to other Holders of Registered
Securities or the sufficiency of any notice to Holders of Bearer Securities
given as provided herein. In case by reason of the suspension of regular mail
service or by reason of any other cause it shall be impracticable to give such
notice by mail, then such notification as shall be made with the approval of the
Trustee shall constitute a sufficient notification for every purpose hereunder.

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

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

        SECTION 107. Language of Notices, etc.

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


                                       11
<PAGE>


        SECTION 108. Conflict with Trust Indenture Act.

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

        SECTION 109. Effect of Headings and Table of Contents.

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

        SECTION 110. Successors and Assigns.

        All covenants and agreements in this Indenture by the parties hereto
shall bind the successors and assigns of such parties, whether so expressed or
not.

        SECTION 111. Separability Clause.

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

        SECTION 112. Benefits of Indenture.

        Nothing in this Indenture or in the Securities or coupons, 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 of
Securities or coupons, any benefit or any legal or equitable right, remedy or
claim under this Indenture.

        SECTION 113. Governing Law.

        This Indenture and the Securities and coupons shall be governed by and
controlled in accordance with the laws of the State of New York without regard
to the conflicts of laws provisions thereof.

        SECTION 114. Legal Holidays.

        In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or the Securities or
coupons other than a provision in the Securities which specifically states that
such provision shall apply in lieu of this Section) payment of interest or
principal (and premium, if any) need not be made at such Place of Payment on
such date, but may be made on the next succeeding Business Day, except that if
such next succeeding Business Day is in the next succeeding calendar year, then
on the immediately preceding Business Day, at such Place of Payment with the
same force and effect as if made on the Interest Payment Date or Redemption
Date, or at the Stated Maturity, 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.



                                       12
<PAGE>


        SECTION 115. No Recourse Against Others.

        A director, officer, employee, stockholder, partner or other owner of
the Company or the Trustee, as such, shall not have any liability for any
obligations of the Company under the Securities or for any obligations of the
Company or the Trustee under this Indenture or for any claim based on, in
respect of or by reason of such obligations or their creation. Each Holder by
accepting a Security waives and releases all such liability. The waiver and
release shall be part of the consideration for the issue of Securities.

                                  ARTICLE TWO

                                 SECURITY FORMS

        SECTION 201. Forms Generally.

        The Registered Securities, if any, of each series and the Bearer
Securities, if any, of each series, related coupons, if any, and temporary
global Securities, if any, shall be in the form established by or pursuant to a
Board Resolution or in one or more indentures supplemental hereto, shall have
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture or any indenture supplemental hereto and
may have such letters, numbers or other marks of identification and such legends
or endorsements placed thereon as may, consistently herewith, be determined by
the officers executing such Securities, as evidenced by their execution of such
Securities.

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

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

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

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

                                                   THE BANK OF NEW YORK,
                                                     as Trustee

Dated:  ..................                         By:.......................
                                                       Authorized Signatory


                                       13
<PAGE>

                                 ARTICLE THREE

                                 THE SECURITIES

        SECTION 301. Amount Unlimited; Issuable in Series.

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

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

                (1) the title of the Securities and the series in which such
Securities shall be included;

                (2) any limit upon the aggregate principal amount of the
Securities of such title or the Securities of such series which may be
authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of the series pursuant to Section 304, 305,
306, 906 or 1207);

                (3) whether Securities of the series are to be issuable as
Registered Securities, Bearer Securities (with or without coupons) or both; any
restrictions applicable to the offer, sale or delivery of Bearer Securities and
the terms upon which Bearer Securities of the series may be exchanged for
Registered Securities of the series and vice versa; and whether any Securities
of the series are to be issuable initially in global form and, if so, (i)
whether beneficial owners of interests in any such global Security may exchange
such interests for Securities of such series and of like tenor of any authorized
form and denomination and the circumstances under which any such exchanges may
occur, if other than in the manner specified in Section 305 and (ii) the name of
the depository or the U.S. Depository, as the case may be, with respect to any
global Security;

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

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

                (6) the date or dates on which the principal of such Securities
is payable;


                                       14
<PAGE>


                (7) the rate or rates at which such Securities shall bear
interest, if any, or any method by which such rate or rates shall be determined,
the date or dates from which such interest shall accrue, the Interest Payment
Dates on which such interest shall be payable and the Regular Record Date for
the interest payable on Registered Securities on any Interest Payment Date,
whether and under what circumstances Additional Amounts on such securities shall
be payable in respect of specified taxes, assessments or other governmental
charges withheld or deducted and, if so, whether the Company has the option to
redeem the affected Securities rather than pay such Additional Amounts, and the
basis upon which interest shall be calculated if other than that of a 360-day
year of twelve 30-day months;

                (8) the place or places, if any, in addition to or other than
the Borough of Manhattan, The City of New York, where the principal of (and
premium, if any) and interest on such Securities shall be payable;

                (9) the period or periods within which, the price or prices at
which and the terms and conditions upon which such Securities may be redeemed,
in whole or in part, at the option of the Company;

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

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

                (12) if other than the principal amount thereof, the portion of
the principal amount of such Securities which shall be payable upon declaration
of acceleration of the Maturity thereof pursuant to Section 502;

                (13) if other than the currency of the United States, the coin
or currency, including composite currencies, in which payment of the principal
of (and premium, if any) and interest, if any, on such Securities shall be
payable;

                (14) if the principal of (and premium, if any) or interest, if
any, on such Securities are to be payable, at the election of the Company or a
Holder thereof, in a coin or currency, including composite currencies, other
than that in which the Securities are stated to be payable, the period or
periods within which, and the terms and conditions upon which, such election may
be made;

                (15) if the amount of payments of principal of (and premium, if
any) or interest, if any, on such Securities may be determined with reference to
an index, formula or other method or based on a coin or currency other than that
in which the Securities are stated to be payable, the manner in which such
amounts shall be determined;


                                       15
<PAGE>
        (16) the right, if any, of the Company to defer payments of interest by
extending the interest payment periods and specify the duration of such
extension, the Interest Payment Dates on which such interest shall be payable
and whether and under what circumstances additional interest on amounts deferred
shall be payable;

        (17) the limitation, if any, on the Company's right to pay dividends on,
make distributions with respect to, or redeem, purchase or acquire, or make a
liquidation payment with respect to, any of its capital stock or comparable
equity interest;

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

        (19) any other terms of such Securities (which terms shall not be
inconsistent with the provisions of this Indenture).

        All Securities of any one series and the coupons appertaining to Bearer
Securities of such series, if any, shall be substantially identical except as to
denomination and the rate or rates of interest, if any, and Stated Maturity, the
date from which interest, if any, shall accrue and except as may otherwise be
provided in or pursuant to such Board Resolution and set forth in such Officers'
Certificate or in any such indenture supplemental hereto. All Securities of any
one series need not be issued at the same time, and unless otherwise provided, a
series may be reopened for issuances of additional Securities of such series.

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

        SECTION 302. Denominations.

        Unless other denominations and amounts may from time to time be fixed by
or pursuant to a Board Resolution, the Registered Securities of each series, if
any, shall be issuable in registered form without coupons in denominations of
$1,000 and any integral multiple thereof and the Bearer Securities of each
series, if any, shall be issuable in the denomination of $5,000, or in such
other denominations and amounts as may from time to time be fixed by or pursuant
to a Board Resolution.

        SECTION 303. Execution, Authentication, Delivery and Dating.

        The Securities shall be executed on behalf of the Company by its Chief
Executive Officer, President, Vice President serving as Chief Financial Officer
or its Treasurer and attested by its Secretary or one of its Assistant
Secretaries. The signature of any of these officers on the Securities may be
manual or facsimile. Coupons shall bear the facsimile signature of the Treasurer
or any Assistant Treasurer of the Company.

        Securities and coupons bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind
the Company, notwithstanding


                                       16
<PAGE>

that such individuals or any of them have ceased to hold such offices prior to
the authentication and delivery of such Securities or did not hold such offices
at the date of such Securities.

        At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series, together with
any coupons appertaining thereto, executed by the Company to the Trustee for
authentication, together with the Board Resolution and Officers' Certificate or
supplemental indenture with respect to such Securities referred to in Section
301 and a Company Order for the authentication and delivery of such Securities,
and the Trustee in accordance with the Company Order and subject to the
provisions hereof shall authenticate and make available for delivery such
Securities. In authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to Section 601) shall be
fully protected in relying upon, an Opinion of Counsel stating,

        (a) the form and terms of such Securities and coupons, if any, have been
established in conformity with the provisions of this Indenture;

        (b) that all conditions precedent to the authentication and delivery of
such Securities, together with the coupons, if any, appertaining thereto, have
been complied with and that such Securities and coupons, when authenticated and
delivered by the Trustee and issued by the Company in the manner and subject to
any conditions specified in such Opinion of Counsel, will constitute valid and
legally binding obligations of the Company, enforceable in accordance with their
terms, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer and other laws of general applicability relating to or affecting
creditors' rights and to general equity principles,

        (c) that all laws and requirements in respect of the execution and
delivery by the Company of such Securities and coupons, if any, have been
complied with; and

        (d) as to such other matters as the Trustee may reasonably request.

        The Trustee shall not be required to authenticate such Securities if the
issue of such Securities pursuant to this Indenture will affect the Trustee's
own rights, duties or immunities under the Securities and this Indenture or
otherwise in a manner which is not reasonably acceptable to the Trustee or if
the Trustee being advised by counsel determines that such action may not
lawfully be taken.

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

        No Security or coupon appertaining thereto shall be entitled to any
benefit under this Indenture or be valid or obligatory for any purpose, unless
there appears on such Security a certificate of authentication substantially in
the form provided for in Section 202 or 612 executed by or on behalf of the
Trustee by the manual signature of one of its authorized signers, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder. Except as permitted by Section


                                       17
<PAGE>


306 or 307, the Trustee shall not authenticate and deliver any Bearer Security
unless all appurtenant coupons for interest then matured have been detached and
cancelled.

        SECTION 304. Temporary Securities.

        Pending the preparation of definitive Securities of any series, the
Company may execute and deliver to the Trustee, and upon Company Order the
Trustee shall authenticate and make available for delivery in the manner
provided in Section 303, temporary Securities of such series which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of
which they are issued, in registered form, or, if authorized, in bearer form
with one or more coupons or without coupons, and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Securities may determine, as evidenced by their execution of such
Securities. In the case of Bearer Securities of any series, such temporary
Securities may be in global form, representing all of the Outstanding Bearer
Securities of such series.

        Except in the case of temporary Securities in global form, which shall
be exchanged in accordance with the provisions thereof, if temporary Securities
of any series are issued, the Company will cause definitive Securities of that
series to be prepared without unreasonable delay. After the preparation of
definitive Securities, the temporary Securities of such series shall be
exchangeable for definitive Securities of such series containing identical terms
and provisions upon surrender of the temporary Securities of such series at an
office or agency of the Company maintained for such purpose pursuant to Section
1002, without charge to the Holder. Upon surrender for cancellation of any one
or more temporary Securities of any series (accompanied by any unmatured coupons
appertaining thereto) the Company shall execute and the Trustee shall
authenticate and make available for delivery in exchange therefor a like
principal amount of definitive Securities of authorized denominations of the
same series containing identical terms and provisions; provided, however, that
no definitive Bearer Security, except as provided pursuant to Section 301, shall
be delivered in exchange for a temporary Registered Security; and provided,
further, that a definitive Bearer Security shall be delivered in exchange for a
temporary Bearer Security only in compliance with the conditions set forth
therein. Unless otherwise specified as contemplated by Section 301 with respect
to a temporary global Security, until so exchanged the temporary Securities of
any series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series.

        SECTION 305. Registration, Transfer and Exchange.

        With respect to the Registered Securities of each series, if any, the
Company shall cause to be kept at an office or agency of the Company maintained
pursuant to Section 1002, a register (herein sometimes referred to as the
"Security Register") in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of the Registered
Securities of each series and of transfers of the Registered Securities of each
series. Such office or agency shall be the "Security Registrar" for the
Registered Securities, if any, of each series of Securities. In the event that
the Trustee shall not be the Security Registrar, it shall have the right to
examine the Security Register at all reasonable times.


                                       18
<PAGE>



        Upon surrender for registration of transfer of any Registered Security
of any series at any office or agency of the Company maintained for that series
pursuant to Section 1002, the Company shall execute, and the Trustee shall
authenticate and make available for delivery, in the name of the designated
transferee or transferees, one or more new Registered Securities of the same
series, of any authorized denominations, of a like aggregate principal amount
bearing a number not contemporaneously outstanding and containing identical
terms and provisions.

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

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

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


                                       19
<PAGE>



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

        Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 301, any global Security shall be exchangeable only if
(i) the Securities Depository notifies the Company that it is unwilling or
unable to continue as Securities Depository and a successor depository is not
appointed by the Company within 60 days, (ii) the Company executes and delivers
to the Trustee a Company Order to the effect that such global Security shall be
so exchangeable, or (iii) an Event of Default has occurred and is continuing
with respect to the Securities and the Security Registrar has received a request
from the Securities Depository to issue Securities in lieu of all or a portion
of the global Security. If the beneficial owners of interests in a global
Security are entitled to exchange such interests for Securities of such series
and of like tenor and principal amount of any authorized form and denomination,
as specified as contemplated by Section 301, then without unnecessary delay but
in any event not later than the earliest date on which such interests may be so
exchanged, the Company shall deliver to the Trustee definitive Securities of
that series in aggregate principal amount equal to the principal amount of such
global Security, executed by the Company. On or after the earliest date on which
such interests may be so exchanged, such global Securities shall be surrendered
from time to time by the U.S. Depository or such other depository as shall be
specified in the Company Order with respect thereto, and in accordance with
instructions given to the Trustee and the U.S. Depository or such depository, as
the case may be (which instructions shall be in writing but need not comply with
Section 102 or be accompanied by an Opinion of Counsel), as shall be specified
in the Company Order with respect thereto to the Trustee, as the Company's agent
for such purpose, to be exchanged, in whole or in part, for definitive
Securities of the same series without charge. The Trustee shall authenticate and
make available for delivery, in exchange for each portion of such surrendered
global Security, a like aggregate principal amount of definitive Securities of
the same series of authorized denominations and of like tenor as the portion of
such global Security to be exchanged which (unless the Securities of the series
are not issuable both as Bearer Securities and as Registered Securities, in
which case the definitive Securities exchanged for the global Security shall be
issuable only in the form in which the Securities are issuable, as specified as
contemplated by Section 301) shall be in the form of Bearer Securities or
Registered Securities, or any combination thereof, as shall be specified by the
beneficial owner thereof; provided, however, that no such exchanges may occur
during a period beginning at the opening of business 15 days before any
selection of Securities of that series to be redeemed and ending on the relevant
Redemption Date; and provided, further, that (unless otherwise specified as
contemplated by Section 301) no Bearer Security delivered in exchange for a
portion of a global Security shall be mailed or otherwise delivered to any
location in the United States. Promptly following any such exchange in part,
such global Security shall be returned by the Trustee to such depository or the
U.S. Depository, as the case may be, or such other depository or U.S. Depository
referred to above in accordance with the instructions of the Company referred to
above. If a Registered Security is issued in exchange for any portion of a
global Security after the close of business at the office or agency where such
exchange occurs on (i) any Regular Record Date and before the opening of
business at such office or agency on the relevant Interest Payment Date, or (ii)
any Special Record Date and before the opening of business at such office or
agency on the related proposed date for payment of interest or Defaulted
Interest, as the case may be, interest will not be payable on such Interest
Payment Date or proposed date for payment,


                                       20
<PAGE>


as the case may be, in respect of such Registered Security, but will be payable
on such Interest Payment Date or proposed date for payment, as the case may be,
only to the Person to whom interest in respect of such portion of such global
Security is payable in accordance with the provisions of this Indenture.

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

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

        No service charge shall be made for any registration of transfer or
exchange, or redemption of Securities, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 304, 906 or 1206 not involving any transfer.

        The Company shall not be required (i) to issue, register the transfer of
or exchange any Securities of any series during a period beginning at the
opening of business 15 days before the day of the mailing of a notice of
redemption of Securities of that series selected for redemption under Section
1203 and ending at the close of business on the day of such mailing, or (ii) to
register the transfer of or exchange any Registered Security so selected for
redemption in whole or in part, except, in the case of any Security to be
redeemed in part, the portion thereof not to be redeemed, or (iii) to exchange
any Bearer Security so selected for redemption except that such a Bearer
Security may be exchanged for a Registered Security of that series, provided
that such Registered Security shall be immediately surrendered for redemption
with written instruction for payment consistent with the provisions of this
Indenture.

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

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

        If there be delivered to the Company and to the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security or coupon,
and (ii) such security or indemnity as may be required by them to save each of
them and any agent of either of them harmless, then, in the absence of notice to
the Company or the Trustee that such Security or coupon has been acquired by a
bona fide purchaser, the Company shall execute and upon its request the Trustee
shall authenticate and make available for delivery, in lieu of any such
destroyed, lost or stolen Security or in exchange for the Security to which a
destroyed, lost or stolen coupon appertains


                                       21
<PAGE>


(with all appurtenant coupons not destroyed, lost or stolen), a new Security of
the same series containing identical terms and of like principal amount and
bearing a number not contemporaneously outstanding, with coupons corresponding
to the coupons, if any, appertaining to such destroyed, lost or stolen Security
or to the Security to which such destroyed, lost or stolen coupon appertains.

        In case any such mutilated, destroyed, lost or stolen Security or coupon
has become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Security, pay such Security or coupon; provided,
however, that payment of principal of (and premium, if any) and any interest on
Bearer Securities shall, except as otherwise provided in Section 1002, be
payable only at an office or agency located outside the United States and,
unless otherwise specified as contemplated by Section 301, any interest on
Bearer Securities shall be payable only upon presentation and surrender of the
coupons appertaining thereto.

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

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

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

        SECTION 307. Payment of Interest; Interest Rights Preserved.

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

        Any interest on any Registered Security of any series which is payable,
but is not punctually paid or duly provided for, on any Interest Payment Date
for such Registered Security


                                       22
<PAGE>


(herein called "Defaulted Interest") shall forthwith cease to be payable to the
Holder on the relevant Regular Record Date by virtue of having been such Holder,
and such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in Clause (1) or (2) below:

        (1) The Company may elect to make payment of any Defaulted Interest to
the Persons in whose names the Registered Securities affected (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 Registered
Security and the date of the proposed payment, and at the same time the Company
shall deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of
the proposed payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this Clause
provided. Thereupon the Trustee shall fix a Special Record Date for the payment
of such Defaulted Interest which shall be not more than 15 days and not less
than 10 days prior to the date of the proposed payment and not less than 10 days
after the receipt by the Trustee of the notice of the proposed payment. The
Trustee shall promptly notify the Company of such Special Record Date and, in
the name and at the expense of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor to be
mailed, first-class postage prepaid, to each Holder of such Registered
Securities at his address as it appears in the Security Register not less than
10 days prior to such Special Record Date. The Trustee may in the name and at
the expense of the Company, cause a similar notice to be published at least once
in a newspaper, customarily published in the English language on each Business
Day and of general circulation in the Borough of Manhattan, The City of New
York, but such publication shall not be a condition precedent to the
establishment of 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 Registered 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). In case a Bearer
Security of any series is surrendered at the office or agency in a Place of
Payment for such series in exchange for a Registered Security of such series
after the close of business at such office or agency on any Special Record Date
and before the opening of business at such office or agency on the related
proposed date for payment of Defaulted Interest, such Bearer Security shall be
surrendered without the coupon relating to such proposed date of payment and
Defaulted Interest will not be payable on such proposed date of payment in
respect of the Registered Security issued in exchange for such Bearer Security,
but will be payable only to the Holder of such coupon when due in accordance
with the provisions of this Indenture.

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


                                       23
<PAGE>




        At the option of the Company, interest on Registered Securities of any
series that bear interest may be paid by mailing a check to the address of the
person entitled thereto as such address shall appear in the Security Register.

        Subject to the foregoing provisions of this Section and Section 305,
each Security delivered under this Indenture upon registration of transfer of or
in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue interest, which were carried by such
other Security.

        SECTION 308. Persons Deemed Owners.

        Prior to due presentment of a Registered Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Registered Security is registered as the
owner of such Registered Security for the purpose of receiving payment of
principal of (and premium, if any) and (subject to Sections 305 and 307)
interest on such Registered Security and for all other purposes whatsoever,
whether or not such Registered Security be overdue, and neither the Company, the
Trustee nor any agent of the Company or the Trustee shall be affected by notice
to the contrary.

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

        SECTION 309. Cancellation.

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

        SECTION 310. Computation of Interest.

        Except as otherwise specified as contemplated by Section 301 for
Securities of any series, or as set forth in any supplemental indenture,
interest on the Securities of each series shall be computed on the basis of a
360-day year of twelve 30-day months or, for any period shorter than a full
three months, on the basis of the actual number of days elapsed in such period.


                                       24
<PAGE>



        SECTION 311. Cusip Numbers.

        The Company in issuing the Securities may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption as a convenience to Holders; provided that any such notice may
state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers. The Company will promptly notify
the Trustee of any change in the "CUSIP" numbers.

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

        SECTION 401. Satisfaction and Discharge of Indenture.

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

    (1) either

        (A) all Securities theretofore authenticated and delivered and all
coupons appertaining thereto (other than (i) coupons appertaining to Bearer
Securities surrendered for exchange for Registered Securities and maturing after
such exchange, whose surrender is not required or has been waived as provided in
Section 305, (ii) Securities and coupons which have been destroyed, lost or
stolen and which have been replaced or paid as provided in Section 306, (iii)
coupons appertaining to Securities called for redemption and maturing after the
relevant Redemption Date, whose surrender has been waived as provided in Section
1206, and (iv) Securities and coupons for whose payment money has theretofore
been deposited in trust or segregated and held in trust by the Company and
thereafter repaid to the Company or discharged from such trust, as provided in
Section 1003) have been delivered to the Trustee for cancellation; or

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

            (i) have become due and payable, or

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

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


                                       25
<PAGE>

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


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

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

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

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

        SECTION 402. Application of Trust Money.

        Subject to the provisions of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Section 401 shall be held in trust
and applied by it, in accordance with the provisions of the Securities, the
coupons and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal (and
premium, if any) and any interest for whose payment such money has been
deposited with the Trustee; but such money need not be segregated from other
funds except to the extent required by law.

                                  ARTICLE FIVE

                                    REMEDIES

        SECTION 501. Events of Default.

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


                                       26
<PAGE>




        (1) default in the payment of any interest upon any Security of that
series when such interest becomes due and payable, and continuance of such
default for a period of 30 days; provided, however, that a valid extension of an
interest payment period by the Company in accordance with the terms of the
Securities of such series shall not constitute a default in the payment of
interest for this purpose; or

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

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

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

        (5) a court having jurisdiction in the premises shall enter a decree or
order for relief in respect of the Company in an involuntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or similar official) of the Company or for any substantial part of
its property, or ordering the winding-up or liquidation of its affairs, and such
decree or order shall remain unstayed and in effect for a period of 60
consecutive days; or

        (6) the Company shall commence a voluntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, or shall
consent to the entry of an order for relief in an involuntary case under any
such law, or shall consent to the appointment of or taking possession by a
receiver, liquidator, assignee, trustee, custodian, sequestrator (or similar
official) of the Company or for any substantial part of its property, or shall
make any general assignment for the benefit of creditors, or shall fail
generally to pay its debts as they become due or shall take any corporate action
in furtherance of any of the foregoing; or

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

        SECTION 502. Acceleration of Maturity; Rescission and Annulment.

        If an Event of Default with respect to Securities of any series at the
time Outstanding occurs and is continuing, then and in every such case the
Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series may declare the principal of all the
Securities of that series, or such lesser amount as may be provided for in the
Securities of that series, to be due and payable immediately, by a notice in
writing to the Company (and to the



                                       27
<PAGE>



Trustee if given by the Holders), and upon any such declaration such principal
or such lesser amount shall become immediately due and payable.

        At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Event of Default giving rise to such declaration of
acceleration shall, without further act, be deemed to have been waived, and such
declaration and its consequences shall, without further act, be deemed to have
been rescinded and annulled, if

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

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

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

                (C) to the extent that payment of such interest is lawful,
interest upon overdue installments of interest at the rate or rates borne by or
provided for in such Securities, and

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

        and

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

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

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

        If an Event of Default specified in Section 502 (1) or Section 502 (2)
occurs and is continuing, the Company will, upon demand of the Trustee, pay to
it, for the benefit of the Holders of such Securities and coupons, the whole
amount then due and payable on such Securities and coupons for principal (and
premium, if any) and interest, with interest upon the overdue principal (and
premium, if any) and, to the extent that payment of such interest shall be
legally enforceable, upon overdue installments of interest at the rate or rates
borne by or provided for in such Securities, and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

        If the Company fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection


                                       28
<PAGE>


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 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 Securities, wherever situated.

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

        SECTION 504. Trustee May File Proofs of Claim.

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

                (i) to file and prove a claim for the whole amount, or such
lesser amount as may be provided for in the Securities of that series, of
principal (and premium, if any) and interest owing and unpaid in respect of the
Securities and to file such other papers or documents as may be necessary 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 or counsel) and of the Holders allowed in such judicial
proceeding, and

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

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

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


                                       29
<PAGE>



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

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

        SECTION 506. Application of Money Collected.

        Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal (and premium,
if any) or interest, upon presentation of the Securities or coupons, or both, as
the case may be, and the notation thereon of the payment if only partially paid
and upon surrender thereof if fully paid:

            FIRST: To the payment of all amounts due the Trustee and its agents
and counsel under Section 607;

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

            THIRD:  The balance, if any, to the Company.

        SECTION 507. Limitation on Suits.

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

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

            (2) the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series shall have made written request to the
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 indemnity
reasonably satisfactory to it against the costs, expenses and liabilities to be
incurred in compliance with such request;


                                       30
<PAGE>

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

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

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

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

        Notwithstanding any other provision in this Indenture, the Holder of any
Security or coupon shall have the right, which is absolute and unconditional, to
receive payment of the principal of (and premium, if any) and (subject to
Sections 305 and 307) interest on such Security or payment of such coupon on the
respective Stated Maturity or Maturities expressed in such Security or coupon
(or, in the case of redemption, on the Redemption Date) and to institute suit
for the enforcement of any such payment, and such right shall not be impaired
without the consent of such Holder.

        SECTION 509. Restoration of Rights and Remedies.

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

        SECTION 510. Rights and Remedies Cumulative.

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


                                       31
<PAGE>

        SECTION 511. Delay or Omission Not Waiver.

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

        SECTION 512. Control by Holders of Securities.

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

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

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

            (3) such direction is not unduly prejudicial to the rights of other
Holders of Securities of such series.

        SECTION 513. Waiver of Past Defaults.

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

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

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

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

        SECTION 514. Undertaking for Costs.

        All parties to this Indenture agree, and each Holder of any Security or
coupon by his acceptance thereof shall be deemed to have agreed, that any court
may in its discretion require, in any suit for 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


                                       32
<PAGE>

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 and expenses, against any party
litigant in such suit, including the Trustee, having due regard to the merits
and good faith of the claims or defenses made by such party litigant, but the
provisions of this Section shall not apply to any suit instituted by the
Company, the Trustee or by any Holder, or group of Holders, holding in the
aggregate more than 10% in principal amount of the Outstanding Securities of any
series, or to any suit instituted by any Holder of any Security or coupon for
the enforcement of the payment of the principal of (and premium, if any) or
interest on any Security or the payment of any coupon on or after the respective
Stated Maturities expressed in such Security (or, in the case of redemption, on
or after the Redemption Date) or interest on any overdue principal of any
Security.

        SECTION 515. Waiver of Stay, Extension or Usury 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, extension or usury law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

                                  ARTICLE SIX

                                   THE TRUSTEE

        SECTION 601. Certain Duties and Responsibilities.

            (a) Except during the continuance of an Event of Default,

                (1) the Trustee undertakes to perform such duties, and only
such duties, as are specifically set forth in this Indenture, and no implied
covenants or obligations shall be read into this Indenture against the Trustee
or any predecessor 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 (whether in their
original or facsimile form) 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 or not they conform to the requirements of this Indenture
(but need not confirm or investigate the accuracy of any facts or mathematical
calculations stated therein).

        (b) In case an Event of Default has occurred and is continuing, the
Trustee shall 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.


                                       33
<PAGE>

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

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

                (2) the Trustee shall not be liable for any error 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 or omitted to be taken by it in good faith in accordance with the
direction of the Holders of a majority in principal amount of the Outstanding
Securities of any series, relating to the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred upon the Trustee, under this Indenture with respect to the
Securities of such series; and

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

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

        SECTION 602. Notice of Defaults.

         Within 90 days after the occurrence of any default hereunder with
respect to the Securities of any series, the Trustee shall transmit by mail to
all Holders of Securities of such series entitled to receive reports pursuant to
Section 703(c), notice of 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 (and premium, if any)
or interest on any Security of such series or in the payment of any sinking fund
installment with respect to Securities of such series, the Trustee shall be
protected in withholding such notice if and so long as a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determine
that the withholding of such notice is in the interests of the Holders of
Securities and coupons of such series; and provided, further, that in the case
of any default of the character specified in Section 501(4) with respect to
Securities of such series, no such notice to Holders shall be given until at
least 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 Securities of such
series.


                                       34
<PAGE>
        SECTION 603. Certain Rights of Trustee.

        Except as otherwise provided in Section 601:

                (a) the Trustee may conclusively rely and shall be fully
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 (whether in its
original or facsimile form) reasonably 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 (other
than delivery of any Security to the Trustee for authentication and delivery
pursuant to Section 303 which shall be sufficiently evidenced as provided
therein) 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,
conclusively rely upon an Officers' Certificate;

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

                (f) the Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture or other paper or document, but the Trustee, in its discretion, may
make such further inquiry or investigation into such facts or matters as it may
see fit, and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Company, personally or by agent or attorney at the sole cost of the
Issuer and shall incur no liability of any kind solely by reason of such
inquiry or investigation;

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



                                       35
<PAGE>
                (h) in no event shall the Trustee be responsible or liable for
special, indirect, or consequential loss or damage of any kind whatsoever
(including, but not limited to, loss of profit) irrespective of whether the
Trustee has been advised of the likelihood of such loss or damage and regardless
of the form of action;

                (i) the Trustee shall not be deemed to have notice of any Event
of Default unless a Responsible Officer of the Trustee has actual knowledge
thereof or unless written notice of any event which is in fact such a default is
received by the Trustee at the Corporate Trust Office of the Trustee, and such
notice references the Securities and this Indenture;

                (j) the rights, privileges, protections, immunities and benefits
given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each
of its capacities hereunder, and each agent, custodian and other Person employed
to act hereunder; and

                (k) the Trustee may request that the Company deliver an
Officers' Certificate setting forth the names of individuals and/or titles of
officers authorized at such time to take specified actions pursuant to this
Indenture, which Officers' Certificate may be signed by any person authorized to
sign an Officers' Certificate, including any person specified as so authorized
in any such certificate previously delivered and not superseded.

        SECTION 604. Not Responsible for Recitals or Issuance of Securities.

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

        SECTION 605. May Hold Securities.

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

        SECTION 606. Money Held in Trust.

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

        SECTION 607. Compensation and Reimbursement.

        The Company agrees



                                       36
<PAGE>
                (1) to pay to the Trustee from time to time such compensation as
the parties shall agree to in writing from time to time for all services
rendered by it hereunder (which compensation shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust);

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

                (3) to indemnify each of the Trustee, any predecessor Trustee
and their respective agents for, and to hold them harmless against, any and all
loss, liability, claim, damage or expense (including taxes other than taxes
based on the income of the Trustee) incurred without negligence, bad faith or
willful misconduct on their part, arising out of or in connection with the
acceptance or administration of the trust or trusts hereunder, including the
costs and expenses of defending themselves against any claim or liability in
connection with the exercise or performance of any of their powers or duties
hereunder.

                As security for the performance of the obligations of the
Company under this Section the Trustee shall have a lien prior to the Securities
of any series upon all property and funds held or collected by the Trustee as
such, except funds held in trust for the payment of principal of (or premium, if
any) or interest on Securities.  The benefits of this Section shall survive
termination of this Indenture and resignation or removal of the Trustee.

        SECTION 608. Corporate Trustee Required; Eligibility.

        There shall at all times be a Trustee hereunder that is a corporation
(or other person permitted to so act by the Commission) permitted by the Trust
Indenture Act to act as trustee under an indenture qualified under the Trust
Indenture Act and that has a combined capital and surplus (computed in
accordance with Section 310(a)(2) of the Trust Indenture Act) of at least
$50,000,000. If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section or Section 310(a)(5) of the Trust Indenture
Act, it shall resign immediately in the manner and with the effect hereinafter
specified in this Article.

        SECTION 609. 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 610.

               (b) The Trustee may resign at any time with respect to the
Securities of one or more series giving written notice thereof to the Company.
If the instrument of acceptance by a successor Trustee required by Section 610
shall not have been delivered to the Trustee within 30 days after the giving of
such notice of resignation, the resigning Trustee may at the expense of the
Company petition any court of competent jurisdiction for the appointment of a
successor Trustee with respect to such series.



                                       37
<PAGE>
               (c) The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal amount
of the Outstanding Securities of such series, delivered to the Trustee and to
the Company. If the instrument of acceptance by a successor Trustee required by
Section 610 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of removal, the resigning Trustee may at the expense
of the Company petition any court of competent jurisdiction for the appointment
of a successor Trustee with respect to such series.

               (d) If at any time:

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

                        (2) the Trustee shall cease to be eligible under Section
608 and shall fail to resign after written request therefor by the Company or by
any such Holder of a Security, 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 Securities or the Securities of such series, or (ii)
subject to Section 315(e) of the Trust Indenture Act, any Holder of a Security
who has been a bona fide Holder of a 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 with respect to
all Securities of such series and the appointment of a successor Trustee or
Trustees.

                (e) If the Trustee shall resign, be removed or become incapable
of acting, or if a vacancy shall occur in the office of Trustee for any cause,
with respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and shall comply with the
applicable requirements of Section 610. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
610, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the Company. If
no successor Trustee with respect to the Securities of any series shall have
been so appointed by the Company or the Holders of Securities and accepted
appointment in the manner required by Section 610, any Holder of a Security who
has been a bona fide Holder of a Security of such series for at least six months



                                       38
<PAGE>
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.

                (f) The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series
by mailing written notice of such event by first-class mail, postage prepaid, to
the Holders of Registered Securities, if any, of such series as their names and
addresses appear in the Security Register and, if Securities of such series are
issued as Bearer Securities, by publishing notice of such event once in an
Authorized Newspaper in each Place of Payment located outside the United States.
Each notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office.

        SECTION 610. Acceptance of Appointment by Successor.

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

                (b) In case of the appointment hereunder of a successor Trustee
with respect to the Securities of one or more (but not all) series, the Company,
the retiring Trustee and each successor Trustee with respect to the Securities
of one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust, that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee and that no Trustee shall be responsible for any notice
given to, or received by, or any act or failure to act on the part of any other
Trustee hereunder, and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein, such retiring Trustee shall with
respect to the Securities of that or those series to which the appointment of
such successor


                                       39
<PAGE>
Trustee relates have no further responsibility for the exercise of rights and
powers or for the performance of the duties and obligations vested in the
Trustee under this Indenture other than as hereinafter expressly set forth, and
each such successor Trustee without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates; but, on request of the Company or
any successor Trustee, such retiring Trustee shall duly assign, transfer and
deliver to such successor Trustee, to the extent contemplated by such
supplemental indenture, the property and money held by such retiring Trustee
hereunder with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates.

               (c) Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts referred
to in paragraph (a) or (b) of this 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 611. Merger, Conversion, Consolidation or Succession to
Business.

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

        SECTION 612. Appointment of Authenticating Agent.

        The Trustee may appoint an Authenticating Agent or Agents with respect
to one or more series of Securities which shall be authorized to act on behalf
of the Trustee to authenticate Securities of such series issued upon original
issue or exchange, registration of transfer or partial redemption thereof or
pursuant to Section 306, and Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States, any State thereof or the
District of Columbia, authorized under such laws to act as Authenticating Agent,
having a combined capital and surplus of not less than $50,000,000 and subject
to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes


                                       40
<PAGE>
reports of condition at least annually, pursuant to law or to the requirements
of said supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such Authenticating Agent shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time an Authenticating Agent shall
cease to be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section.

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

        An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall (i) mail written notice
of such appointment by first-class mail, postage prepaid, to all Holders of
Registered Securities, if any, of the series with respect to which such
Authenticating Agent will serve, as their names and addresses appear in the
Security Register, and (ii) if Securities of the series are issued as Bearer
Securities, publish notice of such appointment at least once in an Authorized
Newspaper in the place where such successor Authenticating Agent has its
principal office if such office is located outside the United States. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

        The Company agrees to pay each Authenticating Agent from time to time
reasonable compensation for its services under this Section, and to the extent
the Trustee makes such payments, the Trustee shall be entitled to be reimbursed
for such payments, subject to the provisions of Section 607.

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

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

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


                                       41
<PAGE>
                                                THE BANK OF NEW YORK,
                                                   as Trustee


        Dated:...........................       By: ............................
                                                       As Authenticating Agent


                                                By: ............................
                                                       Authorized Signatory



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

                                 ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

        SECTION 701. Company to Furnish Trustee Names and Addresses of Holders.

        The Company will furnish or cause to be furnished to the Trustee

               (a) semi-annually, not later than fifteen days after the Regular
Record Date for interest for each series of Securities, a list, in such form as
the Trustee may reasonably require, of the names and addresses of the Holders of
Registered Securities of such series as of such Regular Record Date, or if there
is no Regular Record Date for interest for such series of Securities,
semi-annually, upon such dates as are set forth in the Board Resolution or
indenture supplemental hereto authorizing such series, and

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

provided, however, that, so long as the Trustee is the Security Registrar, no
such list shall be required to be furnished.

        SECTION 702. Preservation of Information; Communications to Holders.

        The Trustee shall comply with the obligations imposed upon it pursuant
to Section 312 of the Trust Indenture Act.



                                       42
<PAGE>
        Every Holder of Securities or coupons, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company, the
Trustee, any Paying Agent or any Security Registrar shall be held accountable by
reason of the disclosure of any information as to the names and addresses of the
Holders of Securities in accordance with Section 312 of the Trust Indenture Act,
regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any material pursuant
to a request made under Section 312(b) of the Trust Indenture Act.

        SECTION 703. Reports by Trustee.

               (a) Within 60 days after May 15 of each year commencing with the
first May 15 following the first issuance of Securities pursuant to Section 301,
if required by Section 313(a) of the Trust Indenture Act, the Trustee shall
transmit, pursuant to Section 313(c) of the Trust Indenture Act, a brief report
dated as of such May 15 with respect to any of the events specified in said
Section 313(a) which may have occurred since the later of the immediately
preceding May 15 and the date of this Indenture.

               (b) The Trustee shall transmit the reports required by Section
313(b) of the Trust Indenture Act at the times specified therein.

               (c) Reports pursuant to this Section shall be transmitted in the
manner and to the Persons required by Sections 313(c) and 313(d) of the Trust
Indenture Act. The Company will notify the Trustee when any series of Securities
are listed on any securities exchange.

        SECTION 704. Reports by Company.

        The Company shall:

               (1) file with the Trustee, within 30 days after the Company is
required to file the same with the Commission, copies of the annual reports and
of the information, documents and other reports (or copies of such portions of
any of the foregoing as the Commission may from time to time by rules and
regulations prescribe) which the Company may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934; or, if the Company is not required to file information, documents
or reports pursuant to either of said sections, then it shall file with the
Commission, in accordance with rules and regulations prescribed from time to
time by the Commission, such of the supplementary and periodic information,
documents and reports which may be required pursuant to Section 13 of the
Securities Exchange Act of 1934 in respect of a security listed and registered
on a national securities exchange as may be prescribed from time to time in such
rules and regulations and shall file a copy thereof with the Trustee within 30
days after such supplementary and periodic information, documents and reports
would have been required to be filed with the Commission;

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


                                       43
<PAGE>
                (3) transmit within 30 days after the filing thereof with the
Trustee, in the manner and to the extent provided in Section 703(c) with respect
to reports pursuant to Section 703(a), such summaries of any information,
documents and reports required to be filed by the Company pursuant to paragraphs
(1) and (2) of this Section as may be required by rules and regulations
prescribed from time to time by the Commission.

                (4) Delivery of such reports, information and documents to the
Trustee is for informational purposes only and the Trustee's receipt of such
shall not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

                                 ARTICLE EIGHT

                CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE

        SECTION 801. Consolidations and Mergers of Company and Sales, Leases and
Conveyances Permitted Subject to Certain Conditions.

        The Company may consolidate with, or sell, lease or convey all or
substantially all of its assets to, or merge with or into any other corporation,
provided that in any such case, (i) either the Company shall be the continuing
corporation, or the successor corporation shall be a corporation organized and
existing under the laws of the United States or a State thereof and such
successor corporation shall expressly assume the due and punctual payment of the
principal of (and premium, if any) and any interest on all the Securities,
according to their tenor, and the due and punctual performance and observance of
all of the covenants and conditions of this Indenture to be performed by the
Company by supplemental indenture satisfactory to the Trustee, executed and
delivered to a Responsible Officer of the Trustee by such corporation, and (ii)
the Company or such successor corporation, as the case may be, shall not,
immediately after such merger or consolidation, or such sale, lease or
conveyance, be in default in the performance of any such covenant or condition.

        SECTION 802. Rights and Duties of Successor Corporation.

        In case of any such consolidation, merger, sale, lease or conveyance and
upon any such assumption by the successor corporation, such successor
corporation shall succeed to and be substituted for the Company, with the same
effect as if it had been named herein as the party of the first part, and the
predecessor corporation, except in the event of a lease, shall be relieved of
any further obligation under this Indenture and the Securities and coupons. Such
successor corporation thereupon may cause to be signed, and may issue either in
its own name or in the name of the Company, any or all of the Securities and
coupons issuable hereunder which theretofore shall not have been signed by the
Company and delivered to the Trustee; and, upon the order of such successor
corporation, instead of the Company, and subject to all the terms, conditions
and limitations in this Indenture prescribed, the Trustee shall authenticate and
shall deliver any Securities and coupons which previously shall have been signed
and delivered by the officers of the Company to the Trustee for authentication,
and any Securities or coupons which such successor corporation thereafter shall
cause to be signed and delivered to the Trustee for that purpose. All the
Securities and coupons so issued shall in all respects have the same legal


                                       44
<PAGE>
rank and benefit under this Indenture as the Securities and
coupons theretofore or thereafter issued in accordance with the terms of this
Indenture as though all of such Securities and coupons had been issued at the
date of the execution hereof.

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

        SECTION 803. Officers' Certificate and Opinion of Counsel.

        The Trustee, subject to the provisions of Sections 601 and 603, shall be
provided with an Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any such consolidation, merger, sale, lease or conveyance, and any
such assumption, complies with the provisions of this Article.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

        SECTION 901. Supplemental Indentures without Consent of Holders.

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

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

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

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

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

                (5) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities of one or more
series and to add to or change any of the provisions of this Indenture as shall
be necessary to provide for or facilitate


                                       45
<PAGE>
the administration of the trusts hereunder by more than one Trustee, pursuant to
the requirements of Section 610 (b); or

                (6) 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 the provisions
of this Indenture which shall not adversely affect the interest of the Holders
of Securities of any series or any related coupons in any material respect; or

                (7) to add to, delete from or revise the conditions, limitations
and restrictions on the authorized amount, terms or purposes of issue,
authentication and delivery of Securities, as herein set forth.

        SECTION 902. Supplemental Indentures with Consent of Holders.

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

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

                (2) reduce the percentage in principal amount of the Outstanding
Securities of any series, the consent of whose Holders is required for any such
supplemental indenture, or the consent of whose Holders is required for any
waiver (of compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences) provided for in this Indenture, or
reduce the requirements of Section 1504 for quorum or voting, or

                (3) modify any of the provisions of this Section, or Section
513, except to increase any such percentage or to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent of
the Holder of each Outstanding Security affected thereby.




                                       46
<PAGE>
        A supplemental indenture which changes or eliminates any covenant or
other provision of this Indenture which has expressly been included solely for
the benefit of one or more particular series of Securities, or which modifies
the rights of the Holders of Securities of such series with respect to such
covenant or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

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

        SECTION 903. Execution of Supplemental Indentures.

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

        SECTION 904. Effect of Supplemental Indentures.

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

        SECTION 905. Conformity with Trust Indenture Act.

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

        SECTION 906. Reference in Securities to Supplemental Indentures.

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



                                       47
<PAGE>
                                  ARTICLE TEN

                                    COVENANTS

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

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

        SECTION 1002. Maintenance of Office or Agency.

        The Company will maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series (but not Bearer
Securities, except as otherwise provided below, unless such Place of Payment is
located outside the United States) may be presented or surrendered for payment,
where Securities of that series may be surrendered for registration of transfer
or exchange and where notices and demands to or upon the Company in respect of
the Securities of that series and this Indenture may be served. If Securities of
a series are issuable as Bearer Securities, the Company will maintain, subject
to any laws or regulations applicable thereto, an office or agency in a Place of
Payment for such series which is located outside the United States where
Securities of such series and the related coupons may be presented and
surrendered for payment (including payment of any Additional Amounts payable on
Securities of such series pursuant to Section 1004); provided, however, that if
the Securities of such series are listed on The Stock Exchange of the United
Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange or any
other stock exchange located outside the United States and such stock exchange
shall so require, the Company will maintain a Paying Agent in London, Luxembourg
or any other required city located outside the United States, as the case may
be, so long as the Securities of such series are listed on such exchange. The
Company will give prompt written notice to a Responsible Officer of 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, except that Bearer Securities of that
series and the related coupons may be presented and surrendered for payment
(including payment of any Additional Amounts payable on Bearer Securities of
that series pursuant to Section 1004) at the place specified for the purpose
pursuant to Section 301, and the Company hereby appoints the Trustee as its
agent to receive all such presentations, surrenders, notices and demands.

        Except as otherwise provided in the form of Bearer Security of any
particular series pursuant to the provisions of this Indenture, no payment of
principal, premium or interest on Bearer Securities shall be made at any office
or agency of the Company in the United States or by check mailed to any address
in the United States or by transfer to an account maintained with a bank located
in the United States; provided, however, payment of principal of and any


                                       48
<PAGE>
premium and interest in Dollars on any Bearer Security may be made at the
Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of
New York if (but only if) payment of the full amount of such principal, premium
or interest at all offices outside the United States maintained for the purpose
by the Company in accordance with this Indenture is illegal or effectively
precluded by exchange controls or other similar restrictions.

        The Company may also from time to time designate one or more other
offices or agencies where the Securities of one or more series may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office
or agency in each Place of Payment for Securities of any series for such
purposes. The Company will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other
office or agency. Unless otherwise set forth in a Board Resolution or indenture
supplemental hereto with respect to a series of Securities, the Company hereby
designates as the Place of Payment for each series of Securities the Borough of
Manhattan, The City of New York, and initially appoints the Trustee at its
Corporate Trust Office as the Company's office or agency for each of such
purposes in such City.

        SECTION 1003. Money for Securities Payments to be Held in Trust.

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

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

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


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

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


                                       49
<PAGE>
                (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.

        Except as otherwise provided in the form of Securities of any particular
series pursuant to the provisions of this Indenture, any money deposited with
the Trustee or any Paying Agent, or then held by the Company, in trust for the
payment of the principal of (and premium, if any) or interest on any Security of
any series and remaining unclaimed for two years after such principal (and
premium, if any) or interest has become due and payable shall be paid to the
Company on Company Request, or (if then held by the Company) shall be discharged
from such trust; and the Holder of such Security or any coupon appertaining
thereto shall thereafter, as an unsecured general creditor, look only to the
Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease; provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in an Authorized Newspaper in
each Place of Payment or to be mailed to Holders of Registered Securities, or
both, notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such publication
or mailing, any unclaimed balance of such money then remaining will be repaid to
the Company.

        SECTION 1004. Additional Amounts.

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

        If the Securities of a series provide for the payment of Additional
Amounts, at least 10 days prior to the first Interest Payment Date with respect
to that series of Securities (or if the Securities of that series will not bear
interest prior to Maturity, the first day on which a payment of principal (and
premium, if any) is made), and at least 10 days prior to each date of payment of
principal (and premium, if any) or interest if there has been any change with
respect to the

                                       50
<PAGE>
matters set forth in the below-mentioned Officers' Certificate, the Company will
furnish the Trustee and the Company's principal Paying Agent or Paying Agents,
if other than the Trustee, with an Officers' Certificate instructing the Trustee
and such Paying Agent or Paying Agents whether such payment of principal (and
premium, if any) or interest on the Securities of that series shall be made to
Holders of Securities of that series or the related coupons who are United
States Aliens without withholding for or on account of any tax, assessment or
other governmental charge described in the Securities of that Series. If any
such withholding shall be required, then such Officers' Certificate shall
specify by country the amount, if any, required to be withheld on such payments
to such Holders of Securities or coupons and the Company will pay to the Trustee
or such Paying Agent the Additional Amounts required by this Section. The
Company covenants to indemnify the Trustee and any Paying Agent for, and to hold
them harmless against, any loss, liability or expense reasonably incurred
without negligence, bad faith or intentional misconduct on their part arising
out of or in connection with actions taken or omitted by any of them in reliance
on any Officers' Certificate furnished pursuant to this Section.

        SECTION 1005. Statement as to Compliance.

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

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

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

        SECTION 1006. Waiver of Certain Covenants.

        The Company may omit in any particular instance to comply with any term,
provision or condition set forth in Sections 1004 to 1005, inclusive, with
respect to the Securities of any series if before the time for such compliance
the Holders of at least a majority in principal amount of the Outstanding
Securities of such series shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such term,
provision or condition, but no such waiver shall extend to or affect such term,
provision or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such term, provision or condition shall remain in
full force and effect.


        SECTION 1007.  Statement by Officers as to Default.

        The Company shall deliver to the Trustee, as soon as practicable and in
any event within five days after the Company becomes aware of the occurance of
any Event of Default or an


                                       51
<PAGE>
event which, with notice or the lapse of time or both, would constitute an Event
of Default, an Officers' Certificate setting forth the details of such Event of
Default and the action which the Company proposes to take with respect thereto.

                                 ARTICLE ELEVEN

                               NEGATIVE COVENANTS

        SECTION 1101. Limitations on Mortgages

        Nothing in this Indenture or in any 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 create or assume any Mortgages upon any receivable or other
asset or any interest it may have therein or of or upon any stock or
indebtedness of any Subsidiary, whether now owned or hereafter acquired (all
property and assets, tangible or intangible, real, personal or mixed, of
whatsoever kind or description, being referred to herein as "property"), without
effectively providing that any 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 such series of 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
provision shall not apply to:

        (a) Any Mortgage created by the Company or a Subsidiary to secure all or
part of the purchase price of any property (or to refund or refinance all or
part of such purchase price within 12 months of the acquisition of such
property) or to secure a loan made to enable the Company or a Subsidiary to
acquire the property described in such Mortgage; provided, however, that (i)
such Mortgage shall not encumber any other Property of the Company or a
Subsidiary (other than property constituting substitutions or replacements for,
or accessions to, property which is encumbered pursuant to after-acquired
property provisions of the agreements in accordance with which such Mortgages
were granted) and (ii) the principal amount of the indebtedness secured by any
such Mortgage, together with all other indebtedness secured by a Mortgage on
such property, shall not exceed the purchase price of such property;

        (b) Any Mortgage existing on any property at the time of the acquisition
thereof by the Company or a Subsidiary whether or not assumed by the Company or
a Subsidiary, any Mortgage on any property acquired or constructed by the
Company or a Subsidiary and created not later than 12 months after (i) such
acquisition or completion of such construction or (ii) commencement of full
operation of such property, whichever is later, and any Mortgage on any property
with respect to which the Company or a Subsidiary has made additions,
substantial repairs, alterations or improvements and created not later than 12
months after completion of such additions, repairs, alterations or improvements;
provided, however, that (A) the principal amount of the indebtedness secured by
such Mortgage, together with all other indebtedness secured by a Mortgage on
such property, shall not exceed the purchase price of the property acquired, the
cost of the property constructed and/or the costs of such additions, repairs,
alterations or improvements and (B) such Mortgage does not extend to or cover
any property other than such property acquired, constructed, repaired, altered
and/or improved (other than property constituting substitutions or replacements
for, or accessions to, property which


                                       52
<PAGE>
is encumbered pursuant to after-acquired property provisions of the agreements
in accordance with which such Mortgages were granted);

        (c) Any Mortgage created or assumed by the Company or a Subsidiary on
any contract for the sale of any product or service or any rights thereunder or
any proceeds therefrom, including accounts and other receivables, related to the
operation or use of any property acquired or constructed by the Company or a
Subsidiary and created not later than 12 months after (i) such acquisition or
completion of such construction or (ii) commencement of full operation of such
property, whichever is later;

        (d) Any Mortgage existing on any property of an entity at the time it is
acquired by the Company or any of its Subsidiaries, whether through merger,
consolidation, purchase of assets or otherwise; provided, however, that such
Mortgage does not extend to any other property of the Company or any of its
Subsidiaries (other than property constituting substitutions or replacements
for, or accessions to, property which is encumbered pursuant to after-acquired
property provisions of the agreements in accordance with which such Mortgages
were granted);

        (e) Mechanic's or materialmen's liens or any lien or charge arising by
reason of pledges or deposits to secure payment of workmen's compensation or
other insurance, good faith deposits in connection with tenders or leases of
real estate, bids or contracts, deposits to secure public or statutory
obligations, deposits to secure or in lieu of surety, stay or appeal bonds and
deposits as security for the payment of taxes or assessments or other similar
charges, and Mortgages arising in connection with statutory or contractual
set-off provisions granted or arising in the ordinary course of business;

        (f) Any Mortgage arising by reason of deposits with or the giving of any
form of security to any governmental agency or any body created or approved by
law or governmental regulation for any purpose at any time as required by law or
governmental regulation as a condition to the transaction of any business or the
exercise of any privilege or license, or to enable the Company or a Subsidiary
to maintain self-insurance or to participate in any fund for liability on any
insurance risks or in connection with workmen's compensation, unemployment
insurance, old age pensions or other social security or to share in the
privileges or benefits required for companies participating in such
arrangements;

        (g) The right reserved to, or vested in, any municipality or
governmental or other public authority or railroad by the terms of any right,
power, franchise, grant, license, permit, or by any provision of law, to
terminate or to require annual or other periodic payments as a condition to the
continuance of such right, power, franchise, grant, license or permit;

        (h) Mortgages for taxes, assessments and governmental charges which are
not at the time delinquent or which are being contested in good faith by
appropriate proceedings by the Company or a Subsidiary;

        (i) Mortgages due to zoning, planning and environmental laws and
ordinances and governmental regulations; minor defects or irregularities in or
encumbrances on the titles to properties which in the aggregate do not
materially impair the use of the property of the Company and its Subsidiaries,
taken as a whole, for the purposes for which it is held in the operation of the
business of the Company and its Subsidiaries; easements, exceptions or


                                       53
<PAGE>
reservations in any property of the Company or a Subsidiary granted or reserved
for the purpose of pipelines, roads, telecommunication equipment and cable,
streets, alleys, highways, railroad purposes, the removal of oil, gas, coal or
other minerals or timber, and other like purposes, or for the joint or common
use of real property, facilities and equipment, which do not materially impair
the use of the property of the Company and its Subsidiaries, taken as a whole,
for the purposes for which it is held in the operation of the business of the
Company and its Subsidiaries, or materially detract from the value of the
property subject thereto;

        (j) Mortgages securing any obligation incurred in connection with the
rendering of a final judgment or award the execution of which has been stayed or
which has been appealed and secured, if necessary, by the filing of an appeal
bond and the claims secured thereby are being contested in good faith by
appropriate proceedings;

        (k) Mortgages incidental to the conduct of the business of the Company
or its Subsidiaries or the ownership of the property of the Company and its
Subsidiaries (including warehousemen's liens, attorneys' liens, operator's
liens, brokers' liens, landlords' liens and liens granted in favor of
partnerships or joint ventures or the participants therein) which were not
incurred in connection with the borrowing of money (or as full or partial
payment for property) or the obtaining of advances or credit (other than trade
credit, including margin accounts with brokerage firms), and which do not
materially interfere with the conduct of the business of the Company and of its
Subsidiaries taken as a whole;

        (l) Mortgages on property of any Subsidiary to secure obligations of
such Subsidiary to the Company or to another Subsidiary; provided, however, that
the obligations secured by such Mortgages may not be assigned, sold or otherwise
transferred to a Person other than the Company or a Subsidiary unless such
Mortgage would otherwise be permitted to be granted to such Person under another
exception in this Section;

        (m) Mortgages on current assets of the Company or any Subsidiary created
to secure indebtedness and letter of credit reimbursement obligations incurred
in connection with the extension of working capital financing;

        (n) Any Mortgage on any property of the Company or any Subsidiary
existing at the date of this Indenture (or property constituting substitutions
or replacements for, or accessions to, property which is encumbered pursuant to
after-acquired property provisions of the agreements in accordance with which
such Mortgages were granted);

        (o) Mortgages (which may include customary after-acquired property
provisions relating to substitutions or replacements for, or accessions to, the
property encumbered thereby) incurred in connection with the borrowing of funds
if, within 120 days following the date of such borrowing, such funds are
utilized to repay indebtedness in the same (or greater) principal amount secured
by other Mortgages (other than Mortgages referred to in clause (m) above) on
property of the Company or any Subsidiary having a fair market value (as
determined by the chief financial officer of the Company) at least equal to the
fair market value of the property which secures the new Mortgage;

        (p) Mortgages incurred within 90 days (or any longer period, not in
excess of one year, as permitted by law) after acquisition of the property
subject to such Mortgage arising



                                       54
<PAGE>
solely in connection with the transfer of tax benefits in accordance with any
Code provisions similar to former Section 168(f) (8) of the Code;

        (q) Mortgages on cash, cash equivalents and other account holdings
securing derivative obligations; provided that the aggregate amount of assets
subject to such Mortgages shall at no time exceed $200,000,000;

        (r) Any renewal, refunding or extension of maturity, in whole or in
part, of any Mortgage created or assumed in accordance with the provisions of
subdivision (a),(b),(c),(d),(l),(m),(n),(o) or (p) above; provided, however,
that the principal amount of the indebtedness secured by such renewal Mortgage,
refunding Mortgage or extended Mortgage shall not exceed the principal amount of
the indebtedness secured by the Mortgage to be renewed, refunded or extended
outstanding at the time of such renewal, refunding or extension; provided,
further, that in the case of any revolving credit or similar facility which
allows the Company or any Subsidiary to borrow any money thereunder immediately
prior to the time of such renewal, refunding or extension of maturity, the
principal amount of indebtedness secured by the renewal Mortgage, refunding
Mortgage or extended Mortgage shall not exceed the maximum stated amount which
could be borrowed under such facility immediately prior to such renewal,
refunding or extension (without regard to any borrowing base, collateral value,
debt to equity, debt service or other provisions then purporting to limit any
borrowings thereunder); and in any case the lien of such renewal Mortgage,
refunding Mortgage or extended Mortgage shall be limited to the same property
(or property constituting substitutions or replacements for, or accessions to,
property which is encumbered pursuant to after-acquired property provisions of
the agreements in accordance with which such Mortgages were granted) that
secured the Mortgage so renewed, refunded or extended; and

        (s) Mortgages not otherwise permitted by any of the foregoing provisions
securing debt in an aggregate principal or face amount at any date not to exceed
10% of the Consolidated Net Tangible Assets of the Company and its Subsidiaries.

        SECTION 1102. Limitations on Sale and Leaseback Transactions

        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
Principal Property which 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), and with respect to which the funds have been or are to be
advanced by such Person on the security of the leased Principal Property (in
this Article Eleven called "Sale and Leaseback Transactions") unless either:

        (i) the Company or such Subsidiary would be entitled, pursuant to
Section 1101, to incur indebtedness secured by a Mortgage on the Principal
Property to be leased, without equally and ratably securing the Securities, or

        (ii) the Company during or immediately after the expiration of 120 days
after the effective date of such Sale and Leaseback Transaction (whether made by
the Company or a Subsidiary) applies an amount equal to the value of such Sale
and Leaseback Transaction (A) to


                                       55
<PAGE>
the purchase of other property that will constitute Principal Property or (B) to
the voluntary retirement of Funded Debt; provided, however, that the amount to
be applied to the retirement of Funded Debt shall be reduced by (A) the
principal amount of Securities delivered, within 120-days after the effective
date of such Sale and Leaseback Transaction, to the Trustee for retirement and
cancellation and (B) the principal amount of other Funded Debt voluntarily
retired by the Company within such 120-day period, excluding retirements of
Securities and other Funded Debt pursuant to mandatory sinking fund or
prepayment provisions or by payment at maturity.

        For purposes of this Section 1102, the term "value" shall mean, with
respect to a Sale and Leaseback 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 Leaseback Transaction or (2) the
fair value in the opinion of the chief financial officer, Vice President,
Finance or Treasurer of the Company of such property at the time of entering
into such Sale and Leaseback 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. For purposes
of this Section 1102, the term "Principal Property" shall mean any refinery or
refinery- related asset, distribution facility or other real property of the
Company or any of its Subsidiaries which has a net book value exceeding 2.5% of
Consolidated Net Tangible Assets, but not including (1) any property which in
the opinion of the Company is not material to the total business conducted by
the Company as an entirety or (2) any portion of a particular property which is
similarly found not to be material to the use or operation of such property.

        Notwithstanding this Section 1102, the Company and any Subsidiary may
enter into Sale and Leaseback Transactions in an aggregate principal amount at
any date not to exceed, together with the aggregate outstanding principal or
face amount of all indebtedness of the Company and its subsidiaries secured by
Mortgages permitted as a result of clause (s) of Section 1101, 10% of the
Consolidated Net Tangible Assets of the Company and its subsidiaries.

                                 ARTICLE TWELVE

                            REDEMPTION OF SECURITIES

        SECTION 1201. Applicability of Article.

        Redemption of Securities of any series at the option of the Company as
permitted or required by the terms of such Securities shall be made in
accordance with the terms of such Securities and this Article.

        SECTION 1202. Election to Redeem; Notice to Trustee.

        The election of the Company to redeem any Securities shall be evidenced
by a Company Order. In case of any redemption at the election of the Company of
less than all of the Securities of any series with the same issue date, interest
rate and Stated Maturity, the Company shall, at least 60 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date and of
the principal amount of Securities of such series to be redeemed.



                                       56
<PAGE>
        SECTION 1203. Selection by Trustee of Securities to be Redeemed.

        If less than all the Securities of any series with the same issue date,
interest rate and Stated Maturity are to be redeemed, the particular Securities
to be redeemed shall be selected not more than 60 days prior to the Redemption
Date by the Trustee, from the Outstanding Securities of such series not
previously called for redemption, by such method as the Trustee shall deem
appropriate and which may provide for the selection for redemption of portions
of the principal amount of Registered Securities of such series; provided,
however, that no such partial redemption shall reduce the portion of the
principal amount of a Registered Security of such series not redeemed to less
than the minimum denomination for a Security of that series established pursuant
to Section 302.

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

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

        SECTION 1204. Notice of Redemption.

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

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

        All notices of redemption shall include the Cusip Number, if any, and
shall state:

                (1) the Redemption Date,

                (2) the Redemption Price,

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

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



                                       57
<PAGE>
                (5) that on the Redemption Date the Redemption Price will become
due and payable upon each such Security to be redeemed, and, if applicable, that
interest thereon shall cease to accrue on and after said date,

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

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

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

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

        SECTION 1205. Deposit of Redemption Price.

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

        SECTION 1206. Securities Payable on Redemption Date.

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

        If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant coupons maturing after the Redemption Date, such
Security may be paid after deducting from the Redemption Price an amount equal
to the face amount of all such missing coupons, or the surrender of such missing
coupon or coupons may be waived by the Company



                                       58
<PAGE>
and the Trustee if there be furnished to them such security or indemnity as they
may require to save each of them and any Paying Agent harmless. If thereafter
the Holder of such Security shall surrender to the Trustee or any Paying Agent
any such missing coupon in respect of which a deduction shall have been made
from the Redemption Price, such Holder shall be entitled to receive the amount
so deducted; provided, however, that interest represented by coupons shall be
payable only upon presentation and surrender of those coupons at an office or
agency located outside of the United States except as otherwise provided in
Section 1002.

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

        SECTION 1207. Securities Redeemed in Part.

        Any Registered Security which is to be redeemed only in part shall be
surrendered at any office or agency of the Company maintained for that purpose
pursuant to Section 1002 (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing) and the Company shall execute and the Trustee shall
authenticate and deliver to the Holder of such Security without service charge,
a new Registered Security or Securities of the same series, containing identical
terms and provisions, of any authorized denomination as requested by such Holder
in aggregate principal amount equal to and in exchange for the unredeemed
portion of the principal of the Security so surrendered. If a Security in global
form is so surrendered, the Company shall execute, and the Trustee shall
authenticate and deliver to the U.S. Depository or other depository for such
Security in global form as shall be specified in the Company Order with respect
thereto to the Trustee, without service charge, a new Security in global form in
a denomination equal to and in exchange for the unredeemed portion of the
principal of the Security in global form so surrendered.

                                ARTICLE THIRTEEN

                                  SINKING FUNDS

        SECTION 1301. Applicability of Article.

        The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of a series, except as otherwise permitted or
required by any form of Security of such series issued pursuant to this
Indenture.

        The minimum amount of any sinking fund payment provided for by the terms
of Securities of any series is herein referred to as a "mandatory sinking fund
payment", and any payment in excess of such minimum amount provided for by the
terms of Securities of such series is herein referred to as an "optional sinking
fund payment". If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 1302. Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of Securities of such
series.

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        SECTION 1302. Satisfaction of Sinking Fund Payments with Securities.

        The Company may, in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of such series to be made pursuant to the
terms of such Securities as provided for by the terms of such series, (1)
deliver Outstanding Securities of such series (other than any of such Securities
previously called for redemption or any of such Securities in respect of which
cash shall have been released to the Company), together in the case of any
Bearer Securities of such series with all unmatured coupons appertaining
thereto, and (2) apply as a credit Securities of such series which have been
redeemed either at the election of the Company pursuant to the terms of such
series of Securities or through the application of permitted optional sinking
fund payments pursuant to the terms of such Securities, provided that such
series of Securities have not been previously so credited. Such Securities shall
be received and credited for such purpose by the Trustee at the Redemption Price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.
If as a result of the delivery or credit of Securities of any series in lieu of
cash payments pursuant to this Section 1302, the principal amount of Securities
of such series to be redeemed in order to exhaust the aforesaid cash payment
shall be less than $100,000, the Trustee need not call Securities of such series
for redemption, except upon Company Request, and such cash payment shall be held
by the Trustee or a Paying Agent and applied to the next succeeding sinking fund
payment, provided, however, that the Trustee or such Paying Agent shall at the
request of the Company from time to time pay over and deliver to the Company any
cash payment so being held by the Trustee or such Paying Agent upon delivery by
the Company to the Trustee of Securities of that series purchased by the Company
having an unpaid principal amount equal to the cash payment requested to be
released to the Company.

        SECTION 1303. Redemption of Securities for Sinking Fund.

        Not less than 60 days prior to each sinking fund payment date for any
series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing mandatory sinking fund
payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and crediting of
Securities of that series pursuant to Section 1302, and the optional amount, if
any, to be added in cash to the next ensuing mandatory sinking fund payment, and
will also deliver to the Trustee any Securities to be so credited and not
theretofore delivered. If such Officers' Certificate shall specify an optional
amount to be added in cash to the next ensuing mandatory sinking fund payment,
the Company shall thereupon be obligated to pay the amount therein specified.
Not less than 30 days before each such sinking fund payment date the Trustee
shall select the Securities to be redeemed upon such sinking fund payment date
in the manner specified in Section 1203 and cause notice of the redemption
thereof to be given in the name of and at the expense of the Company in the
manner provided in Section 1204. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1206 and 1207.



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                                ARTICLE FOURTEEN

                       REPAYMENT AT THE OPTION OF HOLDERS

        SECTION 1401. Applicability of Article.

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

                                ARTICLE FIFTEEN

                        MEETINGS OF HOLDERS OF SECURITIES

        SECTION 1501. Purposes for Which Meetings May Be Called.

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

        SECTION 1502. Call, Notice and Place of Meetings.

                (a) The Trustee may at any time call a meeting of Holders of
Securities of any series for any purpose specified in Section 1501, to be held
at such time and at such place in the Borough of Manhattan, The City of New
York, or as the Trustee shall determine. Notice of every meeting of Holders of
Securities of any series, setting forth the time and the place of such meeting
and in general terms the action proposed to be taken at such meeting, shall be
given, in the manner provided in Section 106, not less than 21 nor more than 180
days prior to the date fixed for the meeting.

                (b) In case at any time the Company, pursuant to a Board
Resolution, or the Holders of at least 25% in principal amount of the
Outstanding Securities of any series shall have requested the Trustee to call a
meeting of the Holders of Securities of such series for any purpose specified in
Section 1501, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee shall not have made the
first publication of




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the notice of such meeting within 21 days after receipt of such request or shall
not thereafter proceed to cause the meeting to be held as provided herein, then
the Company or the Holders of Securities of such series in the amount above
specified, as the case may be, may determine the time and the place in the
Borough of Manhattan, The City of New York, or in London for such meeting and
may call such meeting for such purposes by giving notice thereof as provided in
subsection (a) of this Section.

        SECTION 1503. Persons Entitled to Vote at Meetings.

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

        SECTION 1504. Quorum; Action.

        The Persons entitled to vote a majority in principal amount of the
Outstanding Securities of a series shall constitute a quorum for a meeting of
Holders of Securities of such series; provided, however, that if any action is
to be taken at such meeting with respect to a consent or waiver which this
Indenture expressly provides may be given by the Holders of a specified
percentage in aggregate principal amount of the Outstanding Securities of a
series that is less or greater than a majority in principal amount of the
Outstanding Securities of such series, then, with respect to such action (and
only such action) the Persons entitled to vote such lesser or greater percentage
in principal amount of the Outstanding Securities of such series shall
constitute a quorum. In the absence of a quorum within 30 minutes of the time
appointed for any such meeting, the meeting shall, if convened at the request of
Holders of Securities of such series, be dissolved. In any other case the
meeting may be adjourned for a period of not less than 10 days as determined by
the chairman of the meeting prior to the adjournment of such meeting. In the
absence of a quorum at any such adjourned meeting, such adjourned meeting may be
further adjourned for a period of not less than 10 days as determined by the
chairman of the meeting prior to the adjournment of such adjourned meeting.
Notice of the reconvening of any adjourned meeting shall be given as provided in
Section 1502(a), except that such notice need be given only once not less than
five days prior to the date on which the meeting is scheduled to be reconvened.
Notice of the reconvening of an adjourned meeting shall state expressly the
percentage, as provided above, of the principal amount of the Outstanding
Securities of such series which shall constitute a quorum.

        Except as limited by the proviso to Section 902, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum is
present as aforesaid may be adopted only by the affirmative vote of the Holders
of a majority in principal amount of the Outstanding Securities of that series;
provided, however, that, except as limited by the proviso to Section 902, any
resolution with respect to any consent or waiver which this Indenture expressly
provides may be given by the Holders of not less than 66-2/3% in principal
amount of the Outstanding Securities of a series may be adopted at a meeting or
an adjourned meeting duly convened and at which a quorum is present as aforesaid
only by the affirmative vote of the Holders of 66-2/3% in



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principal amount of the Outstanding Securities of that series; and provided,
further, that, except as limited by the proviso to Section 902, any resolution
with respect to any request, demand, authorization, direction, notice, consent,
waiver or other action which this Indenture expressly provides may be made,
given or taken by the Holders of a specified percentage, which is less than a
majority, in principal amount of the Outstanding Securities of a series may be
adopted at a meeting or an adjourned meeting duly reconvened and at which a
quorum is present as aforesaid by the affirmative vote of the Holders of such
specified percentage in principal amount of the Outstanding Securities of that
series.

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

        SECTION 1505. Determination of Voting Rights; Conduct and Adjournment of
Meetings.

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

                (b) The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company or by Holders of Securities as provided in Section 1502(b), in which
case the Company or the Holders of Securities of the series calling the meeting,
as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by
vote of the Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting.

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

                (d) Any meeting of Holders of Securities of any series duly
called pursuant to Section 1502 at which a quorum is present may be adjourned
from time to time by Persons



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

        SECTION 1506. Counting Votes and Recording Action of Meetings.

        The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in triplicate of all votes cast at the meeting. A record, at least in
triplicate, of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 1502 and, if
applicable, Section 1504. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

                                ARTICLE SIXTEEN

                            MISCELLANEOUS PROVISIONS

        SECTION 1601. Securities in Foreign Currencies.

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

                                    * * * * *

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



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

                                          VALERO ENERGY CORPORATION



                                       By: /s/ Michael S. Ciskowski
                                          -----------------------------------
                                          Michael S. Ciskowski
                                          Executive Vice President and
                                          Chief Financial Officer

        Attest:

        /s/ Jay D. Browning
        -------------------------------
        Jay D. Browning
        Vice President and
        Corporate Secretary



                                       THE BANK OF NEW YORK,
                                            as Trustee


                                       By: /s/ Remo J. Reale
                                          -----------------------------------
                                       Name:  Remo J. Reale
                                       Title: Vice President


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