<PAGE>

                                                                     EXHIBIT 4.2
                                                                     -----------







                             STILWELL FINANCIAL INC.


                          SUBORDINATED DEBT SECURITIES



                          ____________________________

                                    INDENTURE

                          Dated as of ________________

                          ____________________________



                            THE CHASE MANHATTAN BANK
                                     Trustee
<PAGE>

                              CROSS REFERENCE TABLE
    Reconciliation and tie between Trust Indenture Act of 1939 and Indenture

<TABLE>
<CAPTION>
Trust Indenture Act Section                                    Indenture Section
---------------------------                                    -----------------
<S>                                                            <C>
       (s) 310 (a)(1)                                           607(a)
               (a)(2)                                           607(a)
               (b)                                              607(b), 608
       (s) 312 (c)                                              701
       (s) 314 (a)                                              703
               (a)(4)                                           1005
               (c)(1)                                           102
               (c)(2)                                           102
               (e)                                              102
       (s) 315 (b)                                              601
       (s) 316 (a)(last sentence)                               101
               (a)(1)(A)                                        502, 512
               (a)(1)(B)                                        513
               (b)                                              508
       (s) 317 (a)(1)                                           503
               (a)(2)                                           504
       (s) 318 (a)                                              111
               (c)                                              111
</TABLE>



________________________

NOTE:     This cross-reference table shall not, for any purpose, be deemed to be
          a part of the Indenture.
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                             Page
                                                                                             ----

                                             ARTICLE ONE

                       DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

     <S>                                                                                       <C>
     SECTION 101. Definitions................................................................   1
     SECTION 102. Compliance Certificates and Opinions.......................................   9
     SECTION 103. Form of Documents Delivered to Trustee.....................................  10
     SECTION 104. Acts of Holders............................................................  11
     SECTION 105. Notices, etc., to Trustee and Company......................................  12
     SECTION 106. Notice to Holders; Waiver..................................................  12
     SECTION 107. Effect of Headings and Table of Contents...................................  13
     SECTION 108. Successors and Assigns.....................................................  13
     SECTION 109. Separability Clause........................................................  13
     SECTION 110. Benefits of Indenture......................................................  14
     SECTION 111. Governing Law..............................................................  14
     SECTION 112. Legal Holidays.............................................................  14

                                             ARTICLE TWO

                                           SECURITIES FORMS

     SECTION 201. Forms of Securities........................................................  14
     SECTION 202. Form of Trustee's Certificate of Authentication............................  15
     SECTION 203. Securities Issuable in Global Form.........................................  15

                                            ARTICLE THREE

                                           THE SECURITIES

     SECTION 301. Amount Unlimited; Issuable in Series.......................................  16
     SECTION 302. Denominations..............................................................  19
     SECTION 303. Execution, Authentication, Delivery and Dating.............................  20
     SECTION 304. Temporary Securities.......................................................  22
     SECTION 305. Registration, Registration of Transfer and Exchange........................  24
     SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities...........................  27
     SECTION 307. Payment of Interest; Interest Rights Preserved; Optional Interest Reset....  28
     SECTION 308. Optional Extension of Maturity.............................................  31
     SECTION 309. Persons Deemed Owners......................................................  32
     SECTION 310. Cancellation...............................................................  32
     SECTION 311. Computation of Interest....................................................  33
     SECTION 312. Currency and Manner of Payments in Respect of Securities...................  33
     SECTION 313. Appointment and Resignation of Successor Exchange Rate Agent...............  36
</TABLE>
<PAGE>

<TABLE>
<S>                                                                                          <C>
     SECTION 314. CUSIP Numbers.................................................................  37

                                              ARTICLE FOUR

                                       SATISFACTION AND DISCHARGE

     SECTION 401. Satisfaction and Discharge of Indenture.......................................  37
     SECTION 402. Application of Trust Funds....................................................  38

                                              ARTICLE FIVE

                                                REMEDIES

     SECTION 501. Events of Default.............................................................  38
     SECTION 502. Acceleration of Maturity; Rescission and Annulment............................  40
     SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee...............  41
     SECTION 504. Trustee May File Proofs of Claim..............................................  41
     SECTION 505. Trustee May Enforce Claims Without Possession of Securities or Coupons........  42
     SECTION 506. Application of Money Collected................................................  42
     SECTION 507. Limitation on Suits...........................................................  43
     SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and Interest.....  43
     SECTION 509. Restoration of Rights and Remedies............................................  44
     SECTION 510. Rights and Remedies Cumulative................................................  44
     SECTION 511. Delay or Omission Not Waiver..................................................  44
     SECTION 512. Control by Holders of Securities..............................................  44
     SECTION 513. Waiver of Past Defaults.......................................................  44
     SECTION 514. Waiver of Stay or Extension Laws..............................................  45

                                               ARTICLE SIX

                                               THE TRUSTEE

     SECTION 601. Notice of Defaults............................................................  45
     SECTION 602. Certain Rights of Trustee.....................................................  45
     SECTION 603. Not Responsible for Recitals or Issuance of Securities........................  47
     SECTION 604. May Hold Securities...........................................................  47
     SECTION 605. Money Held in Trust...........................................................  47
     SECTION 606. Compensation and Reimbursement................................................  47
     SECTION 607. Corporate Trustee Required; Eligibility.......................................  48
     SECTION 608. Resignation and Removal; Appointment of Successor.............................  48
     SECTION 609. Acceptance of Appointment by Successor........................................  49
     SECTION 610. Merger, Conversion, Consolidation or Succession to Business...................  50
     SECTION 611. Appointment of Authenticating Agent...........................................  51
</TABLE>

                                      ii
<PAGE>

<TABLE>
<CAPTION>
                                     ARTICLE SEVEN

                   HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

     <S>                                                                         <C>
     SECTION 701. Disclosure of Names and Addresses of Holders.................  52
     SECTION 702. Reports by Trustee...........................................  53
     SECTION 703. Reports by Company...........................................  53
     SECTION 704. Calculation of Original Issue Discount.......................  53

                                     ARTICLE EIGHT

                     CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

     SECTION 801. Company May Consolidate, Etc., Only on Certain Terms.........  53
     SECTION 802. Successor Person Substituted.................................  54

                                     ARTICLE NINE

                                SUPPLEMENTAL INDENTURES

     SECTION 901. Supplemental Indentures Without Consent of Holders...........  54
     SECTION 902. Supplemental Indentures with Consent of Holders..............  56
     SECTION 903. Execution of Supplemental Indentures.........................  57
     SECTION 904. Effect of Supplemental Indentures............................  57
     SECTION 905. Conformity with Trust Indenture Act..........................  57
     SECTION 906. Reference in Securities to Supplemental Indentures...........  57
     SECTION 907. Effect on Senior Indebtedness................................  58

                                      ARTICLE TEN

                                       COVENANTS

     SECTION 1001. Payment of Principal, Premium and Interest..................  58
     SECTION 1002. Maintenance of Office or Agency.............................  58
     SECTION 1003. Money for Securities Payments to Be Held in Trust...........  60
     SECTION 1004. Additional Amounts..........................................  60
     SECTION 1005. Statement as to Compliance..................................  61
     SECTION 1006. Waiver of Certain Covenants.................................  62

                                    ARTICLE ELEVEN

                               REDEMPTION OF SECURITIES

     SECTION 1101. Applicability of Article....................................  62
     SECTION 1102. Election to Redeem; Notice to Trustee.......................  62
     SECTION 1103. Selection by Trustee of Securities to Be Redeemed...........  62
     SECTION 1104. Notice of Redemption........................................  63
     SECTION 1105. Deposit of Redemption Price.................................  64
</TABLE>

                                      iii
<PAGE>

<TABLE>
    <S>                                                                                                              <C>
    SECTION 1106. Securities Payable on Redemption Date............................................................  64
    SECTION 1107. Securities Redeemed in Part......................................................................  65

                                                      ARTICLE TWELVE

                                                       SINKING FUNDS

    SECTION 1201. Applicability of Article.........................................................................  65
    SECTION 1202. Satisfaction of Sinking Fund Payments with Securities............................................  66
    SECTION 1203. Redemption of Securities for Sinking Fund........................................................  66

                                                     ARTICLE THIRTEEN

                                            REPAYMENT AT THE OPTION OF HOLDERS

    SECTION 1301. Applicability of Article.........................................................................  66
    SECTION 1302. Repayment of Securities..........................................................................  66
    SECTION 1303. Exercise of Option...............................................................................  67
    SECTION 1304. When Securities Presented for Repayment Become Due and Payable...................................  67
    SECTION 1305. Securities Repaid in Part........................................................................  68

                                                     ARTICLE FOURTEEN

                                            DEFEASANCE AND COVENANT DEFEASANCE

    SECTION 1401. Applicability of Article; Company's Option to Effect Defeasance or Covenant Defeasance...........  68
    SECTION 1402. Defeasance and Discharge.........................................................................  69
    SECTION 1403. Covenant Defeasance..............................................................................  69
    SECTION 1404. Conditions to Defeasance or Covenant Defeasance..................................................  70
    SECTION 1405. Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions...  71
    SECTION 1406. Reinstatement....................................................................................  72

                                                      ARTICLE FIFTEEN

                                             MEETINGS OF HOLDERS OF SECURITIES

    SECTION 1501. Purposes for Which Meetings May Be Called........................................................  73
    SECTION 1502. Call, Notice and Place of Meetings...............................................................  73
    SECTION 1503. Persons Entitled to Vote at Meetings.............................................................  73
    SECTION 1504. Quorum; Action...................................................................................  73
    SECTION 1505. Determination of Voting Rights; Conduct and Adjournment of Meetings..............................  75
    SECTION 1506. Counting Votes and Recording Action of Meetings..................................................  75
</TABLE>

                       (This is page iv of Exhibit 4.2)
<PAGE>

<TABLE>
<CAPTION>
                                                     ARTICLE SIXTEEN

                                               SUBORDINATION OF SECURITIES

     <S>                                                                                                          <C>
     SECTION 1601. Agreement to Subordinate......................................................................  76
     SECTION 1602. Distribution on Dissolution, Liquidation and Reorganization; Subrogation of Securities........  76
     SECTION 1603. No Payment on Securities in Event of Default on Senior Indebtedness...........................  78
     SECTION 1604. Payments on Securities Permitted..............................................................  78
     SECTION 1605. Authorization of Holders to Trustee to Effect Subordination...................................  78
     SECTION 1606. Notices to Trustee............................................................................  78
     SECTION 1607. Trustee as Holder of Senior Indebtedness......................................................  79
     SECTION 1608. Modifications of Terms of Senior Indebtedness.................................................  79
     SECTION 1609. Reliance on Judicial Order or Certificate of Liquidating Agent................................  79
</TABLE>

ACKNOWLEDGMENTS
EXHIBIT A - FORMS OF CERTIFICATION

                                       V
<PAGE>

                  INDENTURE, dated as of      , between Stilwell Financial Inc.,
a Delaware corporation (the "Company"), having its principal office at 920 Main
                             -------
Street, 21/st/ Floor, Kansas City, Missouri 64105, and The Chase Manhattan Bank,
a New York banking corporation (the "Trustee"), having its Corporate Trust
                                     -------
Office at 450 West 33/rd/ Street, New York, New York 10001.

                             RECITALS OF THE COMPANY

                  WHEREAS, the Company has duly authorized the execution and
delivery of this Indenture to provide for the issuance from time to time of its
subordinated debt securities (the "Securities"), issuable as provided in this
                                   ----------
Indenture, and all things necessary to make this Indenture a valid agreement of
the Company, in accordance with its terms, have been done; and

                  WHEREAS, this Indenture will be subject to, and governed by,
the provisions of the Trust Indenture Act of 1939, as amended, that are required
to be part of this Indenture and shall, to the extent applicable, be governed by
such provisions.

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

                  Each party agrees as follows for the benefit of the other
party and for the equal and ratable benefit of the Holders of the Company's
Securities and coupons:

                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

                  SECTION 101. Definitions. For all purposes of this Indenture,
except as otherwise expressly provided or unless the context otherwise requires:

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

                  (2) all other terms used herein which are defined in the Trust
         Indenture Act, either directly or by reference therein, have the
         meanings assigned to them therein, and the terms "cash transaction" and
         "self-liquidating paper," as used in TIA Section 311, shall have the
         meanings assigned to them in the rules of the Commission adopted under
         the Trust Indenture Act;

                  (3) all accounting terms not otherwise defined herein have the
         meanings assigned to them in accordance with generally accepted
         accounting principles;

                  (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; and

                  (5) certain terms, used principally in Article Three, Article
         Five, Article Six and Article Ten, are defined in those Articles.
<PAGE>

                  "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 by or pursuant to a Board Resolution, under
circumstances specified therein, to be paid by the Company in respect of certain
taxes imposed on certain Holders and which are owing to such Holders.

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

                  "Authenticating Agent" means any authenticating agent
                   --------------------
appointed by the Trustee pursuant to Section 611.

                  "Authorized Newspaper" means a newspaper, in the English
                   --------------------
language or in an official language of the country of publication, customarily
published on each Business Day, whether or not such newspaper is also published
on Saturdays, Sundays or holidays, and of general circulation in each place in
connection with which the term is used or in the financial community of each
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, on any Business
Day.

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

                  "Board of Directors" means the board of directors of the
                   ------------------
Company, the executive committee or any committee of that board duly authorized
to act hereunder.

                  "Board Resolution" means a copy of a resolution that is
                   ----------------
delivered to the Trustee, 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.

                  "Business Day," when used with respect to any Place of Payment
                   -------------
or any other particular location referred to in this Indenture or in the
Securities, means, unless otherwise specified with respect to any Securities
pursuant to Section 301, each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in that Place of Payment or
particular location are authorized or obligated by law or executive order to
close.

                  "Capital Stock" means, with respect to any corporation, any
                   -------------
and all shares, interests, rights to purchase, warrants, options, participations
or other equivalents of or interests in (however designated) stock issued by
that corporation.

                  "Clearstream" means Clearstream Banking, societe anonyme, and
                   -----------
any successor thereto.

                                       2
<PAGE>

                  "Commission" means the U.S. Securities and Exchange
                   ----------
Commission.

                  "Company" means the Person named as the "Company" in the first
                   -------
paragraph of this Indenture until a successor replaces it pursuant to the
applicable provisions of this Indenture and, thereafter, "Company" shall mean
such successor or successors. The foregoing sentence shall likewise apply to any
subsequent such successor or successors.

                  "Company Request" and "Company Order" means a written request
                   ---------------       -------------

or order signed in the name of the Company by any two Officers.

                  "Conversion Date" has the meaning specified in Section 312(d).
                   ---------------

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

                  "Corporate Trust Office" means the principal office of the
                   ----------------------
Trustee at which at any time its corporate trust business shall be administered,
which office at the date hereof is located at 450 West 33/rd/ Street, New York,
New York 10001, Attention: Institutional Trust Services, or such other address
as the Trustee may designate from time to time by notice to the Holders and the
Company, or the principal corporate trust office of any successor Trustee (or
such other address as a successor Trustee may designate from time to time by
notice to the Holders and the Company).

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

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

                  "Currency" means any currency or currencies, composite
                   --------
currency or currency unit or currency units, including, without limitation, the
ECU, issued by the government of one or more countries or by any reorganized
confederation or association of such governments.

                  "Default" means any event which is, or after notice or passage
                   -------
of time or both would be, an Event of Default.

                  "Defaulted Interest" has the meaning specified in Section
                   ------------------
307(a).

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

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

                  "Election Date" has the meaning specified in Section 312(h).
                   -------------

                                       3
<PAGE>

                  "Euroclear" means Morgan Guaranty Trust Company of New York,
                   ---------
Brussels Office, as operator of the Euroclear System, and any successor thereto.

                  "European Communities" means the European Union, the European
                   --------------------
Coal and Steel Community and the European Atomic Energy Community.

                  "European Monetary System" means the European Monetary System
                   ------------------------
established by the Resolution of December 5, 1978 of the Council of the European
Communities.

                  "Event of Default" has the meaning specified in Article Five.
                   ----------------

                  "Exchange Rate Agent," with respect to Securities of any
                   -------------------
series, means, unless otherwise specified with respect to any Securities
pursuant to Section 301, a New York clearing house bank designated pursuant to
Section 301 or Section 313.

                  "Exchange Rate Officer's Certificate" means a certificate
                   -----------------------------------
setting forth (i) the applicable Market Exchange Rate or the applicable bid
quotation and (ii) the Dollar or Foreign Currency amounts of principal (and
premium, if any) and interest, if any (on an aggregate basis and on the basis of
a Security having the lowest denomination principal amount determined in
accordance with Section 302 in the relevant currency or currency unit), payable
with respect to a Security of any series on the basis of such Market Exchange
Rate or the applicable bid quotation signed by any Officer of the Company.

                  "Foreign Currency" means any Currency, including, without
                   ----------------
limitation, the ECU, issued by the government of one or more countries other
than the United States or by any recognized confederation or association of such
governments.

                  "Government Obligations" means securities which are (i) direct
                   ----------------------
obligations of the United States or the government which issued the Foreign
Currency in which the Securities of a particular series are payable, for the
payment of which its full faith and credit is pledged or (ii) obligations of a
Person controlled or supervised by and acting as an agency or instrumentality of
the United States or such government which issued the Foreign Currency in which
the Securities of such series are payable, the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States or such other government, which, in either case, are not callable or
redeemable at the option of the issuer thereof, and shall also include a
depository receipt issued by a bank or trust company as custodian with respect
to any such Government Obligation or a specific payment of interest on or
principal of any such Government Obligation held by such custodian for the
account of the holder of a depository receipt; provided that (except as required
                                               --------
by law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depository receipt from any amount received by the
custodian in respect of the Government Obligation or the specific payment of
interest on or principal of the Government Obligation evidenced by such
depository receipt.

                  "Holder" means, in the case of a Registered Security, the
                   ------
Person in whose name a 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, shall mean the bearer thereof.

                                       4
<PAGE>

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

                  "Indexed Security" means a Security as to which all or certain
                   ----------------
interest payments and/or the principal amount payable at Maturity are determined
by reference to prices, changes in prices, or differences between prices, of
securities, Currencies, intangibles, goods, articles or commodities or by such
other objective price, economic or other measures as are specified pursuant to
Section 301 hereof.

                  "interest," when used with respect to an Original Issue
                   ---------
Discount Security which by its terms bears interest only after Maturity, shall
mean 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," when used with respect to any
                   ----------------------
Security, means the Stated Maturity of an installment of interest on such
Security.

                  "Market Exchange Rate" means, unless otherwise specified with
                   --------------------
respect to any Securities pursuant to Section 301, (i) for any conversion
involving a Currency unit on the one hand and Dollars or any Foreign Currency on
the other, the exchange rate between the relevant Currency unit and Dollars or
such Foreign Currency calculated by the method specified pursuant to Section 301
for the Securities of the relevant series, (ii) for any conversion of Dollars
into any Foreign Currency, the noon buying rate for such Foreign Currency for
cable transfers quoted in New York City as certified for customs purposes by the
Federal Reserve Bank of New York and (iii) for any conversion of one Foreign
Currency into Dollars or another Foreign Currency, the spot rate at noon local
time in the relevant market at which, in accordance with normal banking
procedures, the Dollars or Foreign Currency into which conversion is being made
could be purchased with the Foreign Currency from which conversion is being made
from major banks located in either New York City, London or any other principal
market for Dollars or such purchased Foreign Currency, in each case determined
by the Exchange Rate Agent. Unless otherwise specified with respect to any
Securities pursuant to Section 301, in the event of the unavailability of any of
the exchange rates provided for in the foregoing clauses (i), (ii) and (iii),
the Exchange Rate Agent shall use, in its sole discretion and without liability
on its part, such quotation of the Federal Reserve Bank of New York as of the
most recent available date, or quotations from one or more major banks in New
York City, London or other principal market for such currency or currency unit
in question, or such other quotations as the Exchange Rate Agent shall deem
appropriate. Unless otherwise specified by the Exchange Rate Agent, if there is
more than one market for dealing in any Currency or Currency unit by reason of
foreign exchange regulations or otherwise, the market to be used in respect of
such currency or currency unit shall be that upon which a nonresident issuer of
securities designated in such Currency or Currency unit would purchase such
Currency or Currency unit in order to make payments in respect of such
securities.

                                       5
<PAGE>

                  "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, notice of
option to elect repayment, notice of exchange or conversion, or otherwise.

                  "Officer" means the Chairman of the Board, the Vice Chairman,
                   -------
the Chief Executive Officer, the President, any Executive Vice President, any
Senior Vice President, any Vice President, the Treasurer or the Secretary or any
Assistant Treasurer or Assistant Secretary of the Company.

                  "Officers' Certificate" means a written certificate signed in
                   ---------------------
the name of the Company by any two Officers, and delivered to the Trustee.

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

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

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

                  (i)   Securities cancelled by the Trustee or delivered to the
         Trustee for cancellation pursuant to the terms of this Indenture;

                  (ii)  Securities, or portions thereof, for whose payment or
         redemption or repayment at the option of the Holder 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
         appertaining thereto, provided that, if such Securities are to be
                               --------
         redeemed, notice of such redemption has been duly given pursuant to
         this Indenture or provision therefore satisfactory to the Trustee has
         been made;

                  (iii) Securities, except to the extent provided in Sections
         1402 and 1403, with respect to which the Company has effected
         defeasance and/or covenant defeasance as provided in Article Fourteen;
         and

                  (iv)  Securities which have been paid pursuant to Section 306,
         or Securities which have been exchanged for other Securities which 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 protected purchaser (as defined in the Uniform Commercial Code) in
         whose hands such Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
--------  -------
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice,

                                       6
<PAGE>

consent or waiver hereunder or are present at a meeting of Holders for quorum
purposes, and for the purpose of making the calculations required by TIA Section
313, (i) the principal amount of an Original Issue Discount Security that may be
counted in making such determination or calculation and that shall be deemed to
be Outstanding for such purpose shall be equal to the amount of principal
thereof that would be (or shall have been declared to be) due and payable, at
the time of such determination, upon a declaration of acceleration of the
Maturity thereof pursuant to Section 502, (ii) the principal amount of any
Security denominated in a Foreign Currency that may be counted in making such
determination or calculation and that shall be deemed Outstanding for such
purpose shall be equal to the Dollar equivalent, determined as of the date such
Security is originally issued by the Company as set forth in an Exchange Rate
Officer's Certificate delivered to the Trustee, of the principal amount (or, in
the case of an Original Issue Discount Security or Indexed Security, the Dollar
equivalent as of such date of original issuance of the amount determined as
provided in clause (i) above or (iii) below, respectively) of such Security,
(iii) the principal amount of any Indexed Security that may be counted in making
such determination or calculation and that shall be deemed outstanding for such
purpose shall be equal to the principal face amount of such Indexed Security at
original issuance, unless otherwise provided with respect to such Security
pursuant to Section 301, and (iv) Securities owned by the Company, or any other
obligor upon the Securities, or any Affiliate of the Company or of such other
obligor, shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in making such calculation or
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 of such
other obligor.

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

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

                  "Place of Payment," when used with respect to the Securities
                   -----------------
of any series, means the place or places where the principal of (and premium, if
any) and interest, if any, on such Securities are payable as specified and as
contemplated by or pursuant to Sections 301 and 1002.

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

                                       7
<PAGE>

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

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

                  "Registered Security" shall mean any Security which is
                   -------------------
registered in the Security Register.

                  "Regular Record Date" for the interest payable on any Interest
                   -------------------
Payment Date on the Registered Securities of any series means the date specified
for that purpose as contemplated by Section 301, whether or not a Business Day.

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

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

                  "Responsible Officer," when used with respect to the Trustee,
                   --------------------
means any officer of the Trustee with direct responsibility for the
administration of this Indenture 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.

                  "Security" or "Securities" has the meaning stated in the
                   --------      ----------
recitals of this Indenture and, more particularly, means any Security or
Securities of any series authenticated and delivered under this Indenture.

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

                  "Senior Indebtedness" means the principal of (and premium, if
                   -------------------
any) and unpaid interest on (a) indebtedness of the Company (including
indebtedness of others guaranteed by the Company), whether outstanding on the
date hereof or thereafter created, incurred, assumed or guaranteed, for money
borrowed, unless in the instrument creating or evidencing the same or pursuant
to which the same is outstanding it is provided that such indebtedness is not
senior or prior in right of payment to the Securities, and (b) renewals,
extensions, modifications and refundings of any such indebtedness.

                  "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 thereon is due and payable, as such date may be extended
pursuant to the provisions of Section 308.

                                       8
<PAGE>

                  "Trust Indenture Act" or "TIA" means the Trust Indenture Act
                   -------------------      ---
of 1939 as in force at the date as of which this Indenture was executed, except
as provided in Section 905; provided, however, that in the event the Trust
Indenture Act is amended after such date, "Trust Indenture Act" or "TIA" means,
to the extent required by any such amendment, the Trust Indenture Act of 1939 as
so amended.

                  "Trustee" means the Person named as the "Trustee" in the first
                   -------
paragraph of this Indenture until a successor replaces it pursuant to the
applicable provisions of this Indenture and, thereafter, shall mean such
successor. The foregoing sentence shall likewise apply to any subsequent such
successor or successors.

                  "United States" means, unless otherwise specified with respect
                   -------------
to any Securities pursuant to Section 301, the United States of America
(including the states and the District of Columbia), its territories, its
possessions and other areas subject to its jurisdiction.

                  "United States person" means, unless otherwise specified with
                   --------------------
respect to any Securities pursuant to Section 301, an individual who is a
citizen or resident of the United States, a corporation, partnership or other
entity created or organized in or under the laws of the United States or an
estate or trust the income of which is subject to United States federal income
taxation regardless of its source.

                  "Valuation Date" has the meaning specified in Section 312(c).
                   --------------

                  "Yield to Maturity" means the yield to maturity, computed at
                   -----------------
the time of issuance of a Security (or, if applicable, at the most recent
redetermination of interest on such Security) and as set forth in such Security
in accordance with generally accepted United States bond yield computation
principles.

                  SECTION 102. Compliance Certificates and Opinions. (a) 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 such
action is authorized or permitted by this Indenture and that all such conditions
precedent, if any, have been complied with; and, except in the case of any such
application or request as to which the furnishing of 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.

                  (b) Every certificate or opinion with respect to compliance
with a condition or covenant provided for in this Indenture (other than pursuant
to Section 1005) 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;

                  (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;

                                       9
<PAGE>

                  (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. (a) 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 as 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.

                  (b) Any certificate or opinion of an officer of the Company
may be based, insofar as it relates to legal matters, upon an Opinion of
Counsel, or a certificate or representations by counsel. Any such Opinion of
Counsel or certificate or representations 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 as to such
factual matters is in the possession of the Company.

                  (c) 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.

                                       10
<PAGE>

                  SECTION 104. Acts of Holders. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Holders of the Outstanding Securities of
all series or one or more series, as the case may be, may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Holders in person or by agents duly appointed in writing. If Securities of
a series are issuable as Bearer Securities, any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Holders 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
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
or 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 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.

                  (b) The fact and date of the execution of any such instrument
or writing, or the authority of the Person executing the same, may be proved in
any manner that the Trustee deems reasonably sufficient.

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

                  (d) The ownership of Bearer Securities may be proved by the
production of such Bearer Securities or by a certificate executed, as
depositary, by any trust company, bank, banker or other depositary, wherever
situated, if such certificate shall be deemed by the Trustee to be satisfactory,
showing that at the date therein mentioned such Person had on deposit with such
depositary, or exhibited to it, the Bearer Securities therein described; or such
facts may be proved by the certificate or affidavit of the Person holding such
Bearer Securities, if such certificate or affidavit is deemed by the Trustee to
be satisfactory. The Trustee and the Company may assume that such ownership of
any Bearer Security continues until (1) another certificate or affidavit bearing
a later date issued in respect of the same Bearer Security is produced, or (2)
such Bearer Security is produced to the Trustee by some other Person, or (3)
such Bearer Security is surrendered in exchange for a Registered Security, or
(4) such Bearer Security is no longer Outstanding. The ownership of Bearer
Securities may also be proved in any other manner that the Trustee deems
sufficient.

                  (e) If the Company shall solicit from the Holders of
Registered Securities any request, demand, authorization, direction, notice,
consent, waiver or other Act, the Company may, at its option, in or pursuant to
a Board Resolution, fix in advance a record date for the determination of
Holders entitled to give such request, demand, authorization, direction, notice,

                                       11
<PAGE>

consent, waiver or other Act, but the Company shall have no obligation to do so.
Notwithstanding TIA Section 316(c), such record date shall be the record date
specified in or pursuant to such Board Resolution, which shall be a date not
earlier than the date 30 days prior to the first solicitation of Holders
generally in connection therewith and not later than the date such solicitation
is completed. 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 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 on such
record date shall be deemed effective unless it shall become effective pursuant
to the provisions of this Indenture not later than eleven months after the
record date.

                  (f) Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Holder of any Security shall bind every
future Holder of the same Security and the Holder of every Security issued upon
the registration of transfer thereof or in exchange therefore or in lieu thereof
in respect of anything done, omitted or suffered to be done by the Trustee, any
Security Registrar, any Paying Agent, any Authenticating 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, first-class postage
         prepaid, to the Company addressed to it at the address of its principal
         office specified in the first paragraph of this Indenture or at any
         other address previously furnished in writing to the Trustee by the
         Company.

                  SECTION 106. Notice to Holders; Waiver. (a) Where this
Indenture provides for notice of any event to Holders of Registered Securities
by the Company or the Trustee, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if in writing and mailed, first-class
postage prepaid, to each such Holder 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. 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 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. Any notice mailed to a
Holder in the manner herein prescribed shall be

                                       12
<PAGE>

conclusively deemed to have been received by such Holder, whether or not such
Holder actually receives such notice.

                  (b) If by reason of the suspension of or irregularities in
regular mail service or by reason of any other cause it shall be impracticable
to give such notice by mail, then such notification to Holders of Registered
Securities as shall be made in a manner approved by the Trustee shall constitute
a sufficient notification to such Holders for every purpose hereunder.

                  (c) Except as otherwise expressly provided herein or otherwise
specified with respect to any Securities pursuant to Section 301, where this
Indenture provides for notice to Holders of Bearer Securities of any event, such
notice shall be sufficiently given if published in an Authorized Newspaper in
The City of New York and in such other city or cities as may be specified in
such Securities on a Business Day, such publication to be not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice. Any such notice shall be deemed to have been given on the date
of such publication or, if published more than once, on the date of the first
such publication.

                  (d) If 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 in a manner approved by of the Trustee, which notice shall constitute
sufficient notice to such Holders for every purpose hereunder. Neither the
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 such notice with respect to other Holders of Bearer Securities or
the sufficiency of any notice to Holders of Registered Securities given as
provided herein.

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

                  (f) 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 deemed the
equivalent of notice given. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

                  SECTION 107. 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 108. Successors and Assigns. All covenants and
agreements in this Indenture by the Company shall bind its successors and
assigns, whether so expressed or not.

                  SECTION 109. Separability Clause. In case any provision in
this Indenture or in any Security or coupon 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.

                                       13
<PAGE>

                  SECTION 110. Benefits of Indenture. Nothing in this Indenture
or in the Securities or coupons, express or implied, shall give to any Person
(including any Security Registrar, any Paying Agent, any Authenticating Agent
and their successors hereunder), other than the parties hereto, any benefit or
any legal or equitable right, remedy or claim under this Indenture.

                  SECTION 111. Governing Law. This Indenture and the Securities
and coupons shall be governed by and construed in accordance with the law of the
State of New York, without regard to principles of conflicts of laws. This
Indenture is subject to the provisions of the Trust Indenture Act that are
required to be part of this Indenture and shall, to the extent applicable, be
governed by such provisions.

                  SECTION 112. Legal Holidays. In any case where any Interest
Payment Date, Redemption Date, Repayment Date, sinking fund payment date, Stated
Maturity or Maturity of any Security shall not be a Business Day at any Place of
Payment, then (notwithstanding any other provision of this Indenture or any
Security or coupon, other than a provision in the Securities of any series
established pursuant to Section 301 hereof which specifically states that such
provision shall apply in lieu of this Section), payment of principal (or
premium, if any) or interest, if any, need not be made at such Place of Payment
on such date, but may be made on the next succeeding Business Day at such Place
of Payment with the same force and effect as if made on the Interest Payment
Date, Redemption Date, Repayment Date or sinking fund payment date, or at the
Stated Maturity or Maturity; provided that no interest shall accrue on the
                             --------
amount so paid for the period from and after such Interest Payment Date,
Redemption Date, Repayment Date, sinking fund payment date, Stated Maturity or
Maturity, as the case may be.

                                   ARTICLE TWO

                                SECURITIES FORMS

                  SECTION 201. Forms of Securities. The Registered Securities,
if any, of each series and the Bearer Securities, if any, of each series and the
related coupons shall be in substantially the forms as shall be established in
one or more indentures supplemental hereto or approved from time to time by or
pursuant to a Board Resolution in accordance with Section 301, shall have such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture or any indenture supplemental hereto,
and may have such letters, numbers or other marks of identification or
designation and such legends or endorsements placed thereon as the Company may
deem appropriate and as are not inconsistent with the provisions of this
Indenture, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any stock
exchange on which the Securities may be listed, or to conform to usage.

                  Unless otherwise specified as contemplated by Section 301,
Bearer Securities shall have 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

                                       14
<PAGE>

borders, or may be produced in any other manner, all as determined by the
Officers executing such Securities or coupons, as evidenced by their execution
of such Securities or coupons.

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

                  SECTION 202. Form of Trustee's Certificate of Authentication.
Subject to Section 611, the Trustee's certificate of authentication shall be in
substantially the following form:

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

                                                   THE CHASE MANHATTAN BANK,
                                                        as Trustee



                                                   By _________________________

                                                        Authorized Officer


                  SECTION 203. Securities Issuable in Global Form. If Securities
of a series are issuable in global form, as specified and contemplated by
Section 301, then, notwithstanding clause (8) of Section 301 and the provisions
of Section 302, any such Security in global form shall represent the Outstanding
Securities of such series as shall be specified in such Security, and may
provide that it shall represent the aggregate amount of Outstanding Securities
of such series from time to time endorsed thereon, and that the aggregate amount
of Outstanding Securities of such series represented by such Security in global
form may from time to time be increased or decreased to reflect exchanges. Any
endorsement of a Security in global form to reflect the amount, or any increase
or decrease in the amount, of Outstanding Securities represented thereby shall
be made by the Trustee in such manner and upon instructions given by such Person
or Persons as shall be specified therein or in the Company Order to be delivered
to the Trustee pursuant to Section 303 or 304. Subject to the provisions of
Section 303 and, if applicable, Section 304, the Trustee shall deliver and
redeliver any Security in permanent global form in the manner and upon
instructions given by the Person or Persons specified therein or in the
applicable Company Order. If a Company Order pursuant to Section 303 or 304 has
been, or simultaneously is, delivered, any instructions by the Company with
respect to endorsement, delivery or redelivery of a Security in global form
shall be in writing but need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel.

                  The provisions of the last sentence of Section 303 shall apply
to any Security represented by a Security in global form if such Security was
never issued and sold by the Company and the Company delivers to the Trustee the
Security in global form together with written instructions (which need not
comply with Section 102 and need not be accompanied by

                                       15
<PAGE>

an Opinion of Counsel) with regard to the reduction in the principal amount of
Securities represented thereby, together with the written statement contemplated
by the last sentence of Section 303.

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

                  Notwithstanding the provisions of Section 309 and except as
provided in the preceding paragraph, the Company, the Trustee and any agent of
the Company and the Trustee shall treat as the Holder of such principal amount
of Outstanding Securities represented by a permanent global Security (i) in the
case of a permanent global Security in registered form, the Person in whose name
such Security is registered in the Security Register, or (ii) in the case of a
permanent global Security in bearer form, Euroclear or Clearstream.

                                  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. All Securities of any one series
need not be issued at the same time and, unless otherwise provided, a series may
be reopened, without the consent of the Holders, for issuances of additional
Securities of such series. The Securities shall be subordinated in right of
payment to all Senior Indebtedness as provided in Article Sixteen hereof.

                  There shall be established in one or more Board Resolutions or
pursuant to authority granted by one or more Board Resolutions and, subject to
Section 303, set forth, or determined in the manner provided, in an Officers'
Certificate, or established in one or more indentures supplemental hereto, prior
to the issuance of Securities of any series, any or all of the following, as
applicable (each of which (except for the matters set forth in clauses (1), (2)
and (15) below), if so provided, may be determined from time to time by the
Company with respect to unissued Securities of the series when issued from time
to time):

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

                  (2) any limit upon the aggregate principal amount of the
         Securities of the series that 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, 1107
         or 1305);

                  (3) the date or dates, or the method by which such date or
         dates will be determined or extended, on which the principal of the
         Securities of the series shall be payable;

                                       16
<PAGE>

                  (4)  the rate or rates at which the Securities of the series
         shall bear interest, if any, or the method by which such rate or rates
         shall be determined, the date or dates from which such interest shall
         accrue or the method by which such date or dates shall be determined,
         the Interest Payment Dates on which such interest will be payable and
         the Regular Record Date, if any, for the interest payable on any
         Registered Security on any Interest Payment Date, or the method by
         which such date shall be determined, and the basis upon which such
         interest shall be calculated if other than that of a 360-day year of
         twelve 30-day months;

                  (5)  the place or places, if any, other than or in addition to
         the Borough of Manhattan, The City of New York, where the principal of
         (and premium, if any) and interest, if any, on Securities of the series
         shall be payable, any Registered Securities of the series may be
         surrendered for registration of transfer, Securities of the series may
         be surrendered for exchange, where Securities of that series that are
         convertible or exchangeable may be surrendered for conversion or
         exchange, as applicable, and where notices or demands to or upon the
         Company in respect of the Securities of the series and this Indenture
         may be served;

                  (6)  the period or periods within which, the price or prices
         at which, the Currency or Currencies in which, and other terms and
         conditions upon which Securities, of the series may be redeemed, in
         whole or in part, at the option of the Company, if the Company is to
         have the option;

                  (7)  the obligation, if any, of the Company to redeem, repay
         or purchase Securities of the series pursuant to any sinking fund or
         analogous provision or at the option of a Holder thereof, and the
         period or periods within which or the date or dates on which, the price
         or prices at which, the Currency or Currencies in which, and other
         terms and conditions upon which, Securities of the series shall be
         redeemed, repaid or purchased, in whole or in part, pursuant to such
         obligation;

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

                  (9)  if other than the Trustee, the identity of each Security
         Registrar and/or Paying Agent;

                  (10) if other than the principal amount thereof, the portion
         of the principal amount of Securities of the series that shall be
         payable upon declaration of acceleration of the Maturity thereof
         pursuant to Section 502 or the method by which such portion shall be
         determined;

                  (11) if other than Dollar, the Currency or Currencies in which
         payment of the principal of (or premium, if any) or interest, if any,
         on the Securities of the series shall be made or in which the
         Securities of the series shall be denominated and the particular

                                       17
<PAGE>

         provisions applicable thereto in accordance with, in addition to or in
         lieu of any of the provisions of Section 312;

                  (12) whether the amount of payments of principal of (or
         premium, if any) or interest, if any, on the Securities of the series
         may be determined with reference to an index, formula or other method
         (which index, formula or method may be based, without limitation, on
         one or more Currencies, commodities, equity indices or other indices),
         and the manner in which such amounts shall be determined;

                  (13) whether the principal of (or premium, if any) or
         interest, if any, on the Securities of the series are to be payable, at
         the election of the Company or a Holder thereof, in one or more
         Currencies, other than that in which such Securities are denominated or
         stated to be payable, the period or periods within which (including the
         Election Date), and the terms and conditions upon which, such election
         may be made, and the time and manner of determining the exchange rate
         between the Currency or Currencies in which such Securities are
         denominated or stated to be payable and the Currency or Currencies in
         which such Securities are to be paid, in each case in accordance with,
         in addition to or in lieu of any of the provisions of Section 312;

                  (14) provisions, if any, granting special rights to the
         Holders of Securities of the series upon the occurrence of such events
         as may be specified;

                  (15) any deletions from, modifications of or additions to the
         Events of Default or covenants (including any deletions from,
         modifications of or additions to any of the provisions of Section 1006)
         of the Company with respect to Securities of the series, whether or not
         such Events of Default or covenants are consistent with the Events of
         Default or covenants set forth herein;

                  (16) 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 (if permitted by applicable laws and regulations), whether
         any Securities of the series are to be issuable initially in temporary
         global form and whether any Securities of the series are to be issuable
         in permanent global form with or without coupons and, if so, whether
         beneficial owners of interests in any such permanent global Security
         may exchange such interests for Securities of such series in
         certificated form 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 provided in Section 305, and, if
         Registered Securities of the series are to be issuable as a global
         Security, the identity of the depository for such series;

                  (17) 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;

                                       18
<PAGE>

                  (18) the Person to whom any interest on any Registered
         Security of the series shall be payable, if other than the Person in
         whose name such Security (or one or more Predecessor Securities) is
         registered at the close of business on the Regular Record Date for such
         interest, the manner in which, or the Person to whom, any interest on
         any Bearer Security of the series shall be payable, if otherwise than
         upon presentation and surrender of the coupons appertaining thereto as
         they severally mature, and the extent to which, or the manner in which,
         any interest payable on a temporary global Security on an Interest
         Payment Date will be paid if other than in the manner provided in
         Section 304;

                  (19) the applicability, if any, of Sections 1402 and/or 1403
         to the Securities of the series and any provisions in modification of,
         in addition to or in lieu of any of the provisions of Article Fourteen;

                  (20) 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/or terms of such certificates, documents or
         conditions;

                  (21) whether, under what circumstances and the Currency in
         which, the Company will pay Additional Amounts as contemplated by
         Section 1004 on the Securities of the series to any Holder who is not a
         United States person (including any modification to the definition of
         such term) in respect of any tax, assessment or governmental charge
         and, if so, whether the Company will have the option to redeem such
         Securities rather than pay such Additional Amounts (and the terms of
         any such option);

                  (22) the designation of the initial Exchange Rate Agent, if
         any;

                  (23) if the Securities of the series are to be convertible
         into or exchangeable for any securities of any Person (including the
         Company), the terms and conditions upon which such Securities will be
         so convertible or exchangeable; and

                  (24) any other terms of the series (which terms shall not be
         inconsistent with the provisions of this Indenture or the requirements
         of the Trust Indenture Act);

                  All Securities of any one series and the coupons appertaining
to any Bearer Securities of such series shall be substantially identical except,
in the case of Registered Securities, as to denomination and except as may
otherwise be provided in or pursuant to such Board Resolution (subject to
Section 303) and set forth in such Officers' Certificate or in any such
indenture supplemental hereto.

                  SECTION 302. Denominations. The Securities of each series
shall be issuable in such denominations as shall be specified as contemplated by
or pursuant to Section 301. With respect to Securities of any series denominated
in Dollars, in the absence of any such provisions with respect to the Securities
of any series, the Registered Securities of such series, other than Registered
Securities issued in global form (which may be of any denomination) shall be
issuable in denominations of $1,000 and any integral multiple thereof, and the
Bearer Securities

                                       19
<PAGE>

of such series, other than Bearer Securities issued in global form (which may be
of any denomination), shall be issuable in a denomination of $5,000.

                  SECTION 303. Execution, Authentication, Delivery and Dating.
The Securities and any coupons appertaining thereto shall be executed on behalf
of the Company by any Officer. The signature of any Officer on the Securities
and coupons may be manual or facsimile signatures of the present or any future
such authorized Officer and may be imprinted or otherwise reproduced on the
Securities.

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

                  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 coupon appertaining thereto, executed by the Company, to the
Trustee for authentication, together with a Company Order for the authentication
and delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities; provided, however, that,
                                                      --------  -------
in connection with its original issuance, no Bearer Security shall be mailed or
otherwise delivered to any location in the United States; and provided further
                                                              -------- -------
that, unless otherwise specified with respect to any series of Securities
pursuant to Section 301, a Bearer Security may be delivered in connection with
its original issuance only if the Person entitled to receive such Bearer
Security shall have furnished a certificate in the form set forth in Exhibit A-1
to this Indenture or such other certificate as may be specified with respect to
any series of Securities pursuant to Section 301, dated no earlier than 15 days
prior to the earlier of the date on which such Bearer Security is delivered and
the date on which any temporary Security first becomes exchangeable for such
Bearer Security in accordance with the terms of such temporary Security and this
Indenture. If any Security shall be represented by a permanent global Bearer
Security, then, for purposes of this Section and Section 304, the notation of a
beneficial owner's interest therein upon original issuance of such Security or
upon exchange of a portion of a temporary global Security shall be deemed to be
delivery in connection with its original issuance of such beneficial owner's
interest in such permanent global Security. Except as permitted by Section 306,
the Trustee shall not authenticate and deliver any Bearer Security unless all
appurtenant coupons for interest then matured have been detached and cancelled.
If all the Securities of any series are not to be issued at one time and if the
Board Resolution or supplemental indenture establishing such series shall so
permit, such Company Order may set forth procedures acceptable to the Trustee
for the issuance of such Securities and determining the terms of particular
Securities of such series, such as interest rate, maturity date, date of
issuance and date from which interest shall accrue. 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 TIA Section 315(a) through 315(d)) shall be fully protected in
relying upon:

                  (i)      an Opinion of Counsel stating:

                                       20
<PAGE>

                           (a) that the form or forms of such Securities and any
                  coupons have been established in conformity with the
                  provisions of this Indenture;

                           (b) that the terms of such Securities and any coupons
                  have been established in conformity with the provisions of
                  this Indenture; and

                           (c) that such Securities, together with any coupons
                  appertaining thereto, when completed by appropriate insertions
                  and executed and delivered by the Company to the Trustee for
                  authentication in accordance with this Indenture,
                  authenticated and delivered by the Trustee in accordance with
                  this Indenture and issued by the Company in the manner and
                  subject to any conditions specified in such Opinion of
                  Counsel, will constitute legal, valid and binding obligations
                  of the Company, enforceable in accordance with their terms,
                  subject to applicable bankruptcy, insolvency, reorganization
                  and other similar laws of general applicability relating to or
                  affecting the enforcement of creditors' rights, to general
                  equitable principles and to such other qualifications as such
                  counsel shall conclude do not materially affect the rights of
                  Holders of such Securities and any coupons; and

                  (ii) an Officers' Certificate stating, to the best of the
         knowledge of the signers of such certificate, that no Event of Default
         with respect to any of the Securities shall have occurred and be
         continuing.

                  Notwithstanding the provisions of Section 301 and of this
Section 303, if all the Securities of any series are not to be issued at one
time, it shall not be necessary to deliver an Officers' Certificate otherwise
required pursuant to Section 301 or the Company Order, Opinion of Counsel or
Officers' Certificate otherwise required pursuant to the preceding paragraph at
the time of issuance of each Security of such series, but such order, opinion
and certificates, with appropriate modifications to cover such future issuances,
shall be delivered at or before the time of issuance of the first Security of
such series.

                  Notwithstanding the generality of the foregoing, the Trustee
will not be required to authenticate Securities denominated in a Foreign
Currency if the Trustee reasonably believes that it would be unable to perform
its duties with respect to such Securities.
                  Each Registered Security shall be dated the date of its
authentication and each Bearer Security shall be dated as of the date specified
as contemplated by Section 301.

                  No Security or coupon shall be entitled to any benefit under
this Indenture or be valid or obligatory for any purpose unless there appears on
such Security or Security to which such coupon appertains a certificate of
authentication substantially in the form provided for herein duly executed by
the Trustee by manual signature of an authorized signatory, and such certificate
upon any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder and is entitled to
the benefits of this Indenture. Notwithstanding the foregoing, if any Security
shall have been authenticated and delivered hereunder but never issued and sold
by the Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 310 together with a written

                                       21
<PAGE>

statement (which need not comply with Section 102 and need not be accompanied by
an Opinion of Counsel) stating that such Security has never been issued and sold
by the Company, for all purposes of this Indenture such Security shall be deemed
never to have been authenticated and delivered hereunder and shall never be
entitled to the benefits of this Indenture.

                  SECTION 304. Temporary Securities. (a) Pending the preparation
of definitive Securities of any series, the Company may execute, and upon
Company Order the Trustee shall authenticate and deliver, temporary Securities
which are printed, lithographed, typewritten, mimeographed or otherwise
produced, in any authorized denomination, substantially of the tenor of the
definitive Securities in lieu of which they are issued, in registered form, or,
if authorized, in bearer form with one or more coupons or without coupons, and
with such appropriate insertions, omissions, substitutions and other variations
as the officers executing such Securities may determine, as conclusively
evidenced by their execution of such Securities. In the case of Securities of
any series, such temporary Securities may be in global form.

                  Except in the case of temporary Securities in global form
(which shall be exchanged in accordance with Section 304(b) or as otherwise
provided in or pursuant to a Board Resolution), if temporary Securities of any
series are issued, the Company will cause definitive Securities of that series
to be prepared without unreasonable delay. After the preparation of definitive
Securities of such series, the temporary Securities of such series shall be
exchangeable for definitive Securities of such series upon surrender of the
temporary Securities of such series at the office or agency of the Company in a
Place of Payment for that series, without charge to the Holder. Upon surrender
for cancellation of any one or more temporary Securities of any series
(accompanied by any non-matured coupons appertaining thereto), the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefore a
like principal amount of definitive Securities of the same series of authorized
denominations; provided, however, that no definitive Bearer Security 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 in Section 303.
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.

                  (b) Unless otherwise provided in or pursuant to a Board
Resolution, this Section 304(b) shall govern the exchange of temporary
Securities issued in global form. If temporary Securities of any series are
issued in global form, any such temporary global Security shall, unless
otherwise provided therein, be delivered to the London office of a depositary or
common depositary (the "Common Depositary"), for the benefit of Euroclear and
                        -----------------
Clearstream, for credit to the respective accounts of the beneficial owners of
such Securities (or to such other accounts as they may direct).

                  Without unnecessary delay but in any event not later than the
date specified in, or determined pursuant to the terms of, any such temporary
global Security (the "Exchange Date"), the Company shall deliver to the Trustee
                      -------------
definitive Securities, in aggregate principal amount equal to the principal
amount of such temporary global Security, executed by the Company. On or after
the Exchange Date, such temporary global Security shall be surrendered by the
Common Depositary to the Trustee, as the Company's agent for such purpose, to be
exchanged, in whole or from time to time in part, for definitive Securities
without charge, and the Trustee shall

                                       22
<PAGE>

authenticate and deliver, in exchange for each portion of such temporary global
Security, an equal aggregate principal amount of definitive Securities of the
same series of authorized denominations and of like tenor as the portion of such
temporary global Security to be exchanged. The definitive Securities to be
delivered in exchange for any such temporary global Security shall be in bearer
form, registered form, permanent global bearer form or permanent global
registered form, or any combination thereof, as specified as contemplated by
Section 301, and, if any combination thereof is so specified, as requested by
the beneficial owner thereof; provided, however, that, unless otherwise
                              --------  -------
specified in such temporary global Security, upon such presentation by the
Common Depositary, such temporary global Security is accompanied by a
certificate dated the Exchange Date or a subsequent date and signed by Euroclear
as to the portion of such temporary global Security held for its account then to
be exchanged and a certificate dated the Exchange Date or a subsequent date and
signed by Clearstream as to the portion of such temporary global Security held
for its account then to be exchanged, each in the form set forth in Exhibit A-2
to this Indenture or in such other form as may be established pursuant to
Section 301; and provided further that definitive Bearer Securities shall be
                 -------- -------
delivered in exchange for a portion of a temporary global Security only in
compliance with the requirements of Section 303.

                  Unless otherwise specified in such temporary global Security,
the interest of a beneficial owner of Securities of a series in a temporary
global Security shall be exchanged for definitive Securities of the same series
and of like tenor following the Exchange Date when the account holder instructs
Euroclear or Clearstream, as the case may be, to request such exchange on his
behalf and delivers to Euroclear or Clearstream, as the case may be, a
certificate in the form set forth in Exhibit A-1 to this Indenture (or in such
other form as may be established pursuant to Section 301), dated no earlier than
15 days prior to the Exchange Date, copies of which certificate shall be
available from the offices of Euroclear and Clearstream, the Trustee, any
Authenticating Agent appointed for such series of Securities and each Paying
Agent. Unless otherwise specified in such temporary global Security, any such
exchange shall be made free of charge to the beneficial owners of such temporary
global Security, except that a Person receiving definitive Securities must bear
the cost of insurance, postage, transportation and the like unless such Person
takes delivery of such definitive Securities in person at the offices of
Euroclear or Clearstream. Definitive Securities in bearer form to be delivered
in exchange for any portion of a temporary global Security shall be delivered
only outside the United States.

                  Until exchanged in full as hereinabove provided, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of the same series and of like
tenor authenticated and delivered hereunder, except that, unless otherwise
specified as contemplated by Section 301, interest payable on a temporary global
Security on an Interest Payment Date for Securities of such series occurring
prior to the applicable Exchange Date shall be payable to Euroclear and
Clearstream on such Interest Payment Date upon delivery by Euroclear and
Clearstream to the Trustee of a certificate or certificates in the form set
forth in Exhibit A-2 to this Indenture (or in such other forms as may be
established pursuant to Section 301), for credit without further interest on or
after such Interest Payment Date to the respective accounts of Persons who are
the beneficial owners of such temporary global Security on such Interest Payment
Date and who have each delivered to Euroclear or Clearstream, as the case may
be, a certificate dated no earlier than 15 days prior to the Interest Payment
Date occurring prior to such Exchange Date in the form set forth as Exhibit

                                       23
<PAGE>

A-1 to this Indenture (or in such other forms as may be established pursuant to
Section 301). Notwithstanding anything to the contrary herein contained, the
certifications made pursuant to this paragraph shall satisfy the certification
requirements of the preceding two paragraphs of this Section 304(b) and of the
third paragraph of Section 303 of this Indenture and the interests of the
Persons who are the beneficial owners of the temporary global Security with
respect to which such certification was made will be exchanged for definitive
Securities of the same series and of like tenor on the Exchange Date or the date
of certification if such date occurs after the Exchange Date, without further
act or deed by such beneficial owners. Except as otherwise provided in this
paragraph, no payments of principal (or premium, if any) or interest, if any,
owing with respect to a beneficial interest in a temporary global Security will
be made unless and until such interest in such temporary global Security shall
have been exchanged for an interest in a definitive Security. Any interest so
received by Euroclear and Clearstream and not paid as herein provided shall be
returned to the Trustee prior to the expiration of two years after such Interest
Payment Date in order to be repaid to the Company.

                  SECTION 305. Registration, Registration of Transfer and
Exchange. The Company shall cause to be kept at the Corporate Trust Office of
the Trustee or in any office or agency of the Company in a Place of Payment a
register for each series of Securities (the registers maintained in such office
or in any such office or agency of the Company in a Place of Payment being
herein sometimes referred to collectively as the "Security Register") in which,
                                                  -----------------
subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Registered Securities and of transfers of
Registered Securities. The Security Register shall be in written form or any
other form capable of being converted into written form within a reasonable
time. The Trustee, at its Corporate Trust Office, is hereby initially appointed
"Security Registrar" for the purpose of registering Registered Securities and
 ------------------
transfers of Registered Securities on such Security Register as herein provided.
In the event that the Trustee shall cease to be Security Registrar, it shall
have the right to examine the Security Register at all reasonable times.

                  Upon surrender for registration of transfer of any Registered
Security of any series at any office or agency of the Company in a Place of
Payment for that series, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Registered Securities of the same series, of any
authorized denominations and of 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, of
any authorized denomination or denominations and of a like aggregate principal
amount, containing identical terms and provisions, upon surrender of the
Registered Securities to be exchanged at any such office or agency. Whenever any
Registered Securities are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Registered
Securities which the Holder making the exchange is entitled to receive. Unless
otherwise specified with respect to any series of Securities as contemplated by
Section 301, Bearer Securities may not be issued in exchange for Registered
Securities.

                                       24
<PAGE>

                  If (but only if) permitted by the applicable Board Resolution
and (subject to Section 303) set forth in the applicable Officers' Certificate,
or in any indenture supplemental hereto, delivered as contemplated by Section
301, at the option of the Holder, Bearer Securities of any series may be
exchanged for Registered Securities of the same series of any authorized
denominations and of a like aggregate principal amount and tenor, 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, any such permitted exchange
may be effected if the Bearer Securities are accompanied by payment in funds
acceptable to the Company 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 a permitted 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 proposed date for payment of Defaulted Interest,
such Bearer Security shall be surrendered without the coupon relating to such
Interest Payment Date or proposed date for payment, as the case may be, 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.

                  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 permanent global Security shall be
exchangeable only as provided in this paragraph. If any beneficial owner of an
interest in a permanent global Security is entitled to exchange such interest
for Securities of such series and of like tenor and principal amount of another
authorized form and denomination, as specified as contemplated by Section 301
and provided that any applicable notice provided in the permanent global
Security shall have been given, then without unnecessary delay but in any event
not later than the earliest date on which such interest may be so exchanged, the
Company shall deliver to the Trustee definitive Securities in aggregate
principal amount equal to the principal amount of such beneficial owner's
interest in such permanent global Security, executed by the Company. On or after
the earliest date on which such interests may be so exchanged, such permanent
global Security shall be surrendered by the Common Depositary or such other
depositary 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

                                       25
<PAGE>

whole or from time to time in part, for definitive Securities without charge and
the Trustee shall authenticate and deliver, in exchange for each portion of such
permanent global Security, an equal aggregate principal amount of definitive
Securities of the same series of authorized denominations and of like tenor as
the portion of such permanent global Security to be exchanged which, unless the
Securities of the series are not issuable both as Bearer Securities and as
Registered Securities, 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 to be redeemed
and ending on the relevant Redemption Date if the Security for which exchange is
requested may be among those selected for redemption; and provided further that
                                                          -------- -------
no Bearer Security delivered in exchange for a portion of a permanent global
Security shall be mailed or otherwise delivered to any location in the United
States. If a Registered Security is issued in exchange for any portion of a
permanent 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 Defaulted Interest,
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 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 permanent 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 valid obligations of the Company, evidencing the
same debt and entitled to the same benefits under this Indenture, as the
Securities surrendered upon such registration of transfer or exchange.

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

                  No service charge shall be made for any registration of
transfer or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 304, 906, 1107 or 1305 not involving any
transfer.

                  The Company shall not be required (i) to issue, register the
transfer of or exchange any Security if such Security may be among those
selected for redemption during a period beginning at the opening of business 15
days before selection of the Securities to be redeemed under Section 1103 and
ending at the close of business on (A) if such Securities are issuable only as
Registered Securities, the day of the mailing of the relevant notice of
redemption and (B) if such Securities are issuable as Bearer Securities, the day
of the first publication of the

                                       26
<PAGE>

relevant notice of redemption or, if such Securities are also issuable as
Registered Securities and there is no publication, the mailing of the relevant
notice of redemption, or (ii) to register the transfer of or exchange any
Registered Security so selected for redemption in whole or in part, except, in
the case of any Registered 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 and like tenor, provided that such Registered Security
                                        --------
shall be simultaneously surrendered for redemption, or (iv) to issue, register
the transfer of or exchange any Security which has been surrendered for
repayment at the option of the Holder, except the portion, if any, of such
Security not to be so repaid.

                  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 or the Company, together with, in proper cases,
such security or indemnity as may be required by the Company or the Trustee to
save each of them or any agent of either of them harmless, the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefore a
new Security of the same series and principal amount, containing identical terms
and provisions and bearing a number not contemporaneously outstanding, with
coupons corresponding to the coupons, if any, appertaining to the surrendered
Security.

                  If there shall be delivered to the Company and 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
bsence of notice to the Company or the Trustee that such Security or coupon has
been acquired by a protected purchaser (as defined in the Uniform Commercial
Code), the Company shall execute and upon its request the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen Security
or in exchange for the Security to which a destroyed, lost or stolen coupon
appertains (with all appurtenant coupons not destroyed, lost or stolen), a new
Security of the same series and principal amount, containing identical terms and
provisions 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.

                  Notwithstanding the provisions of the previous two paragraphs,
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, with coupons corresponding to the coupons, if
any, appertaining to such mutilated, destroyed, lost or stolen Security or to
the Security to which such mutilated, destroyed, lost or stolen coupon
appertains, pay such Security or coupon; provided, however, that payment of
                                         --------  -------
principal of (and premium, if any) and interest, if any, 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

                                       27
<PAGE>

be imposed in relation thereto and any other expenses (including the fees and
expenses of the Trustee) connected therewith.

                  Every new Security of any series with its coupons, if any,
issued pursuant to this Section in lieu of any destroyed, lost or stolen
Security, or in exchange for a Security to which a destroyed, lost or stolen
coupon appertains, shall constitute an original additional contractual
obligation of the Company, whether or not the destroyed, lost or stolen Security
and its coupons, if any, or the destroyed, lost or stolen coupon shall be at any
time enforceable by anyone, and 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;
Optional Interest Reset. (a) Except as otherwise specified with respect to a
series of Securities in accordance with the provisions of Section 301, interest,
if any, on any Registered Security that is payable, and is punctually paid or
duly provided for, on any Interest Payment Date shall be paid to the Person in
whose name that Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest at the
office or agency of the Company maintained for such purpose pursuant to Section
1002; provided, however, that each installment of interest, if any, on any
      --------  -------
Registered Security may at the Company's option be paid by (i) mailing a check
for such interest, payable to or upon the written order of the Person entitled
thereto pursuant to Section 309, to the address of such Person as it appears on
the Security Register or (ii) transfer to an account maintained by the payee
inside the United States.

                  Unless otherwise provided as contemplated by Section 301 with
respect to the Securities of any series, payment of interest, if any, may be
made, in the case of a Bearer Security, by transfer to an account maintained by
the payee with a bank located outside the United States.

                  Unless otherwise provided as contemplated by Section 301,
every permanent global Security will provide that interest, if any, payable on
any Interest Payment Date will be paid to each of Euroclear and Clearstream with
respect to that portion of such permanent global Security held for its account
by the Common Depositary, for the purpose of permitting each of Euroclear and
Clearstream to credit the interest, if any, received by it in respect of such
permanent global Security to the accounts of the beneficial owners thereof.

                  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.

                                       28
<PAGE>

                  Except as otherwise specified with respect to a series of
Securities in accordance with the provisions of Section 301, any interest on any
Registered Security of any series that is payable, but is not punctually paid or
duly provided for, on any Interest Payment Date (herein called "Defaulted
                                                                ---------
Interest") shall forthwith cease to be payable to the registered Holder thereof
--------
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in clause (1) or (2) below:

                  (1) The Company may elect to make payment of any Defaulted
                  Interest to the Persons in whose names the Registered
                  Securities of such series (or their respective Predecessor
                  Securities) are registered at the close of business on a
                  Special Record Date for the payment of such Defaulted
                  Interest, which shall be fixed in the following manner. The
                  Company shall notify the Trustee in writing of the amount of
                  Defaulted Interest proposed to be paid on each Registered
                  Security of such series and the date of the proposed payment
                  (which shall not be less than 20 days after such notice is
                  received by the Trustee), and at the same time the Company
                  shall deposit with the Trustee an amount of money in the
                  Currency in which the Securities of such series are payable
                  (except as otherwise specified pursuant to Section 301 for the
                  Securities of such series and except, if applicable, as
                  provided in Sections 312(b), 312(d) and 312(e)) 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 on or 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 therefore to be mailed,
                  first-class postage prepaid, to each Holder of Registered
                  Securities of such series at his address as it appears in the
                  Security Register not less than 10 days prior to such Special
                  Record Date. Notice of the proposed payment of such Defaulted
                  Interest and the Special Record Date therefore having been
                  mailed as aforesaid, such Defaulted Interest shall be paid to
                  the Persons in whose names the Registered Securities of such
                  series (or their respective Predecessor Securities) are
                  registered at the close of business on such Special Record
                  Date and shall no longer be payable pursuant to the following
                  clause (2). In case a Bearer Security of any series is
                  surrendered at the office or agency in a Place of Payment for
                  such series in exchange for a Registered Security of such
                  series after the close of business at such office or agency on
                  any Special Record Date and before the opening of business at
                  such office or agency on the related proposed date for payment
                  of Defaulted Interest, such Bearer Security shall be
                  surrendered without the coupon relating to such proposed date
                  of payment and Defaulted Interest will not be payable on such
                  proposed date of payment in respect of the Registered Security
                  issued in exchange for such Bearer Security, but will be
                  payable only to

                                       29
<PAGE>

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

                  (b) The provisions of this Section 307(b) may be made
applicable to any series of Securities pursuant to Section 301 (with such
modifications, additions or substitutions as may be specified pursuant to such
Section 301). The interest rate (or the spread or spread multiplier used to
calculate such interest rate, if applicable) on any Security of such series may
be reset by the Company on the date or dates specified on the face of such
Security (each an "Optional Reset Date"). The Company may exercise such option
                   -------------------
with respect to such Security by notifying the Trustee of such exercise at least
45 but not more than 60 days prior to an Optional Reset Date for such Security.
Not later than 40 days prior to each Optional Reset Date, the Trustee shall
transmit, in the manner provided for in Section 106, to the Holder of any such
Security a notice (the "Reset Notice") indicating whether the Company has
                        ------------
elected to reset the interest rate (or the spread or spread multiplier used to
calculate such interest rate, if applicable), and if so (i) such new interest
rate (or such new spread or spread multiplier, if applicable) and (ii) the
provisions, if any, for redemption during the period from such Optional Reset
Date to the next Optional Reset Date or if there is no such next Optional Reset
Date, to the Stated Maturity Date of such Security (each such period a
"Subsequent Interest Period"), including the date or dates on which or the
 --------------------------
period or periods during which and the price or prices at which such redemption
may occur during the Subsequent Interest Period.

                  Notwithstanding the foregoing, not later than 20 days prior to
the Optional Reset Date, the Company may, at its option, revoke the interest
rate (or the spread or spread multiplier used to calculate such interest rate,
if applicable) provided for in the Reset Notice and establish an interest rate
(or a spread or spread multiplier used to calculate such interest rate, if
applicable) that is higher than the interest rate (or the spread or spread
multiplier, if applicable) provided for in the Reset Notice, for the Subsequent
Interest Period by causing the Trustee to transmit, in the manner provided for
in Section 106, notice of such higher interest rate (or such higher spread or
spread multiplier, if applicable) to the Holder of such Security. Such notice
shall be irrevocable. All Securities with respect to which the interest rate (or
the spread or spread multiplier used to calculate such interest rate, if
applicable) is reset on an Optional Reset Date, and with respect to which the
Holders of such Securities have not tendered such Securities for repayment (or
have validly revoked any such tender) pursuant to the next succeeding paragraph,
will bear such higher interest rate (or such higher spread or spread multiplier,
if applicable).

                  The Holder of any such Security will have the option to elect
repayment by the Company of the principal of such Security on each Optional
Reset Date at a price equal to the principal amount thereof plus interest
accrued to such Optional Reset Date. In order to obtain repayment on an Optional
Reset Date, the Holder must follow the procedures set forth in Article Thirteen
for repayment at the option of Holders except that the period for delivery or

                                       30
<PAGE>

notification to the Trustee shall be at least 25 but not more than 35 days prior
to such Optional Reset Date and except that, if the Holder has tendered any
Security for repayment pursuant to the Reset Notice, the Holder may, by written
notice to the Trustee, revoke such tender or repayment until the close of
business on the tenth day before such Optional Reset Date.

                  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, which were carried by such
other Security.

                  SECTION 308. Optional Extension of Maturity. The provisions of
this Section 308 may be made applicable to any series of Securities pursuant to
Section 301 (with such modifications, additions or substitutions as may be
specified pursuant to such Section 301). The Stated Maturity of any Security of
such series may be extended at the option of the Company for the period or
periods specified on the face of such Security (each an "Extension Period") up
                                                         ----------------
to but not beyond the date (the "Final Maturity") set forth on the face of such
                                 --------------
Security. The Company may exercise such option with respect to any Security by
notifying the Trustee of such exercise at least 45 but not more than 60 days
prior to the Stated Maturity of such Security in effect prior to the exercise of
such option (the "Original Stated Maturity"). If the Company exercises such
                  ------------------------
option, the Trustee shall transmit, in the manner provided for in Section 106,
to the Holder of such Security not later than 40 days prior to the Original
Stated Maturity a notice (the "Extension Notice") indicating (i) the election of
                               ----------------
the Company to extend the Stated Maturity, (ii) the new Stated Maturity, (iii)
the interest rate, if any, applicable to the Extension Period and (iv) the
provisions, if any, for redemption during such Extension Period. Upon the
Trustee's transmittal of the Extension Notice, the Stated Maturity of such
Security shall be extended automatically and, except as modified by the
Extension Notice and as described in the next paragraph, such Security will have
the same terms as prior to the transmittal of such Extension Notice.

                  Notwithstanding the foregoing, not later than 20 days before
the Original Stated Maturity of such Security, the Company may, at its option,
revoke the interest rate provided for in the Extension Notice and establish a
higher interest rate for the Extension Period by causing the Trustee to
transmit, in the manner provided for in Section 106, notice of such higher
interest rate to the Holder of such Security. Such notice shall be irrevocable.
All Securities with respect to which the Stated Maturity is extended will bear
such higher interest rate.

                  If the Company extends the Stated Maturity of any Security,
the Holder will have the option to elect repayment of such Security by the
Company on the Original Stated Maturity at a price equal to the principal amount
thereof, plus interest accrued to such date. In order to obtain repayment on the
Original Stated Maturity once the Company has extended the Stated Maturity
thereof, the Holder must follow the procedures set forth in Article Thirteen for
repayment at the option of Holders, except that the period for delivery or
notification to the Trustee shall be at least 25 but not more than 35 days prior
to the Original Stated Maturity and except that, if the Holder has tendered any
Security for repayment pursuant to an Extension Notice, the Holder may by
written notice to the Trustee revoke such tender for repayment until the close
of business on the tenth day before the Original Stated Maturity.

                                       31
<PAGE>

                  SECTION 309. 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 Security for the
purpose of receiving payment of principal of (and premium, if any) and (subject
to Sections 305 and 307) interest, if any, 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.

                  Title to any Bearer Security and any coupons appertaining
thereto shall pass by delivery. 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.

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

                  Notwithstanding the foregoing, with respect to any global
Security, nothing herein shall prevent the Company, the Trustee, or any agent of
the Company or the Trustee, from giving effect to any written certification,
proxy or other authorization furnished by any depositary, as a Holder, with
respect to such global Security or impair, as between such depositary and owners
of beneficial interests in such global Security, the operation of customary
practices governing the exercise of the rights of such depositary (or its
nominee) as Holder of such global Security.

                  SECTION 310. Cancellation. All Securities and coupons
surrendered for payment, redemption, repayment at the option of the Holder,
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 may deliver to
the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the Company
has not issued and sold, and all Securities so delivered shall be promptly
cancelled by the Trustee. If the Company shall so acquire any of the Securities,
however, such acquisition shall not operate as a redemption or satisfaction of
the indebtedness represented by such Securities unless and until the same are
surrendered to the Trustee for cancellation. 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. Cancelled
Securities and coupons held by the Trustee shall be disposed of by the Trustee
in accordance with its customary procedures and the Trustee shall deliver a
certificate of stating that such cancelled securities and coupons have been
disposed of, unless by a Company Order the Company directs their return to it.

                                       32
<PAGE>

          SECTION 311. Computation of Interest. Except as otherwise specified as
contemplated by Section 301 with respect to Securities of any series, interest,
if any, on the Securities of each series shall be computed on the basis of a
360-day year consisting of twelve 30-day months.

          SECTION 312. Currency and Manner of Payments in Respect of Securities.
(a) Unless otherwise specified with respect to any Securities pursuant to
Section 301, with respect to Registered Securities of any series not permitting
the election provided for in paragraph (b) below or the Holders of which have
not made the election provided for in paragraph (b) below, and with respect to
Bearer Securities of any series, except as provided in paragraph (d) below,
payment of the principal of (and premium, if any) and interest, if any, on any
Registered or Bearer Security of such series will be made in the Currency in
which such Registered Security or Bearer Security, as the case may be, is
payable. The provisions of this Section 312 may be modified or superseded with
respect to any Securities pursuant to Section 301.

          (b)   It may be provided pursuant to Section 301 with respect to
Registered Securities of any series that Holders shall have the option, subject
to paragraphs (d) and (e) below, to receive payments of principal of (or
premium, if any) or interest, if any, on such Registered Securities in any of
the Currencies which may be designated for such election by delivering to the
Trustee for such series of Registered Securities a written election with
signature guarantees and in the applicable form established pursuant to Section
301, not later than the close of business on the Election Date immediately
preceding the applicable payment date. If a Holder so elects to receive such
payments in any such Currency, such election will remain in effect for such
Holder or any transferee of such Holder until changed by such Holder or such
transferee by written notice to the Trustee for such series of Registered
Securities (but any such change must be made not later than the close of
business on the Election Date immediately preceding the next payment date to be
effective for the payment to be made on such payment date and no such change of
election may be made with respect to payments to be made on any Registered
Security of such series with respect to which an Event of Default has occurred
or with respect to which the Company has deposited funds pursuant to Article
Four or Fourteen or with respect to which a notice of redemption has been given
by the Company or a notice of option to elect repayment has been sent by such
Holder or such transferee). Any Holder of any such Registered Security who shall
not have delivered any such election to the Trustee of such series of Registered
Securities not later than the close of business on the applicable Election Date
will be paid the amount due on the applicable payment date in the relevant
Currency as provided in Section 312(a). The Trustee for each such series of
Registered Securities shall notify the Exchange Rate Agent as soon as
practicable after the Election Date of the aggregate principal amount of
Registered Securities for which Holders have made such written election.

          (c)   Unless otherwise specified pursuant to Section 301, if the
election referred to in paragraph (b) above has been provided for pursuant to
Section 301, then, unless otherwise specified pursuant to Section 301, not later
than the fourth Business Day after the Election Date for each payment date for
Registered Securities of any series, the Exchange Rate Agent will deliver to the
Company a written notice specifying the Currency in which Registered Securities
of such series are payable, the respective aggregate amounts of principal of
(and premium, if any) and interest, if any, on the Registered Securities to be
paid on such payment date, specifying

                                       33
<PAGE>

the amounts in such Currency so payable in respect of the Registered Securities
as to which the Holders of Registered Securities denominated in any Currency
shall have elected to be paid in another Currency as provided in paragraph (b)
above. If the election referred to in paragraph (b) above has been provided for
pursuant to Section 301 and if at least one Holder has made such election, then,
unless otherwise specified pursuant to Section 301, on the second Business Day
preceding such payment date the Company will deliver to the Trustee for such
series of Registered Securities an Exchange Rate Officer's Certificate in
respect of the Dollar or Foreign Currency or Currencies payments to be made on
such payment date. Unless otherwise specified pursuant to Section 301, the
Dollar or Foreign Currency or Currencies amount receivable by Holders of
Registered Securities who have elected payment in a Currency as provided in
paragraph (b) above shall be determined by the Company on the basis of the
applicable Market Exchange Rate in effect on the second Business Day (the
"Valuation Date") immediately preceding each payment date, and such
 --------------
determination shall be conclusive and binding for all purposes, absent manifest
error.

          (d)   If a Conversion Event occurs with respect to a Foreign Currency
in which any of the Securities are denominated or payable other than pursuant to
an election provided for pursuant to paragraph (b) above, then with respect to
each date for the payment of principal of (and premium, if any) and interest, if
any on the applicable Securities denominated or payable in such Foreign Currency
occurring after the last date on which such Foreign Currency was used (the
"Conversion Date"), the Dollar shall be the currency of payment for use on each
 ---------------
such payment date. Unless otherwise specified pursuant to Section 301, the
Dollar amount to be paid by the Company to the Trustee of each such series of
Securities and by such Trustee or any Paying Agent to the Holders of such
Securities with respect to such payment date shall be, in the case of a Foreign
Currency other than a currency unit, the Dollar Equivalent of the Foreign
Currency or, in the case of a currency unit, the Dollar Equivalent of the
Currency Unit, in each case as determined by the Exchange Rate Agent in the
manner provided in paragraph (f) or (g) below.

          (e)   Unless otherwise specified pursuant to Section 301, if the
Holder of a Registered Security denominated in any Currency shall have elected
to be paid in another Currency as provided in paragraph (b) above, and a
Conversion Event occurs with respect to such elected Currency, such Holder shall
receive payment in the Currency in which payment would have been made in the
absence of such election; and if a Conversion Event occurs with respect to the
Currency in which payment would have been made in the absence of such election,
such Holder shall receive payment in Dollars as provided in paragraph (d) of
this Section 312.

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

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

                                       34
<PAGE>

          (h)   For purposes of this Section 312, the following terms shall have
the following meanings:

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

          A "Specified Amount" of a Component Currency shall mean the number of
             ----------------
          units of such Component Currency or fractions thereof which were
          represented in the relevant currency unit, including, but not limited
          to, the ECU, on the Conversion Date. If after the Conversion Date the
          official unit of any Component Currency is altered by way of
          combination or subdivision, the Specified Amount of such Component
          Currency shall be divided or multiplied in the same proportion. If
          after the Conversion Date two or more Component Currencies are
          consolidated into a single currency, the respective Specified Amounts
          of such Component Currencies shall be replaced by an amount in such
          single currency equal to the sum of the respective Specified Amounts
          of such consolidated Component Currencies expressed in such single
          currency, and such amount shall thereafter be a Specified Amount and
          such single currency shall thereafter be a Component Currency. If
          after the Conversion Date any Component Currency shall be divided into
          two or more currencies, the Specified Amount of such Component
          Currency shall be replaced by amounts of such two or more currencies,
          having an aggregate Dollar Equivalent value at the Market Exchange
          Rate on the date of such replacement equal to the Dollar Equivalent of
          the Specified Amount of such former Component Currency at the Market
          Exchange Rate immediately before such division, and such amounts shall
          thereafter be Specified Amounts and such currencies shall thereafter
          be Component Currencies. If, after the Conversion Date of the relevant
          currency unit, including, but not limited to, the ECU, a Conversion
          Event (other than any event referred to above in this definition of
          "Specified Amount") occurs with respect to any Component Currency of
           ----------------
          such currency unit and is continuing on the applicable Valuation Date,
          the Specified Amount of such Component Currency shall, for purposes of
          calculating the Dollar Equivalent of the Currency Unit, be converted
          into Dollars at the Market Exchange Rate in effect on the Conversion
          Date of such Component Currency.

          "Election Date" shall mean the Regular Record Date for the applicable
           -------------
           series of Registered Securities or at least 16 days prior to
           Maturity, as the case may be, or such other prior date for any series
           of Registered Securities as specified pursuant to clause 13 of
           Section 301 by which the written election referred to in Section
           312(b) may be made.

          All decisions and determinations of the Exchange Rate Agent regarding
the Dollar Equivalent of the Foreign Currency, the Dollar Equivalent of the
Currency Unit, the Market Exchange Rate and changes in the Specified Amounts as
specified above shall be in its sole discretion and shall, in the absence of
manifest error, be conclusive for all purposes and irrevocably binding upon the
Company, the Trustee for the appropriate series of Securities and all Holders of
such Securities denominated or payable in the relevant Currency. The Exchange

                                       35
<PAGE>

Rate Agent shall promptly give written notice to the Company and the Trustee for
the appropriate series of Securities of any such decision or determination.

          In the event that the Company determines in good faith that a
Conversion Event has occurred with respect to a Foreign Currency, the Company
will immediately give written notice thereof to the Trustee of the appropriate
series of Securities and to the Exchange Rate Agent (and such Trustee will
promptly thereafter give notice in the manner provided in Section 106 to the
affected Holders) specifying the Conversion Date. In the event the Company so
determines that a Conversion Event has occurred with respect to the ECU or any
other currency unit in which Securities are denominated or payable, the Company
will immediately give written notice thereof to the Trustee of the appropriate
series of Securities and to the Exchange Rate Agent (and such Trustee will
promptly thereafter give notice in the manner provided in Section 106 to the
affected Holders) specifying the Conversion Date and the Specified Amount of
each Component Currency on the Conversion Date. In the event the Company
determines in good faith that any subsequent change in any Component Currency as
set forth in the definition of Specified Amount above has occurred, the Company
will similarly give written notice to the Trustee of the appropriate series of
Securities and to the Exchange Rate Agent.

          The Trustee of the appropriate series of Securities shall be fully
justified and protected in relying and acting upon information received by it
from the Company and the Exchange Rate Agent and shall not otherwise have any
duty or obligation to determine the accuracy or validity of such information
independent of the Company or the Exchange Rate Agent.

          SECTION 313.  Appointment and Resignation of Successor Exchange Rate
Agent (a) Unless otherwise specified pursuant to Section 301, if and so long as
the Securities of any series (i) are denominated in a Foreign Currency or (ii)
may be payable in a Foreign Currency, or so long as it is required under any
other provision of this Indenture, then the Company will maintain with respect
to each such series of Securities, or as so required, at least one Exchange Rate
Agent. The Company will cause the Exchange Rate Agent to make the necessary
foreign exchange determinations at the time and in the manner specified pursuant
to Section 301 for the purpose of determining the applicable rate of exchange
and, if applicable, for the purpose of converting the issued Foreign Currency
into the applicable payment Currency for the payment of principal (and premium,
if any) and interest, if any, pursuant to Section 312.

          (b)   No resignation of the Exchange Rate Agent and no appointment of
a successor Exchange Rate Agent pursuant to this Section shall become effective
until the acceptance of appointment by the successor Exchange Rate Agent as
evidenced by a written instrument delivered to the Company and the Trustee of
the appropriate series of Securities accepting such appointment executed by the
successor Exchange Rate Agent.

          (c)   If the Exchange Rate Agent shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of the Exchange
Rate Agent for any cause, with respect to the Securities of one or more series,
the Company, by or pursuant to a Board Resolution, shall promptly appoint a
successor Exchange Rate Agent or Exchange Rate Agents with respect to the
Securities of that or those series (it being understood that any such successor
Exchange Rate Agent may be appointed with respect to the Securities of one or
more or all of

                                       36
<PAGE>

such series and that, unless otherwise specified pursuant to Section 301, at any
time there shall only be one Exchange Rate Agent with respect to the Securities
of any particular series that are originally issued by the Company on the same
date and that are initially denominated and/or payable in the same Currency).

          SECTION 314. CUSIP Numbers. The Company in issuing the Securities may
use "CUSIP" numbers (if then generally in use), and, if so, the Trustee shall
indicate the "CUSIP" numbers of the Securities 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 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 shall promptly notify the Trustee of any
change in "CUSIP" numbers.

                                 ARTICLE FOUR

                          SATISFACTION AND DISCHARGE

          SECTION 401.   Satisfaction and Discharge of Indenture. This Indenture
shall upon Company Request cease to be of further effect with respect to any
series of Securities specified in such Company Request (except as to any
surviving rights of registration of transfer or exchange of Securities of such
series expressly provided for herein or pursuant hereto and any right to receive
Additional Amounts, as provided in Section 1004), and the Trustee, upon receipt
of a Company Order, and at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture as to
such series when:

          (1)  either:

                   (A)   all Securities of such series theretofore authenticated
          and delivered and all coupons, if any, 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 of such series 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 1106, and (iv)
          Securities and coupons of such series for whose payment money has
          theretofore been deposited in trust or segregated and held in trust by
          the Company and thereafter repaid to the Company or discharged from
          such trust, as provided in Section 1003) have been delivered to the
          Trustee for cancellation; or

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

                         (i)    have become due and payable, or

                                       37
<PAGE>

                         (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 Company, in the case of (i), (ii) or (iii) above, has
          irrevocably deposited or caused to be deposited with the Trustee as
          trust funds in trust for such purpose an amount in the Currency in
          which the Securities of such series are payable, sufficient to pay and
          discharge the entire indebtedness on such Securities and such coupons
          not theretofore delivered to the Trustee for cancellation, for
          principal (and premium, if any) and interest, if any, 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 as to such series have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee and any predecessor Trustee under
Section 606, the obligations of the Company to any Authenticating Agent under
Section 611 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.

          SECTION 402. Application of Trust Funds. 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 interest, if any,
for whose payment such money has been deposited with or received by 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 any particular series of Securities, unless otherwise
specified with respect to a series of Securities pursuant to Section 301, means
any one of the following events (whatever the reason for such Event of Default,
whether or not it shall be occasioned by the provisions of

                                       38
<PAGE>

Article Sixteen, and whether or not it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body):

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

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

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

          (4)  default in the performance, or breach, of any covenant or
     agreement of the Company in this Indenture with respect to any Security of
     that series (other than a covenant or agreement a default in whose
     performance or whose breach is elsewhere in this Section specifically dealt
     with), 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)   the Company pursuant to or within the meaning of any Bankruptcy
     Law:

               (A)  commences a voluntary case,

               (B)  consents to the entry of an order for relief against it in
     an involuntary case,

               (C)  consents to the appointment of a Custodian of it or for all
     or substantially all of its property, or

               (D)  makes a general assignment for the benefit of its creditors;
     or (6) a court of competent jurisdiction enters an order or decree under
     any Bankruptcy Law that:

               (A)  is for relief against the Company in an involuntary case,

               (B)  appoints a Custodian of the Company or for all or
     substantially all of its property, or

               (C)  orders the liquidation of the Company,

     and the order or decree remains unstayed and in effect for 90 days; or

                                       39
<PAGE>

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

The term "Bankruptcy Law" means title 11, U.S. Code or any similar Federal or
          --------------
State law for the relief of debtors.  The term "Custodian" means any receiver,
                                                ---------
trustee, assignee, liquidator or other similar official under any Bankruptcy
Law.

          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 (or, if any Securities are
Original Issue Discount Securities or Indexed Securities, such portion of the
principal as may be specified in the terms thereof) of all the Securities of
that series to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by the Holders), and upon any such
declaration such principal or specified portion thereof 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
provided in this Article, the Holders of a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if:

          (1)  the Company has paid or deposited with the Trustee a sum
     sufficient to pay in the Currency in which the Securities of such series
     are payable (except as otherwise specified pursuant to Section 301 for the
     Securities of such series and except, if applicable, as provided in
     Sections 312(b), 312(d) and 312(e)):

               (A)  all overdue installments of interest, if any, on all
          Outstanding Securities of that series and any related coupons,

               (B)  the principal of (and premium, if any, on) all Outstanding
          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 any other amounts due to the
          Trustee under Section 606; and

          (2)  all Events of Default with respect to Securities of that series,
     other than the nonpayment of the principal of (or premium, if any) or
     interest on Securities of that series

                                       40
<PAGE>

     which have 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. The Company covenants that if:

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

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

then the Company will, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of Securities of such series and coupons, the whole
amount then due and payable on such Securities and coupons for principal (and
premium, if any) and interest, if any, with interest upon any overdue principal
(and premium, if any) and, to the extent that payment of such interest shall be
legally enforceable, upon any overdue installments of interest, if any, 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, and any other
amounts due to the Trustee under Section 606.

          If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, and may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Company or any other obligor upon Securities of such series 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 Securities of
such series, 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 of any series shall then be due and
payable as therein expressed or by declaration or otherwise and irrespective of
whether the Trustee shall have made any demand on the Company for the payment of
any overdue principal, premium or interest) shall be entitled and empowered, by
intervention in such proceeding or otherwise:

                                       41
<PAGE>

          (i)   to file and prove a claim for the whole amount of principal (or
     in the case of Original Issue Discount Securities or Indexed Securities,
     such portion of the principal as may be provided in the terms thereof)(and
     premium, if any) and interest, if any, owing and unpaid in respect of the
     Securities and to file such other papers or documents as may be necessary
     or advisable in order to have the claims of the Trustee (including any
     claim for the reasonable compensation, expenses, disbursements and advances
     of the Trustee, its agents and counsel, and any other amounts due to the
     Trustee under Section 606) 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 custodian, receiver, assignee, trustee, liquidator, sequestrator (or
other similar official) in any such judicial proceeding is hereby authorized by
each Holder of Securities of such series 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, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee and any predecessor Trustee, their agents and counsel, and any other
amounts due the Trustee or any predecessor Trustee under Section 606.

          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.

          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 of judgment shall, after provision for the payment of the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, be for the ratable benefit of the Holders of the
Securities and coupons in respect of which such judgment has been recovered.

          SECTION 506. Application Of Money Collected. Any money collected by
the Trustee pursuant to this Article shall be applied in the following order, at
the date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal (or premium, if any) or interest, if any, 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 any
     predecessor Trustee under Section 606;

                                       42
<PAGE>

          SECOND: Subject to Section 1602, to the payment of the amounts then
     due and unpaid upon the Securities and coupons for principal (and premium,
     if any) and interest, if any, 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, if any, respectively; and

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

          SECTION 507. Limitation on Suits. No Holder of any Security of any
series or any related coupon 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 reasonable
     indemnity against the costs, expenses and liabilities to be incurred in
     compliance with such request;

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

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

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all 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, if any, on such Security or payment
of such coupon on the respective due dates expressed in such Security or coupon
(or, in the case of redemption, on the Redemption Date) and to institute suit
for the enforcement of any such payment, and such rights shall not be impaired
without the consent of such Holder.

                                       43
<PAGE>

          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 or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

          SECTION 511. Delay or Omission Not Waiver. No delay or omission of the
Trustee or of any Holder of any Security or coupon to exercise any right or
remedy accruing upon any Event of Default shall impair any such right or remedy
or constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or to the
Holders 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)  the Trustee need not take any action which might involve it in
     personal liability or be unjustly prejudicial to the Holders of Securities
     of such series not consenting.

          SECTION 513. Waiver of Past Defaults. Subject to Section 502, 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

                                       44
<PAGE>

          (1)  in the payment of the principal of (or premium, if any) or
     interest, if any, on any Security of such series or any related coupons, 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 Event of Default or impair any right consequent thereon.

          SECTION 514. Waiver of Stay or Extension Laws. The Company covenants
(to the extent that it may lawfully do so) that it will not at any time insist
upon, or plead, or in any manner whatsoever claim or take the benefit or
advantage of, any stay or extension law wherever enacted, now or at any time
hereafter in force, which may affect the covenants or the performance of this
Indenture; and the Company (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it
will not hinder, delay or impede the execution of any power herein granted to
the Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.

                                  ARTICLE SIX

                                  THE TRUSTEE

          SECTION 601. 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 in the manner and to the extent provided in TIA Section
313(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 (or premium, if any) or
interest, if any, on any Security of such series, or in the payment of any
sinking or purchase fund installment with respect to the Securities of such
series, the Trustee shall be protected in withholding such notice if and so long
as the board of directors, the executive committee or a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determines
that the withholding of such notice is in the interests of the Holders of the
Securities and coupons of such series; and provided further that in the case of
                                           -------- -------
any Default or breach of the character specified in Section 501(4) with respect
to the Securities and coupons of such series, no such notice to Holders shall be
given until at least 60 days after the occurrence thereof.

          SECTION 602. Certain Rights of Trustee. Subject to the provisions of
TIA Section 315(a) through 315(d):

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

                                       45
<PAGE>

          (2)  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, together with any coupons appertaining thereto,
     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 may be sufficiently evidenced by a
     Board Resolution.

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

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

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

          (6)  The Trustee shall not be bound to make any investigation into the
     facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture, note, coupon 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.

          (7)  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.

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

          (9)  The Trustee shall not be charged with knowledge of any Default or
     Event of Default with respect to the Securities of any series unless either
     (1) such Default or Event of Default is known, or ought reasonably to have
     been known, by a Responsible Officer of the Trustee or (2) written notice
     of such Default of Event of Default shall have

                                       46
<PAGE>

     been given to the Trustee by the Company or any other obligor on the
     Securities of any series or by any Holder of the Securities of any series.

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

          SECTION 603. 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 neither the Trustee nor any Authenticating Agent
assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or coupons, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder and that the statements made by it in a
Statement of Eligibility on Form T-1 supplied to the Company are true and
accurate, subject to the qualifications set forth therein. Neither the Trustee
nor any Authenticating Agent shall be accountable for the use or application by
the Company of Securities or the proceeds thereof.

          SECTION 604. May Hold Securities. The Trustee, any Paying Agent,
Security Registrar, Authenticating Agent 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 TIA Sections 310(b) and 311, may
otherwise deal with the Company with the same rights it would have if it were
not Trustee, Paying Agent, Security Registrar, Authenticating Agent or such
other agent.

          SECTION 605. 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 in writing with the Company.

          SECTION 606. Compensation and Reimbursement. The Company agrees:

          (1)  To pay to the Trustee from time to time such compensation for all
     services rendered by it hereunder as the Company and the Trustee shall from
     time to time agree in writing (which compensation shall not be limited by
     any provision of law in regard to the compensation of a trustee of an
     express trust).

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

          (3)  To indemnify each of the Trustee and any predecessor Trustee for,
     and to hold it harmless against, any loss, liability or expense incurred
     without negligence or bad

                                       47
<PAGE>

     faith on its own 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 itself against any claim or liability in connection
     with the exercise or performance of any of its powers or duties hereunder.

          As security for the performance of the obligations of the Company
under this Section, the Trustee for the Securities of any series shall have a
claim prior to the Securities of such 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, if any, on Securities or any
coupons of such series.

          Wherever the Trustee incurs expenses or renders services in connection
with an Event of Default specified in Sections 501(5) or 501(6), the expenses
(including the fees and expenses of its counsel) and the compensation for the
Trustee's services in connection therewith are intended to constitute expenses
of administration under any Bankruptcy Law.

          The provisions of this Section 606 shall survive the resignation or
removal of the Trustee and the termination of this Indenture.

          SECTION 607. Corporate Trustee Required; Eligibility. There shall at
all times be a Trustee hereunder which shall be eligible to act as Trustee under
TIA Section 310(a)(1) and shall have a combined capital and surplus of at least
$50,000,000. If such corporation publishes reports of condition at least
annually, pursuant to law or the requirements of Federal, State, Territorial or
District of Columbia supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

          SECTION 608. Resignation and Removal; Appointment of Successor. (a) No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 609.

          (b)  The Trustee may resign at any time with respect to the Securities
     of one or more series by giving 30 days' prior written notice thereof to
     the Company.

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

          (d)  If at any time:

               (1)  the Trustee shall fail to comply with the provisions of TIA
          Section 310(b) after written request therefore 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 607 and
          shall fail to resign after written request therefore 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

                                       48
<PAGE>

               (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 or pursuant to a Board Resolution may
remove the Trustee and appoint a successor Trustee with respect to all
Securities, or (ii) subject to TIA Section 315(e), any Holder of a Security who
has been a bona fide Holder of a Security for at least six months may, on behalf
of himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to all Securities and
the appointment of a successor Trustee or Trustees.

          (e)  If an instrument of acceptance by a successor Trustee shall not
have been delivered to the Trustee within 30 days after the giving of a notice
of resignation or the delivery of an Act of removal, the Trustee resigning or
being removed may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

          (f)  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 or pursuant to
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). 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, 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 hereinafter provided, any Holder of a
Security who has been a bona fide Holder of a Security of such series for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to Securities of such series.

          (g)  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
in the manner provided for notices to the Holders of Securities in Section 106.
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 609. 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 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

                                       49
<PAGE>

conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee; but, on request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of its charges, execute and
deliver an instrument transferring to such successor Trustee all the rights,
powers and trusts of the retiring Trustee, and shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder, subject nevertheless to its claim, if any, provided for in
Section 606.

          (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 and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates; but, on request of the Company or any successor Trustee, such
retiring Trustee shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates, subject to the lien, if any, provided by Section
606.

          (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 610. 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

                                       50
<PAGE>

execution or filing of any paper or any further act on the part of any of the
parties hereto. In case any Securities or coupons 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 or coupons so authenticated with the
same effect as if such successor Trustee had itself authenticated such
Securities or coupons. In case any Securities or coupons shall not have been
authenticated by such predecessor Trustee, any such successor Trustee may
authenticate and deliver such Securities or coupons, in either its own name or
that of its predecessor Trustee, with the full force and effect which this
Indenture provides for the certificate of authentication of the Trustee.

          SECTION 611. Appointment of Authenticating Agent. At any time when any
of the Securities remain Outstanding, the Trustee may appoint an Authenticating
Agent or Authenticating Agents with respect to one or more series of Securities
which shall be authorized to act on behalf of the Trustee to authenticate
Securities of such series issued upon exchange, registration of transfer or
partial redemption thereof, 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. Any such appointment
shall be evidenced by an instrument in writing signed by a Responsible Officer
of the Trustee, a copy of which instrument shall be promptly furnished to the
Company. 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, except as may
otherwise be provided pursuant to Section 301, shall at all times be a bank or
trust company or corporation organized and doing business and in good standing
under the laws of the United States, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not less than
$1,500,000 and subject to supervision or examination by Federal or State
authorities. If such Authenticating Agent publishes reports of condition at
least annually, pursuant to law or the requirements of the aforesaid 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. In case 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 further act
on the part of the Trustee or the Authenticating Agent.

          An Authenticating Agent for any series of Securities may at any time
resign by giving written notice of resignation to the Trustee for such series
and to the Company. The Trustee for any series of Securities may at any time
terminate the agency of an Authenticating Agent by giving written notice of
termination to such Authenticating Agent and to the Company.

                                       51
<PAGE>

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 for such series may
appoint a successor Authenticating Agent which shall be acceptable to the
Company and shall give notice of such appointment to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve in the
manner set forth in Section 106. 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 herein. No successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section.

          The Company agrees to pay to each Authenticating Agent from time to
time reasonable compensation including reimbursement of its reasonable expenses
for its services under this Section.

          If an appointment of any Authenticating Agent 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 or in lieu of the Trustee's certificate of
authentication, an alternate certificate of authentication substantially in the
following form:

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

                                              THE CHASE MANHATTAN BANK,
                                                     as Trustee

                                              By:_______________________________
                                                     as Authenticating Agent

                                              By:_______________________________
                                                     Authorized Officer

                                 ARTICLE SEVEN

               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

          SECTION 701. Disclosure of Names and Addresses of Holders. Every
Holder of Securities or coupons, by receiving and holding the same, agrees with
the Company and the Trustee that neither the Company nor the Trustee nor any
Authenticating Agent nor any Paying Agent nor 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 TIA Section 312,
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 TIA Section 312(b).

                                       52
<PAGE>

          SECTION 702. Reports by Trustee. Within 60 days after May 15 of each
year commencing with the first May 15 after the first issuance of Securities
pursuant to this Indenture, the Trustee shall transmit by mail to all Holders of
Securities as provided in TIA Section 313(c) a brief report dated as of such May
15 if required by TIA Section 313(a).

          A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange, if any, upon which
the Securities are listed, with the Commission and with the Company.  The
Company will promptly notify the Trustee of the listing of the Securities on any
stock exchange.

          SECTION 703. Reports by Company. The Company will:

          (1)  file with the Trustee, within 15 days after the Company is
     required to file the same with the Commission, copies of the annual reports
     and of the information, documents, and other reports (or copies of such
     portions of any of the foregoing as the Commission may from time to time by
     rules and regulations prescribe) which the Company may be required to file
     with the Commission pursuant to Section 13 or Section 15(d) of the
     Securities Exchange Act of 1934; or, if the Company is not required to file
     information, documents or reports pursuant to either of such Sections, then
     it will file with the Trustee and 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;

          (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

          (3)  comply with all other provisions of TIA Section 314(a).

          SECTION 704. Calculation of Original Issue Discount. With respect to
any Original Issue Discount Security issued pursuant to Section 301, if any,
upon request of the Trustee, the Company shall file with the Trustee promptly at
the end of each calendar year a written notice specifying the amount of original
issue discount (including daily rates and accrual periods), if any, accrued on
Outstanding Securities as of the end of such year.

                                 ARTICLE EIGHT

                 CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

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

                                       53
<PAGE>

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

          (2)  immediately after giving effect to such transaction, no Default
     or Event of Default shall have happened and be continuing; and

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

          SECTION 802. Successor Person Substituted. Upon any consolidation or
merger, or any conveyance or transfer of the properties and assets of the
Company substantially as an entirety in accordance with Section 801, the
successor Person formed by such consolidation or into which the Company is
merged or the successor Person to which such conveyance or transfer is made
shall succeed to, and be substituted for, and may exercise every right and power
of, the Company under this Indenture with the same effect as if such successor
had been named as the Company herein; and in the event of any such conveyance or
transfer, the Company shall be discharged from all obligations and covenants
under this Indenture and the Securities and coupons and may be dissolved and
liquidated.

                                 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 or pursuant to 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 Person 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

                                       54
<PAGE>

          (3)  to add any additional Events of Default for the benefit of the
     Holders of all or any series of Securities (and if such Events of Default
     are to be for the benefit of less than all series of Securities, stating
     that such Events of Default are expressly being included solely for the
     benefit of such series); provided, however, that in respect of any such
                              --------  -------
     additional Events of Default such supplemental indenture may provide for a
     particular period of grace after default (which period may be shorter or
     longer than that allowed in the case of other defaults) or may provide for
     an immediate enforcement upon such default or may limit the remedies
     available to the Trustee upon such default or may limit the right of the
     Holders of a majority in aggregate principal amount of that or those series
     of Securities to which such additional Events of Default apply to waive
     such default; or

          (4)  to add to or change any of the provisions of this Indenture to
     provide that Bearer Securities may be registerable as to principal, to
     change or eliminate any restrictions on the payment of principal of or any
     premium or interest on Bearer Securities, to permit Bearer Securities to be
     issued in exchange for Registered Securities, to permit Bearer Securities
     to be issued in exchange for Bearer Securities of other authorized
     denominations or to permit or facilitate the issuance of Securities in
     uncertificated form; provided that any such action shall not, as evidenced
                          --------
     by an Opinion of Counsel delivered to the Trustee, adversely affect the
     interests of the Holders of Securities of any series or any related coupons
     in any material respect; or

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

          (6)  to establish the form or terms of Securities of any series and
     any related coupons as permitted by Sections 201 and 301, including the
     provisions and procedures relating to Securities convertible into or
     exchangeable for any securities of any Person (including the Company); or

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

          (8)  to cure any ambiguity, to correct or supplement any provision
     herein which may be inconsistent with any other provision herein, or to
     make any other provisions with respect to matters or questions arising
     under this Indenture; provided that any such action shall not, as evidenced
                           --------
     by an Opinion of Counsel delivered to the Trustee, adversely affect the
     interests of the Holders of Securities of any series or any related coupons
     in any material respect; or

          (9)  to supplement any of the provisions of this Indenture to such
     extent as shall be necessary to permit or facilitate the defeasance and
     discharge of any series of Securities pursuant to Sections 401, 1402 and
     1403; provided that any such action shall
           --------

                                       55
<PAGE>

     not, as evidenced by an Opinion of Counsel delivered to the Trustee,
     adversely affect the interests of the Holders of Securities of such series
     and any related coupons or any other series of Securities in any material
     respect.

          SECTION 902. Supplemental Indentures With Consent Of Holders. With the
consent of the Holders of not less than a majority in principal amount of all
Outstanding Securities affected by such supplemental indenture, by Act of said
Holders delivered to the Company and the Trustee, the Company, when authorized
by or pursuant to 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 and any related coupons under this Indenture; provided, however, that
                                                         --------  -------
no such supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby:

          (1)  change the Stated Maturity of the principal of (or premium, if
     any, on) or any installment of principal of or interest on, any Security;
     or reduce the principal amount thereof or the rate of interest thereon, or
     any premium payable upon the redemption thereof, or change any obligation
     of the Company to pay Additional Amounts pursuant to Section 1004 (except
     as contemplated by Section 801(1) and permitted by Section 901(1)), or
     reduce the portion of the principal of an Original Issue Discount Security
     or Indexed Security that would be due and payable upon a declaration of
     acceleration of the Maturity thereof pursuant to Section 502 or the amount
     thereof provable in bankruptcy pursuant to Section 504, or adversely affect
     any right of repayment at the option of the Holder of any Security, or
     change any Place of Payment where, or the Currency in which, any Security
     or any premium or 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 or repayment at the
     option of the Holder, on or after the Redemption Date or the Repayment
     Date, as the case may be), or adversely affect any right to convert or
     exchange any Security as may be provided pursuant to Section 301 herein; 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 with respect to such series (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;

          (3)  modify any of the provisions of this Section, Section 513 or
     Section 1006, 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; or

          (4)  modify any of the provisions of this Indenture relating to the
     subordination of the Securities in a manner adverse to the Holders.

                                       56
<PAGE>

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

          A supplemental indenture which changes or eliminates any covenant or
other provision of this Indenture 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.

          The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Persons entitled to consent to any indenture
supplemental hereto.  If a record date is fixed, the Holders on such record
date, or their duly designated proxies, and only such Persons, shall be entitled
to consent to such supplemental indenture, whether or not such Holders remain
Holders after such record date; provided that unless such consent shall have
                                --------
become effective by virtue of the requisite percentage having been obtained
prior to the date which is 90 days after such record date, any such consent
previously given shall automatically and without further action by any Holder be
cancelled and of no further effect.

          SECTION 903. Execution of Supplemental Indentures. In executing, or
accepting the additional trusts created by, any supplemental indenture permitted
by this Article or the modification thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, in addition to any
documents required by Section 102, and 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 coupon 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.

                                       57
<PAGE>

          SECTION 907. Effect on Senior Indebtedness. No supplemental indenture
shall adversely affect the rights of any holder of Senior Indebtedness under
Article Sixteen without the consent of such holder.

                                  ARTICLE TEN

                                   COVENANTS

          SECTION 1001. Payment of Principal, Premium 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, if any, 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. Unless otherwise
specified with respect to Securities of any series pursuant to Section 301, at
the option of the Company, all payments of principal may be paid by check to the
registered Holder of the Registered Security or other person entitled thereto
against surrender of such Security. Unless otherwise specified as contemplated
by Section 301 with respect to any series of Securities, any interest due on
Bearer Securities on or before Maturity shall be payable only upon presentation
and surrender of the several coupons for such interest installments as are
evidenced thereby as they severally mature.

          SECTION 1002. Maintenance of Office or Agency. If Securities of a
series are issuable only as Registered Securities, the Company shall maintain in
each Place of Payment for any series of Securities an office or agency where
Securities of that series may be presented or surrendered for payment, where
Securities of that series may be surrendered for registration of transfer or
exchange, where Securities of that series that are convertible or exchangeable
may be surrendered for conversion or exchange, as applicable, and where notices
and demands to or upon the Company in respect of the Securities of that series
and this Indenture may be served. If Securities of a series are issuable as
Bearer Securities, the Company will maintain (A) in the Borough of Manhattan,
The City of New York, an office or agency where any Registered Securities of
that series may be presented or surrendered for payment, where any Registered
Securities of that series may be surrendered for registration of transfer, where
Securities of that series may be surrendered for exchange, where Securities of
that series that are convertible or exchangeable may be surrendered for
conversion or exchange, as applicable, where notices and demands to or upon the
Company in respect of the Securities of that series and this Indenture may be
served and where Bearer Securities of that series and related coupons may be
presented or surrendered for payment in the circumstances described in the
following paragraph (and not otherwise), (B) subject to any laws or regulations
applicable thereto, in a Place of Payment for that series which is located
outside the United States, an office or agency where Securities of that series
and related coupons may be presented and surrendered for payment; provided,
                                                                  --------
however, that if the Securities of that series are listed on the Luxembourg
-------
Stock Exchange or any other stock exchange located outside the United States and
such stock exchange shall so require, the Company will maintain a Paying Agent
for the Securities of that series in Luxembourg or any other required city
located outside the United States, as the case may be, so long as the Securities

                                       58
<PAGE>

of that series are listed on such exchange, and (C) subject to any laws or
regulations applicable thereto, in a Place of Payment for that series located
outside the United States an office or agency where any Registered Securities of
that series may be surrendered for registration of transfer, where Securities of
that series may be surrendered for exchange, where Securities of that series
that are convertible or exchangeable may be surrendered for conversion or
exchange, as applicable, and where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served. The
Company will give prompt written notice to the Trustee of the location, and any
change in the location, of each 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 at the offices specified in the
Security, in London, England, and the Company hereby appoints the same as its
agent to receive such respective presentations, surrenders, notices and demands,
and the Company hereby appoints the Trustee its agent to receive all such
presentations, surrenders, notices and demands.

          Unless otherwise specified with respect to any Securities pursuant to
Section 301, 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, that, if
                                                     --------  -------
the Securities of a series are payable in Dollars, payment of principal of (and
premium, if any) and interest, if any, on any Bearer Security shall be made at
the office of the Company's Paying Agent in the Borough of Manhattan, The City
of New York, if (but only if) payment in Dollars of the full amount of such
principal, premium or interest, as the case may be, at all offices or agencies
outside the United States maintained for such purpose by the Company in
accordance with this Indenture, is illegal or effectively precluded by exchange
controls or other similar restrictions.

          The Company may 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 of 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 accordance with the requirements set forth above for Securities of
any series for such purposes. The Company will give prompt written notice to the
Trustee of any such designation or rescission and of any change in the location
of any such other office or agency. Unless otherwise specified with respect to
any Securities pursuant to Section 301 with respect to a series of Securities,
the Company hereby designates as Places of Payment for each series of Securities
the office or agency of the Company in the Borough of Manhattan, The City of New
York, and initially appoints the Trustee at its Corporate Trust Office as Paying
Agent in such city and as its agent to receive all such presentations,
surrenders, notices and demands.

          Unless otherwise specified with respect to any Securities pursuant to
Section 301, if and so long as the Securities of any series (i) are denominated
in a currency other than Dollars or (ii) may be payable in a currency other than
Dollars, or so long as it is required under any

                                       59
<PAGE>

other provision of the Indenture, then the Company will maintain with respect to
each such series of Securities, or as so required, at least one Exchange Rate
Agent.

          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 any Securities and any related coupons, it will, on or before each due
date of the principal of (or premium, if any) or interest, if any, on any of the
Securities of that series, segregate and hold in trust for the benefit of the
Persons entitled thereto a sum in the Currency in which the Securities of such
series are payable (except as otherwise specified pursuant to Section 301 for
the Securities of such series and except, if applicable, as provided in Sections
312(b), 312(d) and 312(e)) sufficient to pay the principal of (and premium, if
any) and interest, if any, on Securities of such series 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 and any related coupons, it will, on or before each due
date of the principal of (or premium, if any) or interest, if any, on any
Securities of that series, deposit with a Paying Agent a sum (in the Currency
described in the preceding paragraph) sufficient to pay the principal (or
premium, if any) or interest, if any, 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 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 sums.

          Except as otherwise provided in the Securities of any series, 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 (or premium, if any) or
interest, if any, on any Security of any series and remaining unclaimed for two
years after such principal, premium or interest has become due and payable shall
be paid to the Company upon Company Request or (if then held by the Company)
shall be discharged from such trust; and the Holder of such Security shall
thereafter, as an unsecured general creditor, look only to the Company for
payment of such principal, premium or interest on any Security, without interest
thereon, 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, 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, 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 a Security of such

                                       60
<PAGE>

series or any coupon appertaining thereto Additional Amounts as may be specified
as contemplated by Section 301. Whenever in this Indenture there is mentioned,
in any context, the payment of the principal of (or premium, if any) or
interest, if any, on any Security of any series or payment of 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 by the terms of such series established pursuant to
Section 301 to the extent that, in such context, Additional Amounts are, were or
would be payable in respect thereof pursuant to such terms and express mention
of the payment of Additional Amounts (if applicable) in any provisions hereof
shall not be construed as excluding Additional Amounts in those provisions
hereof where such express mention is not made.

          Except as otherwise specified as contemplated by Section 301, 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 any premium is
made), and at least 10 days prior to each date of payment of principal, premium
or interest if there has been any change with respect to the matters set forth
in the below-mentioned Officers' Certificate, the Company will furnish the
Trustee and the Company's principal Paying Agent or Paying Agents, if other than
the Trustee, with an Officers' Certificate instructing the Trustee and such
Paying Agent or Paying Agents whether such payment of principal, premium or
interest on the Securities of that series shall be made to Holders of Securities
of that series or any related coupons who are not United States persons without
withholding for or on account of any tax, assessment or other governmental
charge described in the Securities of the 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 of that series or related coupons and the Company will pay to the
Trustee or such Paying Agent the Additional Amounts required by the terms of
such Securities. In the event that the Trustee or any Paying Agent, as the case
may be, shall not so receive the above-mentioned certificate, then the Trustee
or such Paying Agent shall be entitled (i) to assume that no such withholding or
deduction is required with respect to any payment of principal or interest with
respect to any Securities of a series or related coupons until it shall have
received a certificate advising otherwise and (ii) to make all payments of
principal and interest with respect to the Securities of a series or related
coupons without withholding or deductions until otherwise advised. The Company
covenants to indemnify the Trustee and any Paying Agent for, and to hold them
harmless against, any loss, liability or expense reasonably incurred without
negligence or bad faith on their part arising out of or in connection with
actions taken or omitted by any of them in reliance on any Officers' Certificate
furnished pursuant to this Section or in reliance on the Company's not
furnishing such an Officers' Certificate.

          SECTION 1005. Statement as to Compliance. The Company will deliver to
the Trustee, within 120 days after the end of each fiscal year (beginning with
the fiscal year ending on ____________), an Officers' Certificate, stating
whether or not to the best knowledge of the signers thereof the Company is in
default in the performance and observance of any of the terms, provisions and
conditions of this Indenture (without regard to any period of grace or
requirement of notice provided hereunder) and, if the Company shall be in
default, specifying all such defaults and the nature and status thereof of which
they may have knowledge.

                                       61
<PAGE>

          SECTION 1006. Waiver of Certain Covenants. The Company may omit in any
particular instance to comply with any term, provision or condition as specified
pursuant to Section 301(15) for Securities of any series, in any covenants of
the Company added to Article Ten pursuant to Section 301(14) or Section 301(15)
in connection with Securities of a series, if before or after the time for such
compliance the Holders of at least a majority in principal amount of all
outstanding Securities, by Act of such Holders, waive such compliance in such
instance or generally waive compliance with such term, provision or condition,
but no such waiver shall extend to or affect such term, provision or condition
except to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Company and the duties of the Trustee in
respect of any such term, provision or condition shall remain in full force and
effect.

                                ARTICLE ELEVEN

                           REDEMPTION OF SECURITIES

          SECTION 1101. Applicability of Article. Securities of any series which
are redeemable before their Stated Maturity shall be redeemable in accordance
with their terms and (except as otherwise specified as contemplated by Section
301 for Securities of any series) in accordance with this Article.

          SECTION 1102. Election to Redeem; Notice to Trustee. The election of
the Company to redeem any Securities shall be evidenced by or pursuant to a
Board Resolution. In case of any redemption at the election of the Company of
less than all of the Securities of any series, the Company shall, at least 60
days prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee in writing of such
Redemption Date and of the principal amount of Securities of such series to be
redeemed. In the case of any redemption of Securities prior to the expiration of
any restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with such restriction.

          SECTION 1103. Selection by Trustee of Securities to Be Redeemed. If
less than all the Securities of any series issued on the same day with the same
terms 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 issued on such date with the same
terms not previously called for redemption, by such method as the Trustee shall
deem fair and appropriate and which may provide for the selection for redemption
of portions (equal to the minimum authorized denomination for Securities of that
series or any integral multiple thereof) of the principal amount of Securities
of such series of a denomination larger than the minimum authorized denomination
for Securities of that series.

          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 Security

                                       62
<PAGE>

redeemed or to be redeemed only in part, to the portion of the principal amount
of such Security which has been or is to be redeemed.

           SECTION 1104. Notice of Redemption.  Notice of redemption shall be
given in the manner provided in Section 106, not less than 30 days nor more than
60 days prior to the Redemption Date, unless a shorter period is specified by
the terms of such series established pursuant to Section 301, to each Holder of
Securities to be redeemed, but failure to give such notice in the manner herein
provided to the Holder of any Security 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 such Security or
portion thereof.

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

           All notices of redemption shall state:

           (1)  the Redemption Date,

           (2)  the Redemption Price and accrued interest, if any, to the
     Redemption Date payable as provided in Section 1106,

           (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 Security or Securities to be redeemed,

           (4)  in case any 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 will receive, without a
     charge, a new Security or Securities of authorized denominations for the
     principal amount thereof remaining unredeemed,

           (5)  that on the Redemption Date, the Redemption Price and accrued
     interest, if any, to the Redemption Date payable as provided in Section
     1106 will become due and payable upon each such Security, or the portion
     thereof, to be redeemed and, if applicable, that interest thereon shall
     cease to accrue on and after said date,

           (6)  the Place or Places of Payment 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 accrued interest, if any,

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

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

                                       63
<PAGE>

     satisfactory to the Company, the Trustee for such series and any Paying
     Agent is furnished,

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

           (10) the CUSIP number of such Security, if any.

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

           SECTION 1105. Deposit of Redemption Price.  On or prior to 10:00
a.m., New York City time, on 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, which it may not do in the case of a sinking fund payment under
Article Twelve, segregate and hold in trust as provided in Section 1003) an
amount of money in the Currency in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series and except, if applicable, as provided in Sections
312(b), 312(d) and 312(e)) sufficient to pay on the Redemption Date 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 1106. Securities Payable on Redemption Date.  Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified in the Currency in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series and except, if applicable, as provided in Sections
312(b), 312(d) and 312(e)) (together with accrued interest, if any, to the
Redemption Date), and from and after such date (unless the Company shall default
in the payment of the Redemption Price and accrued interest, if any) such
Securities shall if the same were interest-bearing 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, if any, 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 at an office or agency
located outside the United States (except as otherwise provided in Section 1002)
and, unless otherwise specified as contemplated by Section 301, only upon
presentation and surrender of coupons for such interest, 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.

                                       64
<PAGE>

           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 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 at an office
-------
or agency located outside the United States (except as otherwise provided in
Section 1002) and, unless otherwise specified as contemplated by Section 301,
only upon presentation and surrender of those coupons.

           If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the Redemption Price shall, until paid, bear
interest from the Redemption Date at the rate of interest set forth in such
Security or, in the case of an Original Issue Discount Security, at the Yield to
Maturity of such Security.

           SECTION 1107. Securities Redeemed in Part.  Any Registered Security
which is to be redeemed only in part (pursuant to the provisions of this Article
or of Article Twelve) shall be surrendered at a Place of Payment therefore
(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 Security or
Securities of the same series, 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. However, if
less than all the Securities of any series with differing issue dates, interest
rates and stated maturities are to be redeemed, the Company in its sole
discretion shall select the particular Securities to be redeemed and shall
notify the Trustee in writing thereof at least 45 days prior to the relevant
redemption date.

                                ARTICLE TWELVE

                                 SINKING FUNDS

           SECTION 1201. 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 specified as contemplated by Section 301 for
Securities of such series.

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

                                       65
<PAGE>

the redemption of Securities of any series as provided for by the terms of
Securities of such series.

           SECTION 1202. Satisfaction of Sinking Fund Payments with Securities.
The Company may, in satisfaction of all or any part of any mandatory sinking
fund payment with respect to the Securities of a series, (1) deliver Outstanding
Securities of such series (other than any previously called for redemption)
together in the case of any Bearer Securities of such series with all unmatured
coupons appertaining thereto and (2) 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 Securities or  through the application of permitted optional
sinking fund payments pursuant to the terms of such Securities, as provided for
by the terms of such Securities; provided that such Securities so delivered or
                                 --------
applied as a credit have not been previously so credited.  Such Securities shall
be received and credited for such purpose by the Trustee at the applicable
Redemption Price specified in such Securities for redemption through operation
of the sinking fund and the amount of such mandatory sinking fund payment shall
be reduced accordingly.

           SECTION 1203. Redemption of Securities for Sinking Fund.  Not less
than 60 days prior to each sinking fund payment date for Securities of any
series, 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 in the Currency in which the
Securities of such series are payable (except as otherwise specified pursuant to
Section 301 for the Securities of such series and except, if applicable, as
provided in Sections 312(b), 312(d) and 312(e)) and the portion thereof, if any,
which is to be satisfied by delivering and crediting Securities of that series
pursuant to Section 1202, 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 delivered and credited. 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 1103 and
cause notice of the redemption thereof to be given in the name of and at the
expense of the Company in the manner provided in Section 1104. Such notice
having been duly given, the redemption of such Securities shall be made upon the
terms and in the manner stated in Sections 1106 and 1107.

                               ARTICLE THIRTEEN

                      REPAYMENT AT THE OPTION OF HOLDERS

           SECTION 1301. Applicability of Article. Repayment of Securities of
any series before their Stated Maturity at the option of Holders thereof shall
be made in accordance with the terms of such Securities and (except as otherwise
specified by the terms of such series established pursuant to Section 301) in
accordance with this Article.

           SECTION 1302. Repayment of Securities.  Securities of any series
subject to repayment in whole or in part at the option of the Holders thereof
will, unless otherwise provided

                                       66
<PAGE>

in the terms of such Securities, be repaid at the Repayment Price thereof,
together with interest, if any, thereon accrued to the Repayment Date specified
in or pursuant to the terms of such Securities. The Company covenants that on or
before the Repayment Date it will 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 in the Currency in
which the Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series and except, if
applicable, as provided in Sections 312(b), 312(d) and 312(e)) sufficient to pay
the Repayment Price of, and (except if the Repayment Date shall be an Interest
Payment Date) accrued interest on, all the Securities or portions thereof, as
the case may be, to be repaid on such date.

           SECTION 1303. Exercise of Option.  Securities of any series subject
to repayment at the option of the Holders thereof will contain an "Option to
                                                                   ---------
Elect Repayment" form on the reverse of such Securities. To be repaid at the
---------------
option of the Holder, any Security so providing for such repayment, with the
"Option to Elect Repayment" form on the reverse of such Security duly completed
 -------------------------
by the Holder (or by the Holder's attorney duly authorized in writing), must be
received by the Company at the Place of Payment therefore specified in the terms
of such Security (or at such other place or places of which the Company shall
from time to time notify the Holders of such Securities) not earlier than 45
days nor later than 30 days prior to the Repayment Date. If less than the entire
Repayment Price of such Security is to be repaid in accordance with the terms of
such Security, the portion of the Repayment Price of such Security to be repaid,
in increments of the minimum denomination for Securities of such series, and the
denomination or denominations of the Security or Securities to be issued to the
Holder for the portion of such Security surrendered that is not to be repaid,
must be specified. Any Security providing for repayment at the option of the
Holder thereof may not be repaid in part if, following such repayment, the
unpaid principal amount of such Security would be less than the minimum
authorized denomination of Securities of the series of which such Security to be
repaid is a part. Except as otherwise may be provided by the terms of any
Security providing for repayment at the option of the Holder thereof, exercise
of the repayment option by the Holder shall be irrevocable unless waived by the
Company.

           SECTION 1304. When Securities Presented for Repayment Become Due and
Payable.  If Securities of any series providing for repayment at the option of
the Holders thereof shall have been surrendered as provided in this Article and
as provided by or pursuant to the terms of such Securities, such Securities or
the portions thereof, as the case may be, to be repaid shall become due and
payable and shall be paid by the Company on the Repayment Date therein
specified, and on and after such Repayment Date (unless the Company shall
default in the payment of such Securities on such Repayment Date) such
Securities shall, if the same were interest-bearing, cease to bear interest and
the coupons for such interest appertaining to any Bearer Securities so to be
repaid, except to the extent provided below, shall be void. Upon surrender of
any such Security for repayment in accordance with such provisions, together
with all coupons, if any, appertaining thereto maturing after the Repayment
Date, the Repayment Price of such Security so to be repaid shall be paid by the
Company, together with accrued interest, if any, to the Repayment Date;
provided, however, that coupons whose Stated Maturity is on or prior to the
--------  -------
Repayment Date shall be payable only at an office or agency located outside the
United States (except as otherwise provided in Section 1002) and, unless
otherwise specified pursuant to Section 301, only upon presentation and
surrender of such coupons; and provided
                               --------

                                       67
<PAGE>

further that, in the case of Registered Securities, installments of interest, if
-------
any, whose Stated Maturity is on or prior to the Repayment Date shall be payable
(but without interest thereon, unless the Company shall default in the payment
thereof) 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 repayment shall not be
accompanied by all appurtenant coupons maturing after the Repayment Date, such
Security may be paid after deducting from the amount payable therefore as
provided in Section 1302 an amount equal to the face amount of all such missing
coupons, or the surrender of such missing coupon or coupons may be waived by the
Company and the Trustee if there be furnished to them such security or indemnity
as they may  require to save each of them and any Paying Agent harmless.  If
thereafter the Holder of such Security shall surrender to the Trustee or any
Paying Agent any such missing coupon in respect of which a deduction shall have
been made as provided in the preceding sentence, such Holder shall be entitled
to receive the amount so deducted; provided, however, that interest represented
                                   --------  -------
by coupons shall be payable only at an office or agency located outside the
United States (except as otherwise provided in Section 1002) and, unless
otherwise specified as contemplated by Section 301, only upon presentation and
surrender of those coupons.

           If any Security surrendered for repayment shall not be so repaid upon
surrender thereof, the Repayment Price shall, until paid, bear interest from the
Repayment Date at the rate of interest set forth in such Security or, in the
case of an Original Issue Discount Security, at the Yield to Maturity of such
Security.

           SECTION 1305. Securities Repaid in Part.  Upon surrender of any
Registered Security which is to be repaid in part only, the Company shall
execute and the Trustee shall authenticate and deliver to the Holder of such
Security, without service charge and at the expense of the Company, a new
Registered Security or Securities of the same series, of any authorized
denomination specified by the Holder, in an aggregate principal amount equal to
and in exchange for the portion of the principal of such Security so surrendered
which is not to be repaid.

                               ARTICLE FOURTEEN

                      DEFEASANCE AND COVENANT DEFEASANCE

           SECTION 1401.  Applicability of Article; Company's Option to Effect
Defeasance or Covenant Defeasance.  If pursuant to Section 301 provision is made
for either or both of (a) defeasance of the Securities of a series under Section
1402 or (b) covenant defeasance of the Securities of a series under Section
1403, then the provisions of such Section or Sections, as the case may be,
together with the other provisions of this Article (with such modifications
thereto as may be specified pursuant to Section 301 with respect to any
Securities), shall be applicable to such Securities and any coupons appertaining
thereto, and the Company may at its option by Board Resolution, at any time,
with respect to such Securities and any coupons appertaining thereto, elect to
have Section 1402 (if applicable) or Section 1403 (if applicable) be applied to
such Outstanding Securities and any coupons appertaining thereto upon compliance
with the conditions set forth below in this Article.

                                       68
<PAGE>

          SECTION 1402.  Defeasance and Discharge.  Upon the Company's exercise
of the above option applicable to this Section with respect to any Securities of
a series, the Company shall be deemed to have been discharged from its
obligations with respect to such Outstanding Securities and any coupons
appertaining thereto on the date the conditions set forth in Section 1404 are
satisfied (hereinafter, "defeasance"). For this purpose, such defeasance means
that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by such Outstanding Securities and any coupons
appertaining thereto, which shall thereafter be deemed to be "Outstanding" only
for the purposes of Section 1405 and the other Sections of this Indenture
referred to in clauses (A) and (B) of this Section, and to have satisfied all
its other obligations under such Securities and any coupons appertaining thereto
and this Indenture insofar as such Securities and any coupons appertaining
thereto are concerned (and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging the same), except for the following
which shall survive until otherwise terminated or discharged hereunder: (A) the
rights of Holders of such Outstanding Securities and any coupons appertaining
thereto to receive, solely from the trust fund described in Section 1404 and as
more fully set forth in such Section, payments in respect of the principal of
(and premium, if any) and interest, if any, on such Securities and any coupons
appertaining thereto when such payments are due, (B) the Company's obligations
with respect to such Securities under Sections 305, 306, 1002 and 1003 and with
respect to the payment of Additional Amounts, if any, on such Securities as
contemplated by Section 1004, (C) the rights, powers, trusts, duties and
immunities of the Trustee hereunder and (D) this Article. Subject to compliance
with this Article Fourteen, the Company may exercise its option under this
Section notwithstanding the prior exercise of its option under Section 1403 with
respect to such Securities and any coupons appertaining thereto. Money and
securities held in trust pursuant to Section 1402 shall not be subject to
Article Sixteen.

          SECTION 1403.  Covenant Defeasance.  Upon the Company's exercise of
the above option applicable to this Section, the Company shall be released from
its obligations under any covenant specified with respect to any Outstanding
Securities of any series of Securities established pursuant to Section 301 and
any coupons appertaining to any such Securities, on and after the date the
conditions set forth in Section 1404 are satisfied (hereinafter, "covenant
defeasance"), and such Securities and any coupons appertaining thereto shall
thereafter be deemed to be not "Outstanding" for the purposes of any direction,
waiver, consent or declaration or Act of Holders (and the consequences of any
thereof) in connection with any such covenant, but shall continue to be deemed
"Outstanding" for all other purposes hereunder. For this purpose, such covenant
defeasance means that, with respect to such Outstanding Securities and any
coupons appertaining thereto, the Company may omit to comply with and shall have
no liability in respect of any term, condition or limitation set forth in any
such Section or such other covenant, whether directly or indirectly, by reason
of any reference elsewhere herein to any such Section or such other covenant or
by reason of reference in any such Section or such other covenant to any other
provision herein or in any other document and such omission to comply shall not
constitute a Default or an Event of Default under Section 501(4) or 501(7) or
otherwise, as the case may be, but, except as specified above, the remainder of
this Indenture and such Securities and any coupons appertaining thereto shall be
unaffected thereby.

                                       69
<PAGE>

          SECTION 1404.  Conditions to Defeasance or Covenant Defeasance.  The
following shall be the conditions to application of Section 1402 or Section 1403
to any Outstanding Securities of a series and any coupons appertaining thereto:

          (a)  The Company shall irrevocably have deposited or caused to be
     deposited with the Trustee (or another trustee satisfying the requirements
     of Section 607 who shall agree to comply with the provisions of this
     Article Fourteen applicable to it) as trust funds in trust for the purpose
     of making the following payments, specifically pledged as security for, and
     dedicated solely to, the benefit of the Holders of such Securities and any
     coupons appertaining thereto, (1) an amount (in such Currency in which such
     Securities and any coupons appertaining thereto are then specified as
     payable at Stated Maturity), or (2) Government Obligations applicable to
     such Securities and coupons appertaining thereto (determined on the basis
     of the Currency in which such Securities and coupons appertaining thereto
     are then specified as payable at Stated Maturity) which through the
     scheduled payment of principal and interest in respect thereof in
     accordance with their terms will provide, not later than one day before the
     due date of any payment of principal of (and premium, if any) and interest,
     if any, on such Securities and any coupons appertaining thereto, money in
     an amount, or (3) a combination thereof in an amount, sufficient, in the
     opinion of a nationally recognized firm of independent public accountants
     expressed in a written certification thereof delivered to the Trustee, to
     pay and discharge, and which shall be applied by the Trustee (or other
     qualifying trustee) to pay and discharge, (i) the principal of (and
     premium, if any) and interest, if any, on such Outstanding Securities and
     any coupons appertaining thereto on the Stated Maturity of such principal
     or installment of principal or interest and (ii) any mandatory sinking fund
     payments or analogous payments applicable to such Outstanding Securities
     and any coupons appertaining thereto on the day on which such payments are
     due and payable in accordance with the terms of this Indenture and of such
     Securities and any coupons appertaining thereto.

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

          (c)  No Default or Event of Default with respect to such Securities
     and any coupons appertaining thereto shall have occurred and be continuing
     on the date of such deposit or, insofar as Sections 501(5) and 501(6) are
     concerned, at any time during the period ending on the 91st day after the
     date of such deposit (it being understood that this condition shall not be
     deemed satisfied until the expiration of such period).

          (d)  In the case of an election under Section 1402, the Company shall
     have delivered to the Trustee an Opinion of Counsel stating that (i) the
     Company has received from, or there has been published by, the Internal
     Revenue Service a ruling, or (ii) since the date of execution of this
     Indenture, there has been a change in the applicable Federal income tax
     law, in either case to the effect that, and based thereon such opinion
     shall confirm that, the Holders of such Outstanding Securities and any
     coupons appertaining thereto will not recognize income, gain or loss for
     Federal income tax purposes as a result of such defeasance and will be
     subject to Federal income tax on the same amounts, in the

                                       70
<PAGE>

     same manner and at the same times as would have been the case if such
     defeasance had not occurred.

          (e)  In the case of an election under Section 1403, the Company shall
     have delivered to the Trustee an Opinion of Counsel to the effect that the
     Holders of such Outstanding Securities and any coupons appertaining thereto
     will not recognize income, gain or loss for Federal income tax purposes as
     a result of such covenant defeasance and will be subject to Federal income
     tax on the same amounts, in the same manner and at the same times as would
     have been the case if such covenant defeasance had not occurred.

          (f)  The Company shall have delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel, each stating that all conditions
     precedent to the defeasance under Section 1402 or the covenant defeasance
     under Section 1403 (as the case may be) have been complied with and an
     Opinion of Counsel to the effect that either (i) as a result of a deposit
     pursuant to subsection (a) above and the related exercise of the Company's
     option under Section 1402 or Section 1403 (as the case may be),
     registration is not required under the Investment Company Act of 1940, as
     amended, by the Company, with respect to the trust funds representing such
     deposit or by the trustee for such trust funds or (ii) all necessary
     registrations under said Act have been effected.

          (g)  Notwithstanding any other provisions of this Section, such
     defeasance or covenant defeasance shall be effected in compliance with any
     additional or substitute terms, conditions or limitations which may be
     imposed on the Company in connection therewith pursuant to Section 301.

          SECTION 1405.  Deposited Money and Government Obligations to Be Held
in Trust; Other Miscellaneous Provisions.  Subject to the provisions of the last
paragraph of Section 1003, all money and Government Obligations (or other
property as may be provided pursuant to Section 301) (including the proceeds
thereof) deposited with the Trustee (or other qualifying trustee, collectively
for purposes of this Section 1405, the "Trustee") pursuant to Section 1404 in
respect of any Outstanding Securities of any series and any coupons appertaining
thereto shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and any coupons appertaining thereto and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities and any coupons appertaining
thereto of all sums due and to become due thereon in respect of principal (and
premium, if any) and interest, if any, but such money need not be segregated
from other funds except to the extent required by law.

          Unless otherwise specified with respect to any Security pursuant to
Section 301, if, after a deposit referred to in Section 1404(a) has been made,
(a) the Holder of a Security in respect of which such deposit was made is
entitled to, and does, elect pursuant to Section 312(b) or the terms of such
Security to receive payment in a Currency other than that in which the deposit
pursuant to Section 1404(a) has been made in respect of such Security, or (b) a
Conversion Event occurs as contemplated in Section 312(d) or 312(e) or by the
terms of any Security in respect of which the deposit pursuant to Section
1404(a) has been made, the indebtedness represented by such Security and any
coupons appertaining thereto shall be deemed

                                       71
<PAGE>

to have been, and will be, fully discharged and satisfied through the payment of
the principal of (and premium, if any) and interest, if any, on such Security as
the same becomes due out of the proceeds yielded by converting (from time to
time as specified below in the case of any such election) the amount or other
property deposited in respect of such Security into the Currency in which such
Security becomes payable as a result of such election or Conversion Event based
on the applicable Market Exchange Rate for such Currency in effect on the second
Business Day prior to each payment date, except, with respect to a Conversion
Event, for such Currency in effect (as nearly as feasible) at the time of the
Conversion Event.

          The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the Government Obligations
deposited pursuant to Section 1404 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of such Outstanding Securities and any coupons
appertaining thereto.

          Anything in this Article to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money or Government Obligations (or other property and any proceeds therefrom)
held by it as provided in Section 1404 which, in the opinion of a nationally
recognized firm of independent  public accountants expressed in a written
certification thereof delivered to the Trustee, are in excess of the amount
thereof which would then be required to be deposited to effect a defeasance or
covenant defeasance, as applicable, in accordance with this Article.

          SECTION 1406.  Reinstatement. (a)  If the Trustee or Paying Agent is
unable to apply any money or Government Obligations in accordance with Section
1405 by reason of any legal proceeding or by reason of any order or judgment of
any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, the Company's obligations under this Indenture and
the Securities of the applicable series issued hereunder shall be revived and
reinstated as though no deposit has occurred pursuant to this Article Fourteen
until such time as the Trustee or Paying Agent is permitted to apply all such
money or Government Obligations in accordance with Section 1405.

          (b) If the Company's obligations under this Indenture and the
Securities of the applicable series issued hereunder shall be revived and
reinstated in accordance with this Section 1406, the Company shall be permitted,
at its discretion to withdraw all or a portion of the deposits made by the
Company pursuant to this Article Fourteen.

          (c) If the Company elects not to withdraw any of the deposits made by
the Company pursuant to this Article Fourteen, if and when the Trustee or Paying
Agent is later permitted to apply all such money or Government Obligations in
accordance with Section 1405, the rights of the Company shall be subrogated to
the rights of the Holders of the Securities of the applicable series to receive
payments from the money or Government Obligations deposited by the Company
pursuant to Article Fourteen and held by the Trustee or Paying Agent; provided
                                                                      --------
that if the Company shall have made any payment of principal or interest on the
Securities of any series because of the revival and reinstatement of its
obligations, which payment is not sourced from any amounts deposited by the
Company pursuant to Article Fourteen (such amount, in the aggregate, being
referred to as the "Company Paid Amount"), the Company shall be permitted,
                    -------------------

                                       72
<PAGE>

at its discretion, to withdraw all or a portion of the deposits made by the
Company pursuant to this Article Fourteen up to the Company Paid Amount.

                                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, as the Trustee shall determine.
Notice of every meeting of Holders of Securities of any series, setting forth
the time and the place of such meeting and in general terms the action proposed
to be taken at such meeting, shall be given, in the manner provided in Section
106, not less than 21 nor more than 180 days prior to the date fixed for the
meeting.

          (b)  In case at any time the Company, pursuant to a Board Resolution,
or the Holders of at least 10% in principal amount of the Outstanding Securities
of any series shall have requested the Trustee to call a meeting of the Holders
of Securities of such series for any purpose specified in Section 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 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, 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 not less than a specified percentage in principal amount
of the Outstanding Securities of a series, the Persons entitled to vote such
specified percentage in principal amount of the

                                       73
<PAGE>

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
any 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 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  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.

          Notwithstanding the foregoing provisions of this Section 1504, if any
action is to be taken at a meeting of Holders of Securities of any series with
respect to any request, demand, authorization, direction, notice, consent,
waiver or other action that this Indenture expressly provides may be made, given
or taken by the Holders of a specified percentage in principal amount of all
Outstanding Securities affected thereby, or of the Holders of such series and
one or more additional series:

          (i)  there shall be no minimum quorum requirement for such meeting;
     and

          (ii) the principal amount of the Outstanding Securities of such series
     that vote in favor of such request, demand, authorization, direction,
     notice, consent, waiver or other action shall be taken into account in
     determining whether such request, demand, authorization, direction, notice,
     consent, waiver or other action has been made, given or taken under this
     Indenture.

                                       74
<PAGE>

          SECTION 1505.  Determination of Voting Rights; Conduct and Adjournment
of Meetings.  (a)  Notwithstanding any provisions of this Indenture, the Trustee
may make such reasonable regulations as it may deem advisable for any meeting of
Holders of Securities of a series in regard to proof of the holding of
Securities of such series and of the appointment of proxies and in regard to the
appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall deem appropriate.
Except as otherwise permitted or required by any such regulations, the holding
of Securities shall be proved in the manner specified in Section 104 and the
appointment of any proxy shall be proved in the manner specified in Section 104
or by having the signature of the Person executing the proxy witnessed or
guaranteed by any trust company, bank or banker authorized by Section 104 to
certify to the holding of Bearer Securities. Such regulations may provide that
written instruments appointing proxies, regular on their face, may be presumed
valid and genuine without the proof specified in Section 104 or other proof.

          (b)  The Trustee shall, by an instrument in writing appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company or by 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 the
Outstanding 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 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
duplicate of all votes cast at the meeting. A record, at least in duplicate, 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
fact, setting forth a copy of the notice of the meeting and

                                       75
<PAGE>

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

                          SUBORDINATION OF SECURITIES

          SECTION 1601.  Agreement to Subordinate.  The Company, for itself, its
successors and assigns, covenants and agrees, and each Holder of Securities by
his acceptance thereof, likewise covenants and agrees, that the payment of the
principal of (and premium, if any) and interest, if any, on each and all of the
Securities is hereby expressly subordinated, to the extent and in the manner
hereinafter set forth, in right of payment to the prior payment in full of all
Senior Indebtedness.

          SECTION 1602.  Distribution on Dissolution, Liquidation and
Resubrogation of Securities.  Upon any distribution of assets of the Company
upon any dissolution, winding up, liquidation or reorganization of the Company,
whether in bankruptcy, insolvency, reorganization or receivership proceedings or
upon an assignment for the benefit of creditors or any other marshalling of the
assets and liabilities of the Company or otherwise (subject to the power of a
court of competent jurisdiction to make other equitable provision reflecting the
rights conferred in this Indenture upon the Senior Indebtedness and the holders
thereof with respect to the Securities and the holders thereof by a lawful plan
of reorganization under applicable bankruptcy law):

          (a)  the holders of all Senior Indebtedness shall be entitled to
     receive payment in full of the principal thereof (and premium, if any) and
     interest due thereon before the Holders of the Securities are entitled to
     receive any payment upon the principal (or premium, if any) or interest, if
     any, on indebtedness evidenced by the Securities; and

          (b)  any payment or distribution of assets of the Company of any kind
     or character, whether in cash, property or securities, to which the Holders
     of the Securities or the Trustee would be entitled except for the
     provisions of this Article Sixteen shall be paid by the liquidating trustee
     or agent or other Person making such payment or distribution, whether a
     trustee in bankruptcy, a receiver or liquidating trustee or otherwise,
     directly to the holders of Senior Indebtedness or their representative or
     representatives or to the trustee or trustees under any indenture under
     which any instruments evidencing any of such Senior Indebtedness may have
     been issued, ratably according to the aggregate amounts remaining unpaid on
     account of the principal of (and premium, if any) and interest on the
     Senior Indebtedness held or represented by each, to the extent necessary to
     make payment in full of all Senior Indebtedness remaining unpaid, after
     giving effect to any concurrent payment or distribution to the holders of
     such Senior Indebtedness; and

          (c)  in the event that, notwithstanding the foregoing, any payment or
     distribution of assets of the Company of any kind or character, whether in
     cash, property or securities,

                                       76
<PAGE>

     shall be received by the Trustee or the Holders of the Securities before
     all Senior Indebtedness is paid in full, such payment or distribution shall
     be paid over, upon written notice to the Trustee, to the holder of such
     Senior Indebtedness or their representative or representatives or to the
     trustee or trustees under any indenture under which any instrument
     evidencing any of such Senior Indebtedness may have been issued, ratably as
     aforesaid, for application to payment of all Senior Indebtedness remaining
     unpaid until all such Senior Indebtedness shall have been paid in full,
     after giving effect to any concurrent payment or distribution to the
     holders of such Senior Indebtedness.

          Subject to the payment in full of all Senior Indebtedness, the Holders
of the Securities shall be subrogated to the rights of the holders of Senior
Indebtedness to receive payments or distributions of cash, property or
securities of the Company applicable to Senior Indebtedness until the principal
of (and premium, if any) and interest, if any, on the Securities shall be paid
in full and no such payments or distributions to the Holders of the Securities
of cash, property or securities otherwise distributable to the holders of Senior
Indebtedness shall, as between the Company, its creditors other than the holders
of Senior Indebtedness, and the Holders of the Securities be deemed to be a
payment by the Company to or on account of the Securities.  It is understood
that the provisions of this Article Sixteen are and are intended solely for the
purpose of defining the relative rights of the Holders of the Securities, on the
one hand, and the holders of the Senior Indebtedness, on the other hand.
Nothing contained in this Article Sixteen or elsewhere in this Indenture or in
the Securities is intended to or shall impair, as between the Company, its
creditors other than the holders of Senior Indebtedness, and the Holders of the
Securities, the obligation of the Company, which is unconditional and absolute,
to pay to the Holders of the Securities the principal of (and premium, if any)
and interest, if any, on the Securities as and when the same shall become due
and payable in accordance with their terms, or to affect the relative rights of
the Holders of the Securities and creditors of the Company other than the
holders of Senior Indebtedness, nor shall anything herein or in the Securities
prevent the Trustee or the Holder of any Security from exercising all remedies
otherwise permitted by applicable law upon default under this Indenture, subject
to the rights, if any, under this Article Sixteen of the holders of Senior
Indebtedness in respect of cash, property or securities of the Company received
upon the exercise of any such remedy.  Upon any payment or distribution of
assets of the Company referred to in this Article Sixteen, the Trustee, subject
to the provisions of Section 601, shall be entitled to rely upon a certificate
of the liquidating trustee or agent or other Person making any distribution to
the Trustee for the purpose of ascertaining the Persons entitled to participate
in such distribution, the holders of Senior Indebtedness and other indebtedness
of the Company, the amount thereof or payable thereon, the amount or amounts
paid or distributed thereon and all other facts pertinent thereto or to this
Article Sixteen.

          The Trustee, however, shall not be deemed to owe any fiduciary duty to
the holders of Senior Indebtedness.  The Trustee shall not be liable to any such
holder if it shall pay over or distribute to or on behalf of Holders of
Securities or the Company moneys or assets to which any holder of Senior
Indebtedness shall be entitled by virtue of this Article Sixteen.

          If the Trustee or any Holder of Securities does not file a proper
claim or proof of debt in the form required in any proceeding referred to above
prior to 30 days before the expiration of the time to file such claim in such
proceeding, then the holder of any Senior

                                       77
<PAGE>

Indebtedness is hereby authorized, and has the right, to file an appropriate
claim or claims for or on behalf of such Holder of Securities.

          With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants or obligations as
are specifically set forth in this Article and no implied covenants or
obligations with respect to holders of Senior Indebtedness shall be read into
this Indenture against the Trustee.

          SECTION 1603.  No Payment on Securities in Event of Default on
Senior Indebtedness.  No payment by the Company on account of principal (or
premium, if any), sinking funds or interest, if any, on the Securities shall be
made unless full payment of amounts then due for principal (premium, if any),
sinking funds and interest on Senior Indebtedness has been made or duly provided
for in money or money's worth.

          SECTION 1604.  Payments on Securities Permitted.  Nothing contained in
this Indenture or in any of the Securities shall (a) affect the obligation of
the Company to make, or prevent the Company from making, at any time except as
provided in Sections 1602 and 1603, payments of principal of (or premium, if
any) or interest, if any, on the Securities or (b) prevent the application by
the Trustee of any moneys deposited with it hereunder to the payment of or on
account of the principal of (or premium, if any) or interest, if any, on the
Securities, unless the Trustee shall have received at its Corporate Trust Office
written notice of any event prohibiting the making of such payment more than two
Business Days prior to the date fixed for such payment.

          SECTION 1605.  Authorization of Holders to Trustee to Effect
SUBORDINATION.  Each Holder of Securities by his acceptance thereof authorizes
and directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination as provided in this Article Sixteen
and appoints the Trustee his attorney-in-fact for any and all such purposes.

          SECTION 1606.  Notices to Trustee.  Notwithstanding the provisions of
this Article or any other provisions of this Indenture, neither the Trustee nor
any Paying Agent (other than the Company) shall be charged with knowledge of the
existence of any Senior Indebtedness or of any event which would prohibit the
making of any payment of moneys to or by the Trustee or such Paying Agent,
unless and until the Trustee or such Paying Agent shall have received (in the
case of the Trustee, at its Corporate Trust Office) written notice thereof from
the Company or from the holder of any Senior Indebtedness or from the trustee
for any such holder, together with proof satisfactory to the Trustee of such
holding of Senior Indebtedness or of the authority of such trustee; provided,
                                                                    --------
however, that if at least two Business Days prior to the date upon which by the
-------
terms hereof any such moneys may become payable for any purpose (including,
without limitation, the payment of either the principal (or premium, if any) or
interest, if any, on any Security) the Trustee shall not have received with
respect to such moneys the notice provided for in this Section 1606, then,
anything herein contained to the contrary notwithstanding, the Trustee shall
have full power and authority to receive such moneys and to apply the same to
the purpose for which they were received, and shall not be affected by any
notice to the contrary, which may be received by it within two Business Days
prior to such date. The Trustee shall be entitled to rely on the delivery to it
of a written notice by a Person representing himself to be a holder of Senior
Indebtedness (or a trustee on behalf of such holder) to establish that such a
notice has been given by a holder of Senior Indebtedness or a trustee on behalf
of any such holder. In the event that the Trustee determines in good faith that
further evidence is required with respect to the right of any Person as a holder
of

                                       78
<PAGE>

Senior Indebtedness to participate in any payment or distribution pursuant to
this Article Sixteen, the Trustee may request such Person to furnish evidence to
the reasonable satisfaction of the Trustee as to the amount of Senior
Indebtedness held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and any other facts pertinent to the
rights of such Person under this Article Sixteen and, if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment.

          SECTION 1607.  Trustee as Holder of Senior Indebtedness.  The Trustee
in its individual capacity shall be entitled to all the rights set forth in this
Article Sixteen in respect of any Senior Indebtedness at any time held by it to
the same extent as any other holder of Senior Indebtedness and nothing in this
Indenture shall be construed to deprive the Trustee of any of its rights as such
holder.

          Nothing in this Article Sixteen shall apply to claims of, or payments
to, the Trustee under or pursuant to Section 606.

          SECTION 1608.  Modifications of Terms of Senior Indebtedness.  Any
renewal or extension of the time of payment of any Senior Indebtedness or the
exercise by the holders of Senior Indebtedness of any of their rights under any
instrument creating or evidencing Senior Indebtedness, including, without
limitation, the waiver of default thereunder, may be made or done all without
notice to or assent from the Holders of the Securities or the Trustee.

          No compromise, alteration, amendment, modification, extension, renewal
or other change of, or waiver, consent or other action in respect of, any
liability or obligation under or in respect of, or of any of the terms,
covenants or conditions of any indenture or other instrument under which any
Senior Indebtedness is outstanding or of such Senior Indebtedness, whether or
not such release is in accordance with the provisions of any applicable
document, shall in any way alter or affect any of the provisions of this Article
Sixteen or of the Securities relating to the subordination thereof.

          SECTION 1609.  Reliance on Judicial Order or Certificate of
Liquidating Agent.  Upon any payment or distribution of assets of the Company
referred to in this Article Sixteen, the Trustee and the Holders of the
Securities shall be entitled to rely upon any order or decree entered by any
court of competent jurisdiction in which such insolvency, bankruptcy,
receivership, liquidation, reorganization, dissolution, winding up or similar
case or proceeding is pending, or a certificate of the trustee in bankruptcy,
liquidating trustee, custodian, receiver, assignee for the benefit of creditors,
agent or other Person making such payment or distribution, delivered to the
Trustee or to the Holders of Securities, for the purpose of ascertaining the
Persons entitled to participate in such payment or distribution, the holders of
Senior Indebtedness and other indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article Sixteen.

                                       79
<PAGE>

          This Indenture 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 Indenture.

                                       80
<PAGE>

          IN WITNESS WHEREOF, the undersigned being duly authorized, have
executed this Indenture on behalf of the respective parties hereto as of the
date first above written.


                                    STILWELL FINANCIAL INC.

                                    By:  __________________________
                                         Name:
                                         Title:

                                    THE CHASE MANHATTAN BANK,
                                         as Trustee

                                    By:  __________________________
                                         Name:
                                         Title:

                                      81
<PAGE>

                                   EXHIBIT A

                            FORMS OF CERTIFICATION



                                  EXHIBIT A-1

              FORM OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED
               TO RECEIVE BEARER SECURITY OR TO OBTAIN INTEREST
                      PAYABLE PRIOR TO THE EXCHANGE DATE


                                  CERTIFICATE

    [Insert title or sufficient description of Securities to be delivered]

          This is to certify that, as of the date hereof, and except as set
forth below, the above-captioned Securities held by you for our account (i) are
owned by person(s) that are not citizens or residents of the United States,
domestic partnerships, domestic corporations or any estate or trust the income
of which is subject to United States federal income taxation regardless of its
source ("United States person(s)"), (ii) are owned by United States person(s)
         -----------------------
that are (a) foreign branches of United States financial institutions (financial
institutions, as defined in United States Treasury Regulations Section 1.165-
12(c)(1)(v) are herein referred to as "financial institutions") purchasing for
their own account or for resale, or (b) United States person(s) who acquired the
Securities through foreign branches of United States financial institutions and
who hold the Securities through such United States financial institutions on the
date hereof (and in either case (a) or (b), each such United States financial
institution hereby agrees, on its own behalf or through its agent, that you may
advise Stilwell Financial Inc. or its agent that such financial institution will
comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the United
States Internal Revenue Code of 1986, as amended, and the regulations
thereunder), or (iii) are owned by United States or foreign financial
institution(s) for purposes of resale during the restricted period (as defined
in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and, in
addition, if the owner is a United States or foreign financial institution
described in clause (iii) above (whether or not also described in clause (i) or
(ii)), this is to further certify that such financial institution has not
acquired the Securities for purposes of resale directly or indirectly to a
United States person or to a person within the United States or its possessions.

          As used herein, "United States" means the United States of America
                           -------------
(including the States and the District of Columbia); and its "possessions"
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.

          We undertake to advise you promptly by tested telex on or prior to the
date on which you intend to submit your certification relating to the above-
captioned Securities held by
<PAGE>

you for our account in accordance with your Operating Procedures if any
applicable statement herein is not correct on such date, and in the absence of
any such notification it may be assumed that this certification applies as of
such date.

          This certificate excepts and does not relate to [U.S.$]_______________
of such interest in the above-captioned Securities in respect of which we are
not able to certify and as to which we understand an exchange for an interest in
a Permanent Global Security or an exchange for and delivery of definitive
Securities (or, if relevant, collection of any interest) cannot be made until we
do so certify.

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

Dated:___________________________________

[To be dated no earlier than the 15th day
prior to (i) the Exchange Date or (ii)the
relevant Interest Payment Date occurring
prior to the Exchange Date, as applicable]

                                           [Name of Person Making Certification]

                                           _____________________________________
                                           (Authorized Signatory)
                                           Name:
                                           Title:

                                     A-1-2
<PAGE>

                                  EXHIBIT A-2

               FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR AND
                CLEARSTREAM IN CONNECTION WITH THE EXCHANGE OF
                   A PORTION OF A TEMPORARY GLOBAL SECURITY
                      OR TO OBTAIN INTEREST PAYABLE PRIOR
                             TO THE EXCHANGE DATE

                                  CERTIFICATE

    [Insert title or sufficient description of Securities to be delivered]

          This is to certify that, based solely on written certifications that
we have received in writing, by tested telex or by electronic transmission from
each of the persons appearing in our records as persons entitled to a portion of
the principal amount set forth below (our "Member Organizations") substantially
in the form attached hereto, as of the date hereof, [U.S.$] ___________________
principal amount of the above-captioned Securities (i) is owned by person(s)
that are not citizens or residents of the United States, domestic partnerships,
domestic corporations or any estate or trust the income of which is subject to
United States Federal income taxation regardless of its source ("United States
                                                                 -------------
person(s)"), (ii) is owned by United States person(s) that are (a) foreign
---------
branches of United States financial institutions (financial institutions, as
defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v) are herein
referred to as "financial institutions") purchasing for their own account or for
resale, or (b) United States person(s) who acquired the Securities through
foreign branches of United States financial institutions and who hold the
Securities through such United States financial institutions on the date hereof
(and in either case (a) or (b), each such financial institution has agreed, on
its own behalf or through its agent, that we may advise Stilwell Financial Inc.
or its agent that such financial institution will comply with the requirements
of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as
amended, and the regulations thereunder), or (iii) is owned by United States or
foreign financial institution(s) for purposes of resale during the restricted
period (as defined in United States Treasury Regulations Section 1.163-
5(c)(2)(i)(D)(7)), and, to the further effect, that financial institutions
described in clause (iii) above (whether or not also described in clause (i) or
(ii)) have certified that they have not acquired the Securities for purposes of
resale directly or indirectly to a United States person or to a person within
the United States or its possessions.

          As used herein, "United States" means the United States of America
(including the States and the District of Columbia); and its "possessions"
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.

          We further certify that (i) we are not making available herewith for
exchange (or, if relevant, collection of any interest) any portion of the
temporary global Security representing the above-captioned Securities excepted
in the above-referenced certificates of Member Organizations and (ii) as of the
date hereof we have not received any notification from any of our Member
Organizations to the effect that the statements made by such Member
Organizations
<PAGE>

with respect to any portion of the part submitted herewith for exchange (or, if
relevant, collection of any interest) are no longer true and cannot be relied
upon as of the date hereof.

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

Dated:___________________________________

[To be dated no earlier than the Exchange
Date or the relevant Interest Payment Date
occurring prior to the Exchange Date, as
applicable]

                                              [Morgan Guaranty Trust Company of
                                                 New York, Brussels Office,] as
                                              Operator of the Euroclear System
                                              [Clearstream]

                                              By________________________________

                                     A-2-2