<PAGE>
                                                                     EXHIBIT 4.4



                       COMMERCIAL NET LEASE REALTY, INC.

                                       TO

                           FIRST UNION NATIONAL BANK,

                                    TRUSTEE

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

                                   INDENTURE

                           DATED AS OF MARCH 25, 1998

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

                                DEBT SECURITIES
<PAGE>
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                            PAGE
                                                                                                                            ----

<S>                                                                                                                         <C>
ARTICLE I   DEFINITIONS AND OTHER PROVISIONS OF GENERAL
            APPLICATION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1

    Section 1.1      Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
    Section 1.2      Compliance Certificates and Opinions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
    Section 1.3      Form of Documents Delivered to Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
    Section 1.4      Acts of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
    Section 1.5      Notices, Etc., to Trustee and Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
    Section 1.6      Notice to Holders; Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
    Section 1.7      Counterparts; Effect of Headings and Table of Contents. . . . . . . . . . . . . . . . . . . . . . . . .  17
    Section 1.8      Successors and Assigns. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
    Section 1.9      Severability Clause . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
    Section 1.10     Benefits of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
    Section 1.11     Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
    Section 1.12     Legal Holidays. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
    Section 1.13     Immunity of Stockholders, Directors, Offices and Agents of the Company  . . . . . . . . . . . . . . . .  18
    Section 1.14     Conflict with Trust Indenture Act  . . . .  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19

ARTICLE II  SECURITIES FORMS  . .  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19

    Section 2.1      Forms of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
    Section 2.2      Form of Trustee's Certificate of Authentication . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
    Section 2.3      Securities Issuable in Global Form .  . . . .  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

ARTICLE III THE SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22

    Section 3.1      Amount Unlimited; Issuable in Series. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
    Section 3.2      Denominations     . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
    Section 3.3      Execution, Authentication, Delivery and Dating. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
    Section 3.4      Temporary Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
    Section 3.5      Registration, Registration of Transfer and Exchange . . . . . . . . . . . . . . . . . . . . . . . . . .  32
    Section 3.6      Mutilated, Destroyed, Lost and Stolen Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
</TABLE>
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    Section 3.7      Payment of Interest; Interest Rights Preserved  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
    Section 3.8      Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
    Section 3.9      Cancellation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42
    Section 3.10     Computation of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42

ARTICLE IV  SATISFACTION AND DISCHARGE. . . .  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  43

    Section 4.1      Satisfaction and Discharge of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  43
    Section 4.2      Application of Trust Funds . . . .  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
    Section 4.3      Reinstatement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45

ARTICLE V   REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45

    Section 5.1      Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
    Section 5.2      Acceleration of Maturity; Rescission and Annulment  . . . . . . . . . . . . . . . . . . . . . . . . . .  47
    Section 5.3      Collection of Indebtedness and Suits for Enforcement by Trustee . . . . . . . . . . . . . . . . . . . .  49
    Section 5.4      Trustee May File Proofs of Claim  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
    Section 5.5      Trustee May Enforce Claims Without Possession of Securities or Coupons  . . . . . . . . . . . . . . . .  51
    Section 5.6      Application of Money Collected  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
    Section 5.7      Limitation on Suits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
    Section 5.8      Unconditional Rights of Holders to Receive Principal,
                     Premium, If Any, Interest and Additional Amounts. . . . . . . . . . . . . . . . . . . . . . . . . . . .  53
    Section 5.9      Restoration of Rights and Remedies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  53
    Section 5.10     Rights and Remedies Cumulative. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  53
    Section 5.11     Delay or Omission Not Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54
    Section 5.12     Control by Holders of Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54
    Section 5.13     Waiver of past Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54
    Section 5.14     Waiver of Usury, Stay or Extension Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  55
    Section 5.15     Undertaking for Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  55

ARTICLE VI  THE TRUSTEE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  56

    Section 6.1      Notice of Defaults  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  56
    Section 6.2      Certain Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  56
    Section 6.3      Not Responsible for Recitals or Issuance of Securities  . . . . . . . . . . . . . . . . . . . . . . . .  59
    Section 6.4      May Hold Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  59
    Section 6.5      Money Held in Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  59

                                     -ii-

</TABLE>

<PAGE>

<TABLE>
<S>                                                                                                                          <C>
    Section 6.6      Compensation and Reimbursement.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
    Section 6.7      Corporate Trustee Required; Eligibility; Conflicting Interests . . . . . . . . . . . . . . . . . . . . . 60
    Section 6.8      Resignation and Removal; Appointment of Successor   . . . . . . . . . . . . . . . . . . . . . . . . . .  61
    Section 6.9      Acceptance of Appointment by Successor  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  63
    Section 6.10     Merger, Conversion, Consolidation or Succession to Business . . . . . . . . . . . . . . . . . . . . . .  64
    Section 6.11     Appointment of Authenticating Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  64
    Section 6.12     Certain Duties and Responsibilities of the Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . .  66

ARTICLE VII          HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY   . . . . . . . . . . . . . . . . . . . . . . . . . .  68

    Section 7.1      Disclosure of Names and Addresses of Holders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  68
    Section 7.2      Reports by Trustee . . .  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  68
    Section 7.3      Reports by Company . . .  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  69
    Section 7.4      Company to Furnish Trustee Names and Addresses of
                     Holders   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  69

ARTICLE VIII         CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE  . . . . . . . . . . . . . . . . . . . . . . . . . . .  70

    Section 8.1      Consolidations and Mergers of Company and Sales,
                     Leases and Conveyances Permitted Subject to Certain
                     Conditions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  70
    Section 8.2      Rights and Duties of Successor Corporation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  71
    Section 8.3      Officers' Certificate and Opinion of Counsel  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  71

ARTICLE IX  SUPPLEMENTAL INDENTURES    . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  72

    Section 9.1      Supplemental Indentures Without Consent of Holders  . . . . . . . . . . . . . . . . . . . . . . . . . .  72
    Section 9.2      Supplemental Indentures with Consent of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . .  73
    Section 9.3      Execution of Supplemental Indentures  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  75
    Section 9.4      Effect of Supplemental Indentures   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  75
    Section 9.5      Conformity with Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  75
    Section 9.6      Reference in Securities to Supplemental Indentures  . . . . . . . . . . . . . . . . . . . . . . . . . .  75
</TABLE>

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ARTICLE X   COVENANTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  76

    Section 10.1     Payment of Principal, Premium or Make-whole
                     Amount, If Any, Interest and Additional Amounts, If
                     Any . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  76
    Section 10.2     Maintenance of Office or Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  76
    Section 10.3     Money for Securities Payments to Be Held in Trust . . . . . . . . . . . . . . . . . . . . . . . . . . .  78
    Section 10.4     Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  80
    Section 10.5     Maintenance of Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  81
    Section 10.6     Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  81
    Section 10.7     Payment of Taxes and Other Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  81
    Section 10.8     Provision of Financial Information  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  81
    Section 10.9     Statement as to Compliance  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  82
    Section 10.10    Additional Amounts  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  82
    Section 10.11    Waiver of Certain Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  84

ARTICLE XI  REDEMPTION OF SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  84

    Section 11.1     Applicability of Article  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  84
    Section 11.2     Election to Redeem; Notice to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  84
    Section 11.3     Selection by Trustee of Securities to Be Redeemed . . . . . . . . . . . . . . . . . . . . . . . . . . .  84
    Section 11.4     Notice of Redemption  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  85
    Section 11.5     Deposit of Redemption Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  87
    Section 11.6     Securities Payable on Redemption Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  87
    Section 11.7     Securities Redeemed in Part . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  88

ARTICLE XII          SINKING FUNDS   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  89

    Section 12.1     Applicability of Article  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  89
    Section 12.2     Satisfaction of Sinking Fund Payments with Securities . . . . . . . . . . . . . . . . . . . . . . . . .  89
    Section 12.3     Redemption of Securities for Sinking Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  90

ARTICLE XIII         REPAYMENT AT THE OPTION OF HOLDERS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  90

    Section 13.1     Applicability of Article  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  91
    Section 13.2     Repayment of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  91
    Section 13.3     Exercise of Option  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  91
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    Section 13.4     When Securities Presented for Repayment Become
                     Due and Payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
    Section 13.5     Securities Repaid in Part . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93

ARTICLE XIV          DEFEASANCE AND COVENANT DEFEASANCE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94

    Section 14.1     Applicability of Article; Company's Option to Effect
                     Defeasance or Covenant Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94
    Section 14.2     Defeasance and Discharge  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94
    Section 14.3     Covenant Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
    Section 14.4     Conditions to Defeasance or Covenant
                     Defeasance  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
    Section 14.5     Deposited Money and Government Obligations to Be
                     Held in Trust; Other Miscellaneous Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98

ARTICLE XV           MEETINGS OF HOLDERS OF SECURITIES  .  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99

    Section 15.1     Purposes for Which Meetings May Be Called . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99
    Section 15.2     Call, Notice and Place of Meetings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99
    Section 15.3     Persons Entitled to Vote at Meetings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  100
    Section 15.4     Quorum; Action  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  100
    Section 15.5     Determination of Voting Rights, Conduct and
                     Adjournment of Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  101
    Section 15.6     Counting Votes and Recording Action of Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . .  102

SIGNATURES AND SEALS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..  104

Exhibit A     Form of Debt Security  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  A-1

Exhibit B-2   Form of Certification  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  B-1
</TABLE>

                                     -v-



<PAGE>
                       COMMERCIAL NET LEASE REALTY, INC.

Reconciliation and tie between Trust Indenture Act of 1939 (the "Trust
Indenture Act" or "TIA") and Indenture dated as of March   , 1998.

<TABLE>
<CAPTION>
             Trust Indenture Act Section                      Indenture Section
             ---------------------------                      -----------------
             <S>                                                    <C>
             Section 310(a)(1)  . . . . . . . . . . . . . . . . .   6.7
             Section 310(a)(2)  . . . . . . . . . . . . . . . . .   6.7
             Section 310(a)(5)  . . . . . . . . . . . . . . . . .   6.7
             Section 310(b) . . . . . . . . . . . . . . . . . . .   6.4, 6.7, 6.8
             Section 311  . . . . . . . . . . . . . . . . . . . .   6.4
             Section 312  . . . . . . . . . . . . . . . . . . . .   7.1
             Section 313(a) - (b) . . . . . . . . . . . . . . . .   7.2
             Section 313(c) . . . . . . . . . . . . . . . . . . .   6,1, 7.2, 7.3
             Section 313(d) . . . . . . . . . . . . . . . . . . .   7.2
             Section 314(a) . . . . . . . . . . . . . . . . . . .   7.3
             Section 314(a)(4)  . . . . . . . . . . . . . . . . .   10.9
             Section 314(c)(1) - (2)  . . . . . . . . . . . . . .   1.2
             Section 314(e) . . . . . . . . . . . . . . . . . . .   1.2
             Section 313(a) . . . . . . . . . . . . . . . . . . .   3.3, 6.2
             Section 315(b) . . . . . . . . . . . . . . . . . . .   6.1
             Section 315(c) - (d) . . . . . . . . . . . . . . . .   6.12
             Section 315(e) . . . . . . . . . . . . . . . . . . .   5.15, 6.8
             Section 316(a) (last sentence) . . . . . . . . . . .   1.1 ("Outstanding")
</TABLE>


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<PAGE>
<TABLE>
             <S>                                                    <C>
             Section 316(a)(1)(A) . . . . . . . . . . . . . . . .   5.2, 5.12
             Section 316(a)(1)(B) . . . . . . . . . . . . . . . .   5.13
             Section 316(b) . . . . . . . . . . . . . . . . . . .   5.8
             Section 317(a)(1)  . . . . . . . . . . . . . . . . .   5.3
             Section 317(a)(2)  . . . . . . . . . . . . . . . . .   5.4
             Section 318(a) . . . . . . . . . . . . . . . . . . .   1.11
             Section 318(b) . . . . . . . . . . . . . . . . . . .   1.11
</TABLE>

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

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

         Attention should also be directed to TIA Section 318(c), which
provides that the provisions of Sections 310 to and including 317 of the Trust
Indenture Act are a part of and govern every qualified indenture, whether or
not physically contained therein.

                                    -vii-



<PAGE>
         INDENTURE, dated as of March 25, 1998 between COMMERCIAL NET LEASE
REALTY, INC., a Maryland corporation (the "Company"), having its principal
office at 400 East South Street, Suite 500, Orlando, Florida 32801-2878, and
First Union National Bank, a national banking association organized under the
laws of the United States of America, as Trustee hereunder (the "Trustee"),
having its Corporate Trust Office at 225 Water Street, Third Floor,
Jacksonville, Florida 32202.

                            RECITALS OF THE COMPANY

         The Company deems it necessary to issue from time to time for its
lawful purposes debt securities (hereinafter called the "Securities")
evidencing its indebtedness, and has duly authorized the execution and delivery
of this Indenture to provide for the issuance from time to time of the
Securities, to be issued in one or more series as provided in this Indenture.

         This Indenture is subject to the provisions of the Trust Indenture Act
of 1939, as amended (the "Trust Indenture Act" or "TIA"), that are deemed to be
incorporated into this Indenture and shall, to the extent applicable, be
governed by such provisions.

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

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE I

            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.1       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 I have the meanings
assigned to them in this Article I, and include the plural as well as the
singular;





<PAGE>
                 (2)      all other terms used herein which are defined in the
TIA, 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 TIA;

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

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

         "Act," when used with respect to any Holder, has the meaning specified
in Section 1.4.

         "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" or 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 6.11 to act on behalf of the Trustee to
authenticate Securities.

         "Authorized Newspaper" means a newspaper, printed in the English
language or in an official language of the country of publication, customarily
published on each Business Day, whether or not 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.  Whenever
successive publications are required to be made in Authorized Newspapers, the
successive publications may be made in the same or in different Authorized
Newspapers in the same city meeting the foregoing requirements and in each case
on any Business Day.





                                     -2-
<PAGE>
         "Bankruptcy Law" has the meaning specified in Section 5.1.

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

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

         "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted
by the Board of Directors and to be in full force and effect on the date of
such certification, and delivered to the Trustee.

         "Business Day," when used with respect to any Place of Payment or any
other particular location referred to in this Indenture or in the Securities,
means, unless otherwise specified with respect to any Securities pursuant to
Section 3.1, any day, other than a Saturday or Sunday, that is not a day on
which banking institutions in that Place of Payment or particular location are
authorized or required by law, regulation or executive order to close.

         "CEDEL" means Centrale de Livraison de Valeurs Mobilieres, S.A., or
its successor.

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

         "Common Stock" means, with respect to any Person, all shares of
capital stock issued by such Person other than Preferred Stock.

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

         "Company Request" and "Company Order" mean, respectively, a written
request or order signed in the name of the Company by its Chairman of the
Board, the President, any Senior Vice President or Vice President and by its
Treasurer, an





                                     -3-
<PAGE>
Assistant Treasurer, the Secretary or an Assistant Secretary, and delivered to
the Trustee.

         "Conversion Event" means the cessation of use of (1) 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, (2) the ECU both
within the European Monetary System and for the settlement of transactions by
public institutions of or within the European Community, or (3) any currency
unit (or composite currency) other than the ECU for the purposes for which it
was established.

         "Corporate Trust Office" means the designated office of the Trustee at
which, at any particular time, its corporate trust business shall be
principally  administered, which office at the date hereof is located at 225
Water Street, Third Floor, Jacksonville, Florida 32202.

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

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

         "Custodian" has the meaning specified in Section 5.1.

         "Defaulted Interest" has the meaning specified in Section 3.7.

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

         "Euroclear" means Morgan Guaranty Trust Company of New York, Brussels
office, or its successor as operator of the Euroclear System.

         "European Communities" means the European Economic Community, 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 V.





                                     -4-
<PAGE>
         "ECU" means the European Currency Unit as defined and revised from
time to time by the Council of the European Communities.

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

         "GAAP" means, except as otherwise provided herein, generally accepted
accounting principles, as in effect from time to time, as used in the United
States applied on a consistent basis.

         "Global Security" means a security evidencing all or a part of a
series of Securities issued to and registered in the name of the depositary for
such series, or its nominee, in accordance with Section 3.5, and bearing the
legend prescribed in Section 2.3.

         "Government Obligations" means securities which are (1) 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 (2) 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, however, that (except
as required by law) such custodian is not authorized to make any deduction from
the amount payable to the holder of such depositary receipt from any amount
received by the custodian in respect of the 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.





                                     -5-
<PAGE>
         "Indenture" means this instrument as originally executed or as it may
be supplemented or amended from time to time 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 3.1; provided, however, that, if at any time more than
one Person is acting as Trustee under this instrument, "Indenture" shall mean,
with respect to any one or more series of Securities for which such Person is
Trustee, this instrument as originally executed or as it may be supplemented or
amended from time to time by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof and shall include the terms
of the, or those, particular series of Securities for which such Person is
Trustee established as contemplated by Section 3.1, exclusive, however, of any
provisions or terms which relate solely to other series of Securities for which
such Person is Trustee, regardless of when such terms or provisions were
adopted, and exclusive of any provisions of terms adopted by means of one or
more indentures supplemental hereto executed and delivered after such Person
had become such Trustee but to which such Person, as such Trustee, was not a
party.

         "Indexed Security" means a Security the terms of which provide that
the principal amount thereof payable at Stated Maturity may be more or less
than the principal face amount thereof at original issuance.

         "Interest," when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, means interest
payable after Maturity, and, when used with respect to a Security which
provides for the payment of Additional Amounts pursuant to Section 10.10,
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.

         "Make-Whole Amount," when used with respect to any Security, means the
amount, if any, in addition to principal which is required by a Security, under
the terms and conditions specified therein or as otherwise specified as
contemplated by Section 3.1, to be paid by the Company to the Holder thereof in
connection with any optional redemption or accelerated payment of such
Security.

         "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 or otherwise.





                                     -6-
<PAGE>
         "Officers' Certificate" means a certificate signed by the Chairman of
the Board of Directors, the President, any Senior Vice President or Vice
President and by the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary of the Company, and delivered to the Trustee.

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

         "Original Issue Discount Security" means any Security which provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof Pursuant to Section 5.2.

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

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

                 (2)      Securities, or portions thereof, for whose payment or
redemption (including repayment at the option of the Holder) money in the
necessary amount has been theretofore been 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,
however, that, if such Securities are to be redeemed, notice of such redemption
has been duly given pursuant to this Indenture or provision therefor
satisfactory to the Trustee has been made;

                 (3)      Securities, except to the extent provided in Sections
14.2 and 14.3, with respect to which the Company has effected defeasance and/or
covenant defeasance as provided in Article XIV;

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





                                     -7-
<PAGE>
                 (5)      Securities converted into Common Stock or Preferred
Stock pursuant to or in accordance with this Indenture if the terms of such
Securities provide for convertibility pursuant to Section 3.1;

         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, consent or waiver hereunder
or are present at a meeting of Holders for quorum purposes, and for the purpose
of making the calculation 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 5.2, (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 pursuant to Section 3.1 as of the
date such  Security is originally issued by the Company, of the principal
amount (or, in the case of an Original Issue Discount Security, the Dollar
equivalent as of such date of original issuance of the amount determined as
provided in clause (i) above) 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 3.1, and (iv) Securities owned by the Company or of 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 the Trustee knows to be so owned shall
be so disregarded.  Securities owned as provided in clause (iv) above 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.  In case of a dispute as to such right, the advice of counsel
shall be full protection in respect of any decision made by the Trustee in
accordance with such advice.



                                     -8-
<PAGE>
         "Paying Agent" means any Person authorized by the Company to pay the
principal of (and premium or Make-Whole Amount, if any) or interest on any
Securities or coupons on behalf of the Company.

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

         "Place of Payment," when used with respect to the Securities of or
within any series, means the place or places where the principal of (and
premium or Make-Whole Amount, if any) and interest on such Securities are
payable as specified as contemplated by Sections 3.1 and 10.2 or the Corporate
Trust Office of the Trustee.

         "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.6 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.

         "Preferred Stock" means, with respect to any Person, all capital stock
issued by such Person that are entitled to a preference or priority over any
other capital Stock issued by such Person with respect to any distribution of
such Person's assets, whether by dividend or upon any voluntary or involuntary
liquidation, dissolution or winding up.

         "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 or within any series means the date
specified for that purpose as contemplated by Section 3.1, whether or not a
Business Day.



                                     -9-
<PAGE>
         "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.

         "Responsible Officer," when used with respect to the Trustee, means
the chairman or vice-chairman of the board of directors, the chairman or vice
chairman of the executive committee of the board of directors, the president,
any vice president (whether or not designated by a number or a word or words
added before or after the title "vice presidents"), the secretary, any
assistant secretary, the treasurer, any assistant treasurer, the cashier, any
assistant cashier, any trust officer or assistant trust officer, the controller
or any other officer of the Trustee customarily performing functions similar to
those performed by any of the above-designated officers and also means, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of such officer's knowledge and familiarity with the
particular subject.

         "Security" has the meaning stated in the first recital of this
Indenture and, more particularly, means any Security or Securities
authenticated and delivered under this Indenture; provided, however, that, if
at any time there is more than one Person acting as Trustee under this
Indenture, "Securities" with respect to the Indenture as to which such Person
is Trustee shall have the meaning stated in the first recital of this Indenture
and shall more particularly mean Securities authenticated and delivered under
this Indenture, exclusive, however, of Securities of any series as to which
such Person is not Trustee.

         "Security Register" and "Security Registrar" have the respective
meanings specified in Section 3.5.

         "Significant Subsidiary" means any Subsidiary which is a "significant
subsidiary" (as defined in Article I, Rule 1-02 of Regulation S-X promulgated
under the Securities Act of 1933, as amended) of the Company.

         "Special Record Date" for the payment of any Defaulted Interest on the
Registered Securities of or within any series means a date fixed by the Company
pursuant to Section 3.7.

         "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





                                     -10-
<PAGE>
principal of such Security or such installment of principal or interest is due
and payable.

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

         "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939,
as amended and as in force at the date as of which this Indenture was executed,
except as provided in Section 9.5.

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

         "United States" means, unless otherwise specified with respect to any
Securities pursuant to Section 3.1, 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 3.1, 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.

         "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.





                                     -11-
<PAGE>
Section 1.2      COMPLIANCE CERTIFICATES AND OPINIONS

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

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (including certificates
delivered pursuant to Section 10.9) 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;

                 (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 1.3      FORM OF DOCUMENTS DELIVERED TO TRUSTEE

         In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion 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.





                                     -12-
<PAGE>
         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, unless such officer knows, or in the
exercise or reasonable care should know, that the opinion, certificate or
representations with respect to the matters upon which his certificate or
opinion is based are erroneous.  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, unless such counsel knows that the certificate,
opinion or representations as to such matters are erroneous.

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

Section 1.4      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 XV, 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 1.4.  The record of any



                                     -13-
<PAGE>
meeting of Holders of Securities shall be proved in the manner provided in
Section 15.6.

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

         (c)     The ownership of Registered Securities shall be proved by the
Security Register.  As to any matter relating to beneficial ownership interests
in any Global Security, the appropriate depositary's records shall be
dispositive for purposes of this Indenture.

         (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, whenever
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 which 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,
consent, waiver or other Act, but the Company shall




                                     -14-
<PAGE>
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, however, 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 then 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 therefor or in lieu thereof
in respect of anything done, omitted or suffered to be done by the Trustee, any
Security Registrar, any Paying Agent, any Authenticating Agent or the Company
in reliance thereon, whether or not notation of such action is made upon such
Security.

Section 1.5      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 225 Water Street, Third Floor, Jacksonville,
Florida 32202; 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 Com-



                                     -15-

<PAGE>
pany, Attention: Chief Financial Officer (with a copy to the Company's general
counsel); or

                 (3)     either the Trustee or the Company, by the other party
shall be sufficient for every purpose hereunder if given by facsimile
transmission, receipt confirmed by telephone followed by an original copy
delivered by guaranteed overnight courier; if to the Trustee at facsimile
number (904) 361-7735; and if to the Company at facsimile number (407)
648-8756.

Section 1.6       NOTICE TO HOLDERS; WAIVER

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

         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 with the approval of the Trustee shall constitute a sufficient
notification to such Holders for every purpose hereunder.

         Except as otherwise expressly provided herein or otherwise specified
with respect to any Securities pursuant to Section 3.1, 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 the City of Orlando 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, if any,
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.


                                     -16-
<PAGE>
         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
with the approval of the Trustee shall constitute sufficient notice to such
Holders for every purpose hereunder.  Neither the failure to give notice by
publication to any particular Holder 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.

         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.

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

Section 1.7      COUNTERPARTS; EFFECT OF HEADINGS AND TABLE OF
                 CONTENTS

         This Indenture may be executed in any number of counterparts, each of
which when executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same Indenture.  The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

Section 1.8      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 1.9      SEVERABILITY 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.


                                     -17-


<PAGE>
Section 1.10     BENEFITS OF INDENTURE

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

Section 1.11     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.  This Indenture
is subject to the provisions of the TIA that are required to be part of this
Indenture and shall, to the extent applicable, be governed by such provisions.

Section 1.12     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 or the last date on which a Holder has the right to convert or
exchange a Security shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture of any Security or
coupon other than a provision in the Securities of any series which
specifically states that such provision shall apply in lieu hereof), payment of
interest or any Additional Amounts or principal (and premium or Make-Whole
Amount, if any) or conversion or exchange of such security need not be made at
such Place of Payment on such date but (except as otherwise provided in the
supplemental indenture with respect to such Security) 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, or on such
last day of conversion or exchange, provided that no interest shall accrue on
the amount so payable 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.

Section 1.13     IMMUNITY OF STOCKHOLDERS, DIRECTORS, OFFICES AND
                 AGENTS OF THE COMPANY

         No recourse under or upon any obligation, covenant or agreement
contained in this Indenture, or in any Security, or because of any indebtedness
evidenced thereby, shall be had against any past, present or future
stockholder, employee,


                                     -18-


<PAGE>
officer or director, as such, of the Company or of any successor, either
directly or through the Company or any successor, under any rule of law,
statute or constitutional provision or by the enforcement of any assessment or
by any legal or equitable proceeding or otherwise, all such liability being
expressly waived and released by the acceptance of the Securities by the
Holders and as part of the consideration for the issue of the Securities.

Section 1.14     CONFLICT WITH TRUST INDENTURE ACT

         If any provision hereof limits, qualifies or conflicts with another
provision hereof which is required or deemed to be included in this Indenture
by any of the provisions of the Trust Indenture Act, such required provision
shall control.  If any provision of this Indenture modifies or excludes any
provision of the Trust Indenture Act that may be so modified or excluded, the
latter provision shall be deemed to apply to this Indenture as so modified or
to be excluded, as the case may be.

                                   ARTICLE II

                               SECURITIES FORMS

Section 2.1      FORMS OF SECURITIES

         The Registered Securities, if any, of each series and the Bearer
Securities, if any, of each series and related coupons shall be substantially
in the form of Exhibit A hereto or in such other form 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 3.1, 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 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 3.1, Bearer
Securities shall have interest coupons attached.


                                     -19-


<PAGE>
         Subject to Section 3.4, the definitive Securities and coupons shall be
printed, lithographed or engraved, or produced by any combination of these
methods, on a steel engraved border or steel engraved borders or mechanically
reproduced on safety paper or may be produced in any other manner, all as
determined by the officers of the Company executing such Securities or coupons,
as evidenced by their execution of such Securities or coupons.

Section 2.2      FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         Subject to Section 6.11, the Trustee's certificate of authentication
shall be in substantially the following form:

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


                                         [NAME OF TRUSTEE], as Trustee



Dated:                                   By:
      ---------------------------------     -----------------------------------
                                            Authorized Signatory

Section 2.3      SECURITIES ISSUABLE IN GLOBAL FORM

         If Securities of or within a series are issuable in the form of one or
more Global Securities, then, notwithstanding clause (8) of Section 3.1 and the
provisions of Section 3.2, any such Global Security or Securities may provide
that it or they shall represent the aggregate amount of all Outstanding
Securities of such series (or such lesser amount as is permitted by the terms
thereof) from time to time endorsed thereon and may also provide that the
aggregate amount of Outstanding Securities of such series represented thereby
may from time to time be increased or decreased to reflect exchanges.  Any
endorsement of any Global Security to reflect the amount, or any increase or
decrease in the amount, or changes in the rights of Holders thereof, of
Outstanding Securities represented thereby shall be made by the Trustee in such
manner or by such Person or Persons as shall be specified therein or in the
Company Order to be delivered to the Trustee pursuant to Section 3.3 or 3.4.
Subject to the provisions of Section 3.3 and, if applicable, Section 3.4, the
Trustee shall deliver and redeliver any Global 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 3.3 or 3.4 has been, or

                                     -20-



<PAGE>
simultaneously is, delivered, any instructions by the Company with respect  to
endorsement or delivery or redelivery of a Global Security shall be in writing
but need not comply with Section 1.2 and need not be accompanied by an Opinion
of Counsel.

         The provisions of the last sentence of Section 3.3 shall apply to any
Security represented by a Global Security if such Security was never issued and
sold by the Company and the Company delivers to the Trustee the Global Security
together with written instructions (which need not comply with Section 1.2 and
need not be accompanied by 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 3.3.

         Notwithstanding the provisions of Section 3.7, unless otherwise
specified as contemplated by Section 3.1, payment of principal of and any
premium or Make-Whole Amount, if any, and interest on any Global Security in
permanent global form shall be made to the registered Holder thereof.

         Notwithstanding the provisions of Section 3.8 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 (1) in the
case of a permanent Global Security in registered form, the Holder of such
permanent Global Security in registered form or (2) in the case of a permanent
Global Security in bearer form, Euroclear or CEDEL.

         Any Global Security authenticated and delivered hereunder shall bear a
legend in substantially the following form:

                 "This Security is a Global Security within the meaning set
                 forth in the Indenture hereinafter referred to and is
                 registered in the name of a Depositary or a nominee of a
                 Depositary.  This Security is exchangeable for Securities
                 registered in the name of a person other than the Depositary
                 or its nominee only in the limited circumstances described in
                 the Indenture, and may not be transferred except as a whole by
                 the Depositary to a nominee of the Depositary or by a nominee
                 of the Depositary to the Depositary or another nominee of the


                                     -21-


<PAGE>
                 Depositary or by the Depositary or its nominee to a successor
                 Depositary or its nominee."

                                  ARTICLE III

                                 THE SECURITIES

Section 3.1      AMOUNT UNLIMITED; ISSUABLE IN SERIES

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

         The Securities may be issued in one or more series.  There shall be
established in one or more Board Resolutions or pursuant to authority granted
by one or more Board Resolutions and, subject to Section 3.3, set forth in an
Officer's Certificate, or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any series:

                 (1)      the title of the Securities of the series (which
shall distinguish the Securities of 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 3.4, 3.5, 3.6, 9.6, 11.7 or 13.5);

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

                 (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 interest shall be calculated if other than that of a
360-day year of twelve 30-day months;

                                     -22-

<PAGE>
                 (5)      the place or places where the principal of (and
premium or Make-Whole Amount, if any), interest, if any, on, and Additional
Amounts, if any, payable in respect of, Securities of the series shall be
payable, where any Securities of the series may be surrendered for registration
of transfer, exchange or conversion 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, currency unit or units or
composite currency or currencies in which, and other terms and conditions upon
which Securities of the series may pursuant to any optional or mandatory
redemption provisions, be redeemed, as a 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, currency unit or units or composite currency
or currencies in which, and other terms and conditions upon which Securities of
the series shall be redeemed, repaid or purchased, as a whole or in part,
pursuant to such obligation;

                 (8)      if other than denominations of $1,000 and any
integral multiple thereof, the denominations in which any 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 5.2 or, if applicable, the portion of the principal amount of
Securities of the series that is convertible in accordance with the provisions
of this Indenture, or the method by which such portion shall be determined;

                 (11)     if other than Dollars, the Foreign Currency or
Currencies in which payment of the principal of (and premium or Make-Whole
Amount, if any) and interest or Additional Amounts, if any, on the Securities
of the series shall be payable or in which the Securities of the series shall
be denominated and the manner

                                     -23-

<PAGE>
of determining the equivalent thereof in Dollars for purposes of the definition
of "Outstanding" in Section 1.1 and the terms and conditions relating thereto;

                 (12)     whether the amount of payments of principal of (and
premium or Make-Whole Amount, 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, but need not, be based, without
limitation, on one or more currencies, currency units, composite currencies,
commodities, equity indices or other indices), and the manner in which such
amounts shall be determined;

                 (13)     whether the principal of (and premium or Make-Whole
Amount, if any) or interest or Additional Amounts, if any, on the Securities of
the series are to be payable, at the election of the Company or a Holder
thereof, in a currency or currencies, currency unit or units or composite
currency or currencies other than that in which such Securities are denominated
or stated to be payable, the period or periods within which, and the terms and
conditions upon which, such election may be made, and the time and manner of,
and identity of the exchange rate agent with responsibility for, determining
the exchange rate between the currency or currencies, currency unit or units or
composite currency or currencies in which such Securities are denominated or
stated to be payable and the currency or currencies, currency unit or units or
composite currency or currencies in which such Securities are to be so payable;

                 (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 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


                                     -24-

<PAGE>
Securities of such series and of like tenor of any authorized form and
denomination and the circumstances under which any such exchanges may occur, if
other than in the manner provided in Section 3.5, and, if Registered Securities
of the series are to be issuable as a Global Security, the identity of the
depositary 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)     the Person to whom any interest on any Registered
Security of the series shall be payable, if other than the Person in whose name
that 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 3.4;

                 (19)     the applicability, if any, of Sections 14.2 and/or
14.3 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 XIV;

                 (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)     if the Securities of the series are to be issued upon
the exercise of warrants, the time, manner and place for such Securities to be
authenticated and delivered;

                 (22)     whether and under what circumstances the Company will
pay Additional Amounts as contemplated by Section 10.10 on the Securities of
the series 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);



                                     -25-

<PAGE>
                 (23)     the obligation, if any, of the Company to permit the
conversion of the Securities of such series into the Company's Common Stock or
Preferred Stock, as the case may be, and the terms and conditions upon which
such conversion shall be effected (including, without limitation, the initial
conversion price or rate, the conversion period, any adjustment of the
applicable conversion price and any requirements relative to the reservation of
such shares for purpose of conversion) and applicable limitations on the
ownership or transferability of the Common Stock or Preferred Stock into which
such Securities are convertible; and

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

         All Securities of any one series and 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 3.3) and set forth in such Officers' Certificate or in any such
indenture supplemental hereto.  All Securities of any one series need not be
issued at the same time and, unless otherwise provided, a series may be
reopened, without the consent of the Holders, for issuances of additional
Securities of such series.

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

Section 3.2      DENOMINATIONS

         The Securities of each series shall be issuable in such denominations
as shall be specified as contemplated by Section 3.1.  With respect to
Securities of any series denominated in Dollars, in the absence of any such
provisions with respect to the Securities or any series, the Securities of such
series, other than Securities issued in global form (which may be of any
denomination), shall be issuable in denominations of $1,000 and any integral
multiple thereof.

Section 3.3      EXECUTION, AUTHENTICATION, DELIVERY AND DATING

         The Securities and any coupons appertaining thereto shall be executed
on behalf of the Company by its Chairman of the Board, its President or one of
its Senior Vice Presidents, under its corporate seal reproduced thereon, and
attested by


                                     -26-


<PAGE>
its Secretary or one of its Assistant Secretaries.  The signature of any of
these officers 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 signature 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 before 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 3.1, 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 to Euroclear or CEDEL, as the case
may be, in the form set forth in Exhibit B-1 to this Indenture or such other
certificate as may be specified with respect to any series of Securities
pursuant to Section 3.1, dated no earlier than 15 days before 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 3.3 and Section 3.4, 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
3.6, the Trustee shall not authenticate and deliver any Bearer Security unless
all appurtenant coupons for interest then matured have been detached and
canceled.

         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



                                     -27-

<PAGE>
issuance of such Securities and determining the terms of particular Securities
of such series, such as interest rate or formula, 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,

         (1)     an Opinion of Counsel stating that:

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

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

                 (C)      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 legally
         binding obligations of the Company, enforceable in accordance with
         their terms, subject to applicable bankruptcy, insolvency, fraudulent
         transfer, reorganization and other similar laws of general
         applicability relating to or affecting the enforcement of creditors'
         rights generally and to general equitable principles; and

         (2)     an Officers' Certificate stating that all conditions precedent
provided for in this Indenture relating to the issuance of the Securities have
been complied with and that, to the best of the knowledge of the signers of
such certificate, no Event of Default with respect to any of the Securities
shall have occurred and be continuing.

If such form or terms have been so established, the  Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties,
obligations or immunities under the



                                     -28-

<PAGE>
Securities and this Indenture or otherwise in a manner which is not reasonably
acceptable to the Trustee.

         Notwithstanding the provisions of Section 3.1 and of the preceding
paragraph, 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 3.1 or a Company Order, or an Opinion of Counsel
or an 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.

         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 3.1.

         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 (including a Global 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 3.9 together with a written statement (which need not
comply with Section 1.2 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 3.4      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,


                                     -29-

<PAGE>
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 Global Securities (which shall be
exchanged as otherwise provided herein 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
nonmatured coupons appertaining thereto), the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor 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
3.3.  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, the following provisions of this Section 3.4 shall govern the
exchange of temporary Securities other than through the facilities of The
Depository Trust Company ("DTC").  If any such temporary Security is issued in
global form, then 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 CEDEL,
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


                                     -30-

<PAGE>
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
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 3.1, 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 CEDEL 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 B-2 to this Indenture or in such other form as may be established
pursuant to Section 3.1; 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 3.3.

         (c)     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 CEDEL, as the case may be, to request such exchange on his behalf
and delivers to Euroclear or CEDEL, as the case may be, a certificate in the
form set forth in Exhibit B-1 to this Indenture (or in such other form as may
be established pursuant to Section 3.1), dated no earlier than 15 days prior to
the Exchange Date, copies of which certificate shall be available from the
offices of Euroclear and CEDEL, 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
CEDEL.  Definitive Securities in bearer form to the delivered in exchange for
any


                                     -31-
<PAGE>
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 been 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 3.1, 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 CEDEL on such Interest Payment Date upon delivery by Euroclear
and CEDEL to the Trustee of a certificate or certificates in the form set forth
in Exhibit B-2 to this Indenture (for in such other forms as may be established
pursuant to Section 3.1), 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 CEDEL, 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 in Exhibit B-1 to
this Indenture (or in such other forms as may be established pursuant to
Section 3.1).  Notwithstanding anything to the contrary herein contained, the
certifications made pursuant to this paragraph shall satisfy the certification
requirements of the preceding two paragraphs and of the third paragraph of
Section 3.3 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
interest owing with respect to a beneficial interest in a temporary Global
Security will be made unless and until such temporary Global Security shall
have been exchanged for an interest in a definitive Security.  Any interest so
received by Euroclear and CEDEL 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 3.5       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



                                     -32-

<PAGE>
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 prescribed, the Company shall provide for the
registration of Securities and of transfers of 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.  If the Trustee shall
cease to be Security Registrar, it shall have the right to examine the Security
Register at all reasonable times.

         Subject to the provisions of this Section 3.5, 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 term and provisions.

         Subject to the provisions of this Section 3.5, 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 such 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 3.1, Bearer
Securities may not be issued in exchange for Registered Securities.

         If (but only if) permitted by the applicable Board Resolution and
(subject to Section 3.3) set forth in the applicable Officers' Certificate, or
in any indenture supplemental hereto, delivered as contemplated by Section 3.1,
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


                                     -33-


<PAGE>
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 10.2, 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 (1) any
Regular Record Date and before the opening of business at such office or agency
on the relevant Interest Payment Date, or (2) 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 3.1, any permanent Global Security shall be
exchangeable only as provided in this paragraph.  If the depositary for any
permanent Global Security is DTC, then, unless the terms of such Global
Security expressly permit such Global Security to be exchanged in whole or in
part for definitive Securities, a Global Security may be transferred, in whole
but not in part, only to a nominee of DTC, or by a nominee of DTC to DTC, or to
a successor to DTC for such Global Security selected or approved by the Company
or to a nominee of such successor to DTC.  If at any time DTC notifies the
Company that it is unwilling or unable to continue as depositary for the
applicable Global Security or Securities or if at any time DTC



                                     -34-

<PAGE>
ceases to be a clearing agency registered under the Exchange Act, if so
required by applicable law or regulation, the Company shall appoint a successor
depositary with respect to such Global Security or Securities.  If (1) a
successor depositary for such Global Security or Securities is not appointed by
the Company within 90 days after the Company receives such notice or becomes
aware of such unwillingness, inability or ineligibility, (2) an Event of
Default has occurred and is continuing and the beneficial owners representing a
majority in principal amount of the applicable series of Securities represented
by such Global Security or Securities advise DTC to cease acting as depositary
for such Global Security or Securities, or (3) the Company, in its sole
discretion, determines at any time that all Outstanding Securities (but not
less than all) of any series issued or issuable in the form of one or more
Global Securities shall no longer be represented by such Global Security or
Securities, then the Company shall execute, and the Trustee shall authenticate
and deliver, definitive Securities of like series, rank, tenor and terms in
definitive form in an aggregate principal amount equal to the principal amount
of such  Global Security or Securities.  If any beneficial owner of an interest
in a permanent Global Security is otherwise 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 3.1
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 execute, and the Trustee shall authenticate and deliver,
definitive Securities in aggregate principal amount equal to the principal
amount of such beneficial owner's interest in such permanent Global Security.
On or after the earliest date on which such interests may be so exchanged, such
permanent Global Security shall be surrendered for exchange by DTC 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; 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 the opening of business at such office
or agency on the related proposed date for payment of Defaulted Interest,
interest or Defaulted


                                     -35-


<PAGE>
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 the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of  transfer or exchange.

         Every Registered Security presented or surrendered for registration of
transfer or for exchange or redemption shall (if so required by the Company or
the Security Registrar) be duly endorsed, or be accompanied by a written
instrument of transfer (including evidence of title and identity) 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 3.4, 9.6, 11.7 or 13.5 not involving any
transfer.

         The Company or the Trustee, as applicable, shall not be required (1)
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 11.3 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 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 (2) 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 (3) to exchange any Bearer Security so selected for redemption,
except that such Bearer Security may be exchanged for a Registered Security of
that series and like tenor; provided, however, that such Registered Security
shall be simultaneously

                                     -36-



<PAGE>
surrendered for redemption, or (4) 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 3.6       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 therefor 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 (1)
evidence to their satisfaction of the destruction, loss or theft of any
Security or coupon and (2) such security or indemnity as may be required by
them to save each of them and any agent of either of them harmless, then, in
the absence of notice to the Company or the Trustee that such Security or
coupon has been acquired by a bona fide purchaser, the Company shall execute
and upon its request the Trustee shall authenticate and deliver, in lieu of any
such destroyed, lost or stolen Security or in exchange for the Security to
which a destroyed, lost or stolen coupon appertains (with all appurtenant
coupons not destroyed, lost or stolen), a new security of the same series 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 destroyed, lost or stolen Security or to the Security to
which such destroyed, lost or stolen coupon appertains, pay such Security or
coupon; provided, however, that payment of principal of (and premium and
Make-Whole Amount, if any), any interest on and any Additional Amounts with
respect to, Bearer Securities shall, except as otherwise provided in Section
10.2, be payable only at an office or agency located outside the United States
and, unless otherwise specified as contemplated by


                                     -37-


<PAGE>
Section 3.1, 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 3.6, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

         Every new Security of any series with its coupons, if any, issued
pursuant to this Section 3.6 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 3.6 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 3.7      PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED

         Except as otherwise specified with respect to a series of Securities
in accordance with the provisions of Section 3.1, interest 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 10.2; provided,
however, that each installment of interest on any Registered Security may at
the Company's option be paid by (1) mailing a check for such interest, payable
to or upon the written order of the Person entitled thereto pursuant to Section
3.8, to the address of such Person as it appears on the Security Register or
(2) transfer to an account maintained by the payee located inside the United
States.

         Unless otherwise provided as contemplated by Section 3.1 with respect
to the Securities of any series, payment of interest 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.


                                     -38-

<PAGE>
         Unless otherwise provided as contemplated by Section 3.1, every
permanent Global Security will provide that interest, if any, payable on any
Interest Payment Date will be paid to DTC, Euroclear and/or CEDEL, as the case
may be, with respect to that portion of such permanent Global Security held for
its account by Cede & Co. or the Common Depositary, as the case may be, for the
purpose of permitting such party to credit the interest 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.

         Except as otherwise specified with respect to a series of Securities
in accordance with the provisions of Section 3.1, 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 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 or
         currencies, currency unit or units or composite currency or currencies
         in which the Securities of such series are payable (except as
         otherwise specified pursuant to Section 3.1 for the Securities of such
         series) equal to the aggregate amount proposed to be paid in respect
         of such Defaulted Interests or shall make arrangements satisfactory


                                     -39-

<PAGE>
         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 for the Persons entitled to such Defaulted Interest as in
         this clause provided.  Thereupon the Trustee shall fix a Special
         Record Date for the payment of such Defaulted Interest which shall be
         not more than 15 days and not less than 10 days prior to the date of
         the proposed payment and not less than 10 days after the receipt by
         the Trustee of the notice of the proposed payment.  The Trustee shall
         promptly notify the Company of such Special Record Date and, in the
         name and at the expense of the Company, shall cause notice of the
         proposed payment of such Defaulted Interest and the Special Record
         Date therefor to be mailed, first-class postage prepaid, to each
         Holder of 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.  The Trustee may, in its discretion, in the name and at
         the expense of the Company, cause a similar notice to be published at
         least once in an Authorized Newspaper in each Place of Payment, but
         such publications shall not be a condition precedent to the
         establishment of such Special Record Date.  Notice of the proposed
         payment of such Defaulted Interest and the Special Record Date
         therefor having been mailed as aforesaid, such Defaulted Interest
         shall be paid to the Persons in whose names the Securities of such
         series (or their respective Predecessor Securities) are registered at
         the close of business on such Special Record Date and shall no longer
         be payable pursuant to the following clause (2).  In case a Bearer
         Security of any series is surrendered at the office or agency in a
         Place of Payment for such series in exchange for a Registered Security
         of such series after the close of business at such office or agency on
         any Special Record Date and before the opening of business at such
         office or agency on the related proposed date for payment of Defaulted
         Interest, such Bearer Security shall be surrendered without the coupon
         relating to such proposed date of payment and Defaulted Interest will
         not be payable on such proposed date of payment in respect of the
         Registered Security issued in exchange for such Bearer Security, but
         will be payable only to the 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


                                     -40-

<PAGE>
         proposed payment pursuant to this clause, such manner of payment shall
         be deemed practicable by the Trustee.

         Subject to the foregoing provisions of this Section 3.7 and Section
3.5, 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 3.8      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 or Make-Whole Amount, if any), and (subject to Sections 3.5 and
3.7) interest on, such Registered Security and for all other purposes
whatsoever, whether or not such Registered Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.  All such payments so made to any such
Person, or upon such Person's order, be valid, and, shall to the extent of the
sum or sums so paid, effectual to satisfy and discharge the liability for money
payable upon any such Security.

         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 Holder of any Bearer Security and the Holder 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.

         No Holder of any beneficial interest in any Global Security held on
its behalf by a depositary shall have any rights under this Indenture with
respect to such Global Security and such depositary shall be treated by the
Company, the Trustee, and any agent of the Company or the Trustee as the owner
of such Global Security for all purposes whatsoever.  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 Global
Security or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.



                                     -41-

<PAGE>
         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 3.9      CANCELLATION

         All Securities and coupons surrendered for payment, redemption,
repayment at the option of the Holder, registration of transfer or exchange or
conversion 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 canceled 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 canceled 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 canceled as provided in this Section 3.9, except as
expressly permitted by this Indenture.  Canceled Securities and coupons held by
the Trustee shall be destroyed by the Trustee and the Trustee shall deliver a
certificate of such destruction to the Company, unless the Trustee is otherwise
directed by a Company Order.


Section 3.10     COMPUTATION OF INTEREST

         Except as otherwise specified as contemplated by Section 3.1 with
respect to Securities of any series, interest on the Securities of each series
shall be computed on the basis of a 360-day year consisting of twelve 30-day
months.


                                     -42-


<PAGE>

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

Section 4.1      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 herein expressly provided for and any
right to receive Additional Amounts, as provided in Section 10.10), and the
Trustee, upon receipt of a Company Order, and at the expense of the Company,
shall execute instruments in form and substance satisfactory to the Trustee and
the Company 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 in exchange for Registered
                 Securities and maturing after such exchange, whose surrender
                 is not required or has been waived as provided in Section 3.5,
                 (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 3.6, (iii) Coupons appertaining to
                 Securities called for redemption and maturing after the
                 relevant Redemption Date, whose surrender has been waived as,
                 provided in Section 11.6, 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 10.3) 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

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





                                     -43-
<PAGE>
                                  (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 or currencies, currency unit or
units or composite currency or currencies 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 or Make-Whole Amount, if any) and
interest, and any Additional Amounts with respect thereto, 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 6.6, the obligations of the Company to any Authenticating Agent under
Section 6.11 and, if money shall have been deposited with and held by the
Trustee pursuant to subclause (B) of clause (1) of this Section 4.1, the
obligations of the Trustee under Section 4.2 and the last paragraph or Section
10.3 shall survive.

Section 4.2     APPLICATION OF TRUST FUNDS

         Subject to the provisions of the last paragraph of Section 10.3, all
money deposited with the Trustee pursuant to Section 4.1 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 or Make-Whole Amount, if any) and any interest and Additional Amounts
for whose payment such money has

                                     -44-
<PAGE>
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.

Section 4.3     REINSTATEMENT

         If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article IV 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
shall be revived and reinstated as though no deposit had occurred pursuant to
this Article IV until such time as the Trustee or Paying Agent is permitted to
apply all money held in trust with respect to the Securities; provided,
however, that if the Company makes any payment of principal of or any premium
or interest on any Securities following the reinstatement of its obligations,
the Company shall be subrogated to the rights of the Holders of the Securities
to receive such payment from the money so held in trust.


                                  ARTICLE V

                                   REMEDIES

Section 5.1     EVENTS OF DEFAULT

         "Event of Default," wherever used herein with respect to any
particular series of Securities, means any one of the following events
(whatever the reason for such Event of Default 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) unless such event is specifically deleted
or modified in or pursuant to the supplemental indenture, Board Resolution or
Officers' Certificate establishing the terms of such series pursuant to this
Indenture:

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



                                         -45-

<PAGE>

                (2)      default in the payment of the principal of (or
         premium or Make-Whole Amount, 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 warranty of the Company in this Indenture with respect to
         any Security of that series (other than a covenant or warranty a
         default in whose performance or whose breach is elsewhere in
         this Section 5.1 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)      default under any bond, debenture, note, mortgage,
         indenture or instrument under which there may be issued or by which
         there may be secured or evidenced any indebtedness for money borrowed
         by the Company (or by any Subsidiary, the repayment of which the
         Company has guaranteed or for which the Company is directly
         responsible or liable as obligor or guarantor), having an aggregate
         principal amount outstanding of at least $10,000,000, whether such
         indebtedness now exists or shall hereafter be created, which default
         shall have resulted in such indebtedness becoming or being declared
         due and payable prior to the date on which it would other wise have
         become due and payable, without such indebtedness having been
         discharged, or such acceleration having been rescinded or annulled,
         within a period of 10 days after there shall have been given written
         notice, by registered or certified mail, to the Company by the Trustee
         or to the Company and the Trustee by the Holders of at least 25% in
         principal amount of the Outstanding Securities of that series a
         written notice specifying such default and requiring the Company to
         cause such indebtedness to be discharged or cause such acceleration to
         be rescinded or annulled and stating that such notice is a "Notice of
         Default" hereunder; or

                (6)      the Company or any Significant Subsidiary pursuant to
        or within the meaning of any Bankruptcy Law:

                                         -46-

<PAGE>

                         (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

                (7)      a court of competent jurisdiction enters an order or
        decree under any Bankruptcy Law that:

                        (A)     is for relief against the Company or any
                Significant Subsidiary in an involuntary case;

                        (B)     appoints a Custodian of the Company or any
                Significant Subsidiary or for all or substantially all of
                either of its property; or

                        (C)     orders the liquidation of the Company or any
                Significant Subsidiary, and the order or decree remains
                unstayed and in effect for 90 days; or

                (8)     the entry by a court of competent jurisdiction of one
        or more judgments, orders or decrees against the Company or any of its
        Subsidiaries in an aggregate amount (excluding amounts covered by
        insurance) in excess of $10,000,000 and such judgements, orders or
        decrees remain undischarged, unstayed and unsatisfied in an aggregate
        amount (excluding amounts covered by insurance) in excess of $10,000,000
        for a period of 30 consecutive days; or

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

As used in this Section 5.1, the term "Bankruptcy Law" means Title 11, U.S.
Code or any similar federal or state law for the relief of debtors and the term
"Custodian" means any receiver, trustee, assignee, liquidator or other similar
official under any Bankruptcy Law.

                                     -47-

<PAGE>

Section 5.2     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 amount (or, if
Securities of that series 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 in this
Article V provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Company and the
Trustee, may rescind and annul such declaration of acceleration and its
consequences if:

                (1)      the Company has paid or deposited with the Trustee a
sum sufficient to pay in the currency unit or composite currency in which the
Securities of such series are payable (except as otherwise specified pursuant to
Section 3.1 for the Securities of such series):

                          (A)      all overdue installments of interest on, and
                any Additional Amounts, if any, payable in respect of, all
                Outstanding Securities of that series and any related coupons;

                          (B)      the principal of (and premium or Make-Whole
                Amount, if any, on) any 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 and
                any Additional Amounts, if any, at the rate or rates borne by or
                provided for in such Securities; and


                                             -48-

<PAGE>

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

                (2)       all Events of Default with respect to Securities of
that series, other than the nonpayment of the principal of (or premium or
Make-Whole Amount, if any) or interest on Securities of that series which have
become due solely by such declaration of acceleration, have been cured or waived
as provided in Section 5.13.

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

Section 5.3      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 or Additional Amounts, if any, on any Security of any series and any
related coupon when such interest or Additional Amount 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 or Make-Whole Amount, 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 such Securities of such series and coupons, the whole
amount then due and payable on such Securities and coupons for principal (and
premium or Make-Whole Amount, if any) and interest and Additional Amounts, if
any, with interest upon any overdue principal (and premium or Make-Whole Amount,
if any) and, to the extent that payment of such interest shall be legally
enforceable, upon any overdue installments of interest or Additional Amounts, 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 and its agents and counsel.

         If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as Trustee of an express trust, may institute
a judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the


                                     -49-

<PAGE>
Company or any other obligor upon such 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 such 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 any such appropriate judicial proceedings as the
Trustee shall deem most effectual to protect and enforce any such rights,
whether for the specific enforcement of any covenant or agreement in this
Indenture or in aid of the exercise of any power granted herein, or to enforce
any other proper remedy.

Section  5.4    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 overdue principal, premium or
Make-Whole Amount, if any, or interest or Additional Amounts, if any) shall be
entitled and empowered, by intervention in such proceeding or otherwise:

                (1)      to file and prove a claim for the whole amount, or
such lesser amount as may be provided for in the Securities of such series, of
principal (and premium or Make-Whole Amount, if any) and interest and Additional
Amounts, 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 and its agents and counsel)
and of the Holders allowed in such judicial proceeding, and

                (2)      to collect and receive any money 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

                                     -50-

<PAGE>

of Securities of such series and coupons to make such payments to the Trustee,
and if 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 6.6.

         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; provided, however, that
the Trustee may, on behalf of the Holders, vote for the election of a trustee
in bankruptcy or similar official and may be a member of the creditor's
committee.

         In any proceedings brought by the Trustee (and also any proceedings
involving the interpretation of any provision of this Indenture to which the
Trustee shall be a party), the Trustee shall be held to represent all the
Holders of the Securities, and it shall not be necessary to make any Holders of
the Securities parties to any such proceedings.

Section 5.5     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 and 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 5.6     APPLICATION OF MONEY COLLECTED

         Any money collected by the Trustee pursuant to this Article V 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
or Make-Whole

                                     -51-

<PAGE>

Amount, if any) or interest and any Additional Amounts, 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 costs and expenses of collection,
         including all sums paid or advanced by the Trustee hereunder and the
         reasonable compensation, expenses and disbursements of the Trustee,
         its agents and counsel and all amounts due the Trustee and any
         predecessor Trustee under Section 6.6;

                 SECOND:  To the payment of the amounts then due and unpaid
         upon the Securities and coupons for the principal (and premium or
         Make-Whole Amount, if any) and interest and any Additional Amounts, if
         any, payable 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 or Make-Whole
         Amount, if any), interest and Additional Amounts, if any,
         respectively; and

                 THIRD:  To the payment of the remainder, if any, to the
         Company.

Section 5.7     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
indemnity reasonably satisfactory to the Trustee against the costs, expenses and
liabilities to be  incurred in compliance with such request;

                                     -52-


<PAGE>

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

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

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other 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 5.8     UNCONDITIONAL RIGHTS OF HOLDERS TO RECEIVE PRINCIPAL,
                PREMIUM, IF ANY, INTEREST AND ADDITIONAL AMOUNTS

         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 or
Make-Whole Amount, if any) and (subject to Sections 3.5 and 3.7) interest on,
and any Additional Amounts, if any, in respect of, 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.

Section 5.9     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 5.10    RIGHTS AND REMEDIES CUMULATIVE


                                     -53-

<PAGE>

         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 3.6, 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 5.11    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 V 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 5.12    CONTROL BY HOLDERS OF SECURITIES

         The Holders of not less than 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 unduly prejudicial to the Holders of Securities
of such series not joining therein, it being understood that (subject to Section
6.2) the Trustee shall have no duty to ascertain whether or not such actions or
forebearance are unduly prejudicial to such Holders.

                                     -54-


<PAGE>
         Nothing in this Indenture shall impair the right of the Trustee in its
discretion to take any action deemed proper by the Trustee and which is not
inconsistent with such direction by Holders.

Section 5.13    WAIVER OF PAST DEFAULTS

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

                (1)      in the payment of the principal of (or  premium or
Make-Whole Amount, if any) or interest on or Additional Amounts, if any, payable
in respect of any Security of such series or any related coupons or

                (2)      in respect of a covenant or provision hereof which
under Article IX 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 5.14    WAIVER OF USURY, 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 usury, 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.

Section 5.15    UNDERTAKING FOR COSTS

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

                                     -55-

<PAGE>
Indenture, or in any suit against the Trustee for any action taken or omitted
by it as Trustee, the filing by any party litigant in such suit of any
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section 5.15 shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 25% in principal amount of the Outstanding Securities
of any series, or to any suit instituted by any Holder for the enforcement of
the payment of the principal of (or premium or Make-Whole Amount, if any) or
interest on and Additional Amounts, if any, payable in respect of any Security
on or after the respective Stated Maturities expressed in such Security  (or,
in the case of redemption, on or after the Redemption Date).

                                  ARTICLE VI

                                 THE TRUSTEE

Section 6.1     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 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 or Make-Whole Amount, if any) or interest on or
any Additional Amounts, if any, payable in respect of any Security of such
series, or in the payment of any sinking fund installment with respect to the
Securities of such series, the Trustee shall be protected in withholding such
notice if and so long as Responsible Officers of the Trustee in good faith
determine 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
5.1(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.  For the purpose of this Section 6.1, the term "default" means any
event which is, or after notice or lapse of time or both would become, an Event
of Default with respect to the Securities of such series.


                                     -56-
<PAGE>

Section 6.2     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, Officers' Certificate,
certificate, statement, instrument, Opinion of Counsel, 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;

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

                (4)      before the Trustee acts or refrains from acting, the
Trustee may consult with counsel and the written advice of such counsel and 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 power vested in it by this Indenture at the request or
direction of any of the Holders of Securities of any series or any related
coupons pursuant to this Indenture, unless such Holders shall have offered to
the Trustee security or indemnity reasonably satisfactory to the Trustee 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, unless
requested in writing so to do by the

                                     -57-

<PAGE>

Holders of not less than a majority in aggregate principal amount of the
Outstanding Securities of any series; provided that, if the payment within a
reasonable time to the Trustee of the costs, expenses or liabilities likely to
be incurred by it in the making of such investigation is, in the opinion of the
Trustee, not reasonably assured to the Trustee by the security afforded to it by
the terms of this Indenture, the Trustee may require reasonable indemnity
against such expenses or liabilities as a condition to proceeding; the
reasonable expenses of every such examination shall be paid by the Holders or,
if paid by the Trustee, shall be repaid by the Holders upon demand.  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, relevant to the facts or matters
that are the subject of its inquiry, 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 reasonably believed by it to be
authorized or within the discretion, rights or power conferred upon it by this
Indenture;

                (9)      the permissive rights of the Trustee to do things
enumerated in this Indenture shall not be construed as a duty and the Trustee
shall not be answerable for other than its negligence or willful misconduct;
and

                (10)     except for (i) a default under Sections 5.1(1) and (2)
hereof, or (ii) any other event of which the Trustee has "actual knowledge" and
which event, with the giving of notice or the passage of time or both, would
constitute an Event of Default under this Indenture, the Trustee shall not be
deemed to have notice of any default or Event of Default unless specifically
notified in writing of such event by the Company or the Holders of not less
than 25% in aggregate principal amount of the Securities then outstanding; as
used herein, the term "actual knowledge" means the actual fact or statement of
knowing, without any duty to make any investigation with regard thereto.

         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


                                     -58-

<PAGE>

believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it.

         Except during the continuance of an Event of Default, the Trustee
undertakes to perform only such duties as are specifically set forth in this
Indenture, and no implied covenants or obligations shall be read into this
Indenture against the Trustee.

Section 6.3     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. 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 6.4     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 6.5     MONEY HELD IN TRUST

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

Section 6.6     COMPENSATION AND REIMBURSEMENT

         The Company agrees:

                                     -59-

<PAGE>

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

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

                (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 willful misconduct 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 or
investigating any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder.

         When the Trustee incurs expenses or renders services in connection
with an Event of Default specified in Section 5.1(6) or Section 5.1(7), the
expenses (including  the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or state bankruptcy, insolvency or
other similar law.

         As security for the performance of the obligations of the Company
under this Section 6.6, the Trustee shall have a lien prior to the Securities
upon all property and money held or collected by the Trustee as such, except
money held in trust for the payment of principal of (or premium or Make-Whole
Amount, if any) or interest on or Additional Amounts, if any, payable in
respect of particular Securities or any coupons.

         The provisions of this Section 6.6 shall survive the termination of
this Indenture.

Section 6.7     CORPORATE TRUSTEE REQUIRED; ELIGIBILITY; CONFLICTING
                INTERESTS

         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

                                     -60-

<PAGE>
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 6.7, 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 6.7, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article VI.  Neither the Company nor any Person
directly or indirectly controlling or controlled by, or under common control
with, the Company shall serve as Trustee.

Section 6.8     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 VI shall become effective until
the acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 6.9.

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

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

                (2)      the Trustee shall cease to be eligible under Section
        6.7 and shall fail to resign after written request therefor by the
        Company or by any Holder of a Security who has been a bona fide Holder
        of a Security for at least six months; or


                                         -61-

<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 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.

        (f)      The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series
in the manner provided for notices to the Holders of Securities in Section 1.6.
Each notice shall include the

                                     -62-
<PAGE>
name of the successor Trustee with respect to the Securities of such series and
the address of its Corporate Trust Office.

Section 6.9     ACCEPTANCE OF APPOINTMENT BY SUCCESSOR

        (a)     In case of the appointment hereunder of a successor Trustee
with respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on request of
the Company or the successor Trustee, such retiring Trustee shall, upon payment
of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee,
and shall duly assign, transfer and deliver to such successor Trustee all
property and money held by such retiring Trustee hereunder, subject
nevertheless to its claim, if any, provided for in Section 6.6.

        (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, pursuant to Article IX, 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

                                     -63-

<PAGE>

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.

        (c)      Uponrequest 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 6.9, 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 VI.

Section 6.10    MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS

         Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder;
provided such corporation shall be otherwise qualified and eligible under this
Article VI, without the execution or filing of any paper or any further act on
the part 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 6.11    APPOINTMENT OF AUTHENTICATING AGENT


                                     -64-

<PAGE>

         At any time when any of the Securities remain Outstanding, the Trustee
may appoint an Authenticating Agent or Agents with respect to one or more
series of Securities which shall be authorized to act on behalf of the Trustee
to authenticate Securities of such series issued upon exchange, registration of
transfer or partial redemption or repayment 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 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 or of any state or the District of Columbia, authorized under
such laws to act as Authenticating Agent, having a combined capital and surplus
of not less than $50,000,000 and subject to supervision or examination by
Federal or state  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 6.11, 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 6.11, such Authenticating Agent shall resign immediately in the manner
and with the effect specified in this Section 6.11.

         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 6.11, 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

                                     -65-
<PAGE>
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.  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 6.11, 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 1.6.  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 6.11.

         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 6.11.

         If an appointment with respect to one or more series is made pursuant
to this Section 6.11, 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 designated therein referred
to in the within-mentioned Indenture.

                                          [NAME OF TRUSTEE], as Trustee



Dated:                                    By:
      -----------------------------------    ----------------------------------
                                             Authorized Signatory



Dated:                                    By:
      -----------------------------------    ----------------------------------
                                             Authorized Signatory

Section 6.12    CERTAIN DUTIES AND RESPONSIBILITIES OF THE TRUSTEE


                                     -66-

<PAGE>

        (a)     With respect to the Securities of any series, except during
the continuance of an Event of Default with respect to the Securities of such
series:

                (1)     the Trustee undertakes to perform such duties
        and only such duties as are specifically set forth in this Indenture,
        and no implied covenants or obligations shall be read into this
        Indenture against the Trustee; and

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

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

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

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

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

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


                                         -67-

<PAGE>

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

        (d)      Whether or not therein expressly so provided, every provision
of this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section 6.12.

                                 ARTICLE VII

              HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 7.1     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).

Section 7.2     REPORTS BY TRUSTEE

         The Trustee shall transmit to Holders such reports concerning the
Trustee and its actions under this Indenture as may be required by TIA Section
313 at the times and in the manner provided by the TIA, which shall
initially be not less than every twelve months commencing on March __, 1999.
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 any
Securities are listed, with the Commission and with the Company.  The Company
will notify the Trustee when any Securities are listed on any stock exchange.

                                     -68-


<PAGE>

Section 7.3     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 Exchange Act; 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
Exchange Act, 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)      transmit by mail to the Holders of Securities,
within 30 days after the filing thereof with the Trustee, in the manner and to
the extent provided in TIA Section 313(c), such summaries of any information,
documents and reports required to be filed by the Company pursuant to clauses
(1) and (2) of this Section 7.3 as may be required by rules and regulations
prescribed from time to time by the Commission.

Section 7.4     COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS

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

                (1)      semiannually, not later than 15 days after the
Regular Record Date for interest for each series of Securities, a list, in such
form as the Trustee may reasonably require, of the names and addresses of the
Holders of Securities of such series as of such Regular Record Date or, if there
is no Regular Record Date for

                                     -69-


<PAGE>
interest for such series of Securities, semiannually, upon such dates as are set
forth in the Board Resolution or indenture supplemental hereto authorizing such
series, and

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

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

                                 ARTICLE VIII

               CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE

Section 8.1    CONSOLIDATIONS AND MERGERS OF COMPANY AND SALES, LEASES AND
               CONVEYANCES PERMITTED SUBJECT TO CERTAIN CONDITIONS

        The Company may consolidate with, or sell, lease or convey all or
substantially all of its assets to, or merge with or into any other entity,
provided that in any such case, (1) either the Company shall be the continuing
entity, or the successor entity shall be an entity organized and existing under
the laws of the United States or a state thereof and such successor entity shall
expressly assume the due and punctual payment of the principal of (and premium
or Make-Whole Amount, if any) and any interest (including all Additional
Amounts, if any, payable pursuant to Section 10.10) on all of the Securities,
according to their tenor, and the due and punctual performance and observance of
all of the covenants and conditions of this Indenture to be performed by the
Company by supplemental indenture, complying with Article IX, satisfactory to
the Trustee, executed and delivered to the Trustee by such entity and (2)
immediately after giving effect to such transaction and treating any
indebtedness which becomes an obligation of the Company or any Subsidiary as a
result thereof as having been incurred by the Company or such Subsidiary at the
time of such transaction, no Event of Default, and no event which, after notice
or the lapse of time, or both, would become an Event of Default, shall have
occurred and be continuing.

                                     -70-


<PAGE>
Section 8.2     RIGHTS AND DUTIES OF SUCCESSOR CORPORATION

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

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

Section  8.3    OFFICERS' CERTIFICATE AND OPINION OF COUNSEL

         Any consolidation, merger, sale, lease or conveyance permitted under
Section 8.1 is also subject to the condition that the Trustee receive an
Officers' Certificate and an Opinion of Counsel to the effect that any such
consolidation, merger, sale, lease or conveyance, and the assumption by any
successor corporation, complies with the provisions of this Article VIII and
that all conditions precedent herein provided for relating to such transaction
have been complied with.


                                     -71-


<PAGE>

                                  ARTICLE IX

                           SUPPLEMENTAL INDENTURES


Section 9.1     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

                (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 registrable as to principal,
to change or eliminate any restrictions on the payment of principal of or any
premium or Make-Whole Amount, if any, or interest on and Additional Amounts, if
any, payable in respect of 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


                                     -72-

<PAGE>
Securities in uncertificated form; provided, however, that any such action shall
not adversely affect the interests of the Holders of Securities of any series or
any related coupons in any material respect; or

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

                (6)     to secure the Securities; or

                (7)     to establish the form or terms of Securities of any
series and any related coupons as permitted by Sections 2.1 and 3.1, including
the provisions and procedures relating to Securities  convertible into Common
Stock or Preferred Stock, as the case may be; or

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

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

                (10)    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 4.1, 14.2 and 14.3;
provided, however, that any such action shall not 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 9.2     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

                                     -73-
<PAGE>
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 or Make-Whole Amount, if any, on) or any installment of principal of or
interest on or Additional Amounts, if any, payable in respect of any Security;
or reduce the principal amount thereof or state the rate or amount of interest
thereon or any Additional Amounts, if any, payable in respect thereof, or any
premium or Make-Whole Amount payable upon the redemption  thereof, or change any
obligation of the Company to pay Additional Amounts pursuant to Section 10.10
(except as contemplated by Section 8.1(1) and permitted by Section 9.1(1)), or
reduce the amount of the principal of an Original Issue Discount Security that
would be due and payable upon a declaration of acceleration of the Maturity
thereof pursuant to Section 5.2 or the amount thereof provable in bankruptcy
pursuant to Section 5.4, 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 or currencies, currency unit or units or composite currency or
currencies in which, any Security or any premium or Make-Whole Amount, if any,
or the interest thereon or Additional Amounts, if any, payable in respect
thereof 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

                (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 (or 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 15.4 for quorum or voting, or

                (3)      modify any of the provisions of this Section 9.2,
Section 5.13 or 10.11, except to increase the required percentage to effect
such action 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.

                                     -74-

<PAGE>

         It shall not be necessary for any Act of Holders under this Section
9.2 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.

Section  9.3    EXECUTION OF SUPPLEMENTAL INDENTURES

         In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article IX or the modification thereby
of the trusts created by this Indenture, the Trustee shall be entitled to
receive, and (subject to TIA Section 315) 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 9.4     EFFECT OF SUPPLEMENTAL INDENTURES

         Upon the execution of any supplemental indenture under this Article
IX, 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 that are theretofore or thereafter authenticated
and delivered hereunder and of any coupon appertaining thereto shall be bound
thereby.

Section 9.5     CONFORMITY WITH TRUST INDENTURE ACT

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

Section 9.6     REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES

         Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article IX may, and
shall, if required by the Trustee, bear a notation in form approved by the
Trustee as to any matter provided

                                     -75-

<PAGE>

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.

                                  ARTICLE X

                                  COVENANTS

Section 10.1    PAYMENT OF PRINCIPAL, PREMIUM OR MAKE-WHOLE AMOUNT, IF ANY,
                INTEREST AND ADDITIONAL AMOUNTS, IF ANY

        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 or Make-Whole Amount, if any) and interest on and any Additional
Amounts, if any, payable in respect of the Securities of that series in
accordance with the terms of such series of Securities, any coupons appertaining
thereto and this Indenture.  Unless otherwise specified as contemplated by
Section 3.1 with respect to any series of Securities, any interest due on and
any Additional Amounts payable in respect of 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.  Unless otherwise specified with respect to Securities of any
series pursuant to Section 3.1, 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.

Section 10.2     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 or conversion, where Securities of that series may
be surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Securities of that series and
this Indenture may be served.  If Securities of a series are issuable as Bearer
Securities, the Company will maintain:  (1) in the Borough of Manhattan, the
City of New York, an office or agency where

                                     -76-
<PAGE>

any Registered Securities of that series may be presented or surrendered for
payment or conversion, where any Registered Securities of that series may be
surrendered for registration of transfer, where Securities of that series may be
surrendered for exchange, where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served and
where Bearer Securities of that series and related coupons may be presented or
surrendered for payment or conversion in the circumstances described in the
following paragraph (and not otherwise); (2) subject to any laws or regulations
applicable thereto, in a Place of Payment for that series which is located
outside the United States, an office or agency where Securities of that series
and related coupons may be presented and surrendered for payment (including
payment of any Additional Amounts payable on Securities of that series pursuant
to Section 10.10) or conversion; provided, however, that if the Securities of
that series are listed on any 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 any required city located outside the
United States, as the case may be, so long as the Securities of that series are
listed on such exchange; and (3) 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 Securities of that series may be surrendered for
registration of transfer, where Securities of that series may be surrendered for
exchange and where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may 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 (including payment of any Additional
Amounts payable on Bearer Securities of that series pursuant to Section 10.10)
or conversion 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 3.1, no payment of principal, premium or Make-Whole Amount, if any, or
interest on or Additional Amounts, if any, in respect of Bearer Securities
shall be made at any office or agency of the Company in the United States or by
check

                                     -77-


<PAGE>
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 any premium or Make-Whole Amount, if any, and interest on any Bearer
Security (including any Additional Amounts payable on Securities of such series
pursuant to Section 10.10) 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 Make-Whole
Amount, if any, interest or Additional Amounts, if any, as the case may be, at
all offices or agencies outside the United States maintained for the purpose by
the Company in accordance with this Indenture is illegal or effectively
precluded by exchange controls or other similar restrictions.

         The Company may 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 3.1 with respect to a series of
Securities, the Company hereby designates as a Place 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 3.1, if and so long as the Securities of any series (1) are denominated
in a Foreign Currency or (2) 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 series of Securities, or as so required, at
least one exchange rate agent.

Section 10.3    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 (and premium or Make-whole Amount, if
any), or interest on or Additional Amounts, if any, in respect of any of the
Securities of that series,

                                     -78-

<PAGE>
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum in the currency or currencies, currency unit or units or composite currency
or currencies in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 3.1 for the Securities of such series)
sufficient to pay the principal (and premium or Make-Whole Amount, if any) or
interest or Additional Amounts, if any, 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 (and premium or Make-Whole Amount, if any),  or
interest on or Additional Amounts, if any, in respect of any Securities of that
series, deposit with a Paying Agent a sum (in the currency or currencies,
currency unit or units or composite currency or currencies described in the
preceding paragraph) sufficient to pay the principal (and premium or Make-Whole
Amount, if any) or interest or Additional Amounts, if any, so becoming due,
such sum to be held in trust for the benefit of the Persons entitled to such
principal, premium or Make-Whole Amount, if any, or interest or Additional
Amounts, if any, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of its action or failure so to act.

         The Company will cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section 10.3, that such Paying Agent will

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

                (2)      give the Trustee notice of any default by the Company
(or any other obligor upon the Securities) in the making of any such payment of
principal (and premium or Make-Whole Amount, if any) or interest on or
Additional Amounts, if any, payable in respect of the Securities of that series;
and

                                     -79-


<PAGE>


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

         The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held
in trust by the Company or such Paying Agent, such sums to be held by the
Trustee upon the same terms 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 (and premium or
Make-Whole Amount, if any) or interest on, or any Additional Amounts, if any,
payable in respect of, any Security of any series and remaining unclaimed for
two years after such principal (and premium or Make-Whole Amount, if any),
interest or Additional Amounts, if any, 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 of (and premium or Make-Whole Amount, if any)
or interest on, or any Additional Amounts, if any, payable in respect of, 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 10.4     EXISTENCE

         Subject to Article VIII, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence, all material rights (by certificate of incorporation, by-laws and
statute) and material franchises; provided, however, that the Company shall not
be required to preserve any right or franchise if the Board of Directors shall
determine that the preservation thereof is no longer desirable in the conduct
of the business of the Company.


                                     -80-

<PAGE>
Section 10.5   MAINTENANCE OF PROPERTIES

        The Company will cause all of its material properties used or useful in
the conduct of its business or the business of any Subsidiary to be maintained
and kept in good condition, repair and working order and supplied with all
necessary equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; provided,
however, that the Company and its Subsidiaries shall not be prevented from
selling or otherwise disposing for value of their properties in the ordinary
course of their business.

Section 10.6   INSURANCE

        The Company will, and will cause each of its Subsidiaries to, keep in
force upon all of its properties and operations policies of insurance carried
with responsible companies in such amounts and covering all such risks as shall
be customary in the industry in accordance with prevailing market conditions and
availability.

Section 10.7   PAYMENT OF TAXES AND OTHER CLAIMS

        The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (1) all taxes, assessments and
governmental charges levied or imposed upon it or any Subsidiary or upon the
income, profits or property of the Company or any Subsidiary and (2) all lawful
claims for labor, materials and supplies which, if unpaid, might by law become a
lien upon the property of the Company or any Subsidiary; provided, however, that
the Company shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim whose amount, applicability
or validity is being contested in good faith by appropriate proceedings.

Section 10.8    PROVISION OF FINANCIAL INFORMATION

        Whether or not the Company is subject to Section 13 or 15(d) of the
Exchange Act, the Company will, to the extent permitted under the Exchange Act,
file with the Commission the annual reports, quarterly reports and other
documents which the Company would have been required to file with the Commission
pursuant to such Section 13 or 15(d) if the Company were so subject, such
documents to be filed with the Commission on or prior to the respective dates
(the "Required Filing


                                      -81-
<PAGE>

Dates") by which the Company would have been required so to file such documents
if the Company were so subject.

        The Company will also in any event (x) within 15 days of each Required
Filing Date (i) if the Company is not then subject to Section 13 or 15(d) of the
Exchange Act, transmit by mail to all Holders, as their names and addresses
appear in the Security Register, without cost to such Holders, copies of the
annual reports and quarterly reports which the Company would have been required
to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act
if the Company were subject to such Sections, and (ii) file with the Trustee
copies of annual reports, quarterly reports and other documents which the
Company would have been required to file with the Commission pursuant to Section
13 or 15(d) of the Exchange Act if the Company were subject to such Sections and
(y) if filing such documents by the Company with the Commission is not permitted
under the Exchange Act, promptly upon written request and payment of the
reasonable cost of duplication and delivery, supply copies of such documents to
any prospective Holder.

Section 10.9    STATEMENT AS TO COMPLIANCE

        The Company will deliver to the Trustee, within 120 days after the end
of each fiscal year, a brief certificate from the principal executive officer,
principal financial officer or principal accounting officer as to his or her
knowledge of the Company's compliance with all conditions and covenants under
this Indenture and, in the event of any noncompliance, specifying such
noncompliance and the nature and status thereof. For purposes of this Section
10.9, such compliance shall be determined without regard to any period of grace
or requirement of notice under this Indenture.

Section 10.10 ADDITIONAL AMOUNTS

        If any Securities of a series provide for the payment of Additional
Amounts, the Company will pay to the Holder of any Security of such series or
any coupon appertaining thereto Additional Amounts as may be specified as
contemplated by Section 3.1. Whenever in this Indenture there is mentioned, in
any context except in the case of Section 5.2(l), the payment of the principal
of or any premium or Make-Whole Amount, if any, or interest on, or in respect
of, 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



                                      -82-
<PAGE>

pursuant to Section 3.1 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 3.1, 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 or
Make-Whole Amount, if any, is made), and at least 10 days prior to each date of
payment of principal and any premium or Make-Whole Amount, if any, or interest
if there has been any change with respect to the matters set forth in the
below-mentioned Officers' Certificate, the Company will furnish the Trustee and
the Company's principal Paying Agent or Paying Agents, if other than the
Trustee, with an Officers' Certificate instructing the Trustee and such Paying
Agent or Paying Agents whether such payment of principal of and any premium or
Make-Whole Amount, if any, 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. If the Trustee or any Paying
Agent, as the case may be, shall not so receive the above-mentioned Officers'
Certificate, then the Trustee or such Paying Agent shall be entitled (1) 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 (2) 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 willful misconduct on their
part arising out of or in connection with actions taken or omitted by any of
them or in reliance on any Officers' Certificate furnished pursuant to this
Section 10.10 or in reliance on the Company's not furnishing such an Officers'
Certificate.



                                      -83-
<PAGE>

Section 10.11   WAIVER OF CERTAIN COVENANTS

        The Company may omit in any particular instance to comply with any term,
provision or condition set forth in Sections 10.4 to 10.8, inclusive, if before
or after the time for such compliance, the Holders of at least a majority in
principal amount of all Outstanding Securities of such series, by act of such
Holders, either waive such compliance in such instance or generally waive
compliance with such covenant or condition, but no such waiver shall extend to
or affect such covenant 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 XI

                            REDEMPTION OF SECURITIES

Section 11.1    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 3.1 for Securities of any series)
in accordance with this Article XI.

Section 11.2    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 45 days prior to the giving of the notice of redemption in
Section 11.4 (unless a shorter notice shall be satisfactory to the Trustee),
notify the Trustee of such Redemption Date and of the principal amount of
Securities of such series to be redeemed. 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 11.3    SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED

                                      -84-
<PAGE>

        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 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 11.4    NOTICE OF REDEMPTION

        Notice of redemption shall be given in the manner provided in Section
1.6, 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 3.1, 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 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;

                                      -85-
<PAGE>

                (2) the Redemption Price, accrued interest to the Redemption
Date payable, as provided in Section 11.6, if any, and Additional Amounts, if
any;

                (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 or authorized denominations for
the principal amount thereof remaining unredeemed;

                (5) that on the Redemption Date, the Redemption Price and
accrued interest to the Redemption Date payable as provided in Section 11.6, if
any, 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, or for conversion;

                (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 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 Securities of such series are not to be redeemed, and if such Bearer
Securities may be exchanged for Securities not subject to redemption on this
Redemption Date pursuant to Section 3.5 or otherwise, the last date, as
determined by the Company, on which such exchanges may be made;

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


                                      -86-
<PAGE>

                (11) if applicable, that a Holder of Securities who desires to
convert Securities for redemption must satisfy the requirements for conversion
contained in such Securities, the then-existing conversion price or rate, the
place or places where such Securities may be surrendered for conversion, and the
date and time when the option to convert shall expire.

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

Section 11.5    DEPOSIT OF REDEMPTION PRICE

        On or before 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
XII, segregate and hold in trust as provided in Section 10.3) an amount of money
in the currency or currencies, currency unit or units or composite currency or
currencies in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 3.1 for the Securities of such series)
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.

        If any Securities called for redemption are converted, any money
deposited with the Trustee or with any Paying Agent or so segregated and held in
trust for the redemption of such Security shall be paid to the Company upon
Company Request or, if then held by the Company, shall be discharged from such
trust.

Section 11.6    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 or currencies, currency unit
or units or composite currency or currencies in which the Securities of such
series are payable (except as otherwise specified pursuant to Section 3.1 for
the Securities of such series) (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) 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.

                                      -87-
<PAGE>

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 10.2) and, unless otherwise specified as
contemplated by Section 3.1, only upon presentation and surrender of coupons for
such interest; and provided further that, except as otherwise provided with
respect to Securities convertible into Common Stock or Preferred Stock,
installments of interest on 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
3.7.

        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 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 10.2) and, unless otherwise specified as contemplated by Section 3.1,
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 principal (and premium or Make-Whole
Amount, if any) shall, until paid, bear interest from the Redemption Date at the
rate borne by the Security.

Section 11.7 SECURITIES REDEEMED IN PART

        Any Registered Security which is to be redeemed only in part (pursuant
to the provisions of this Article XI or of Article XII) shall be surrendered at
a Place of Payment therefor (with, if the Company or the Trustee so requires,
due endorsement



                                      -88-
<PAGE>

by, or a written instrument of transfer in form satisfactory to the Company and
the Trustee duly executed by, the Holder thereof or his or her 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. If a
Global Security is so surrendered, the Company shall execute and the Trustee
shall authenticate and deliver to the depositary, without service charge, a new
Global Security in a denomination equal to and in exchange for the unredeemed
portion of the principal of the Global Security so surrendered.


                                   ARTICLE XII

                                  SINKING FUNDS

Section 12.1    APPLICABILITY OF ARTICLE

        The provisions of this Article XII shall be applicable to any sinking
fund for the retirement of Securities of a series except as otherwise specified
as contemplated by Section 3.1 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 12.2. Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the
terms of Securities of such series.

Section 12.2    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



                                      -89-
<PAGE>

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, or which have otherwise been acquired by the Company;
Provided, however, 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 12.3    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 or
currencies, currency unit or units or composite currency or currencies in which
the Securities of such series are payable (except as otherwise specified
pursuant to Section 3.1 for the Securities of such series) and the portion
thereof, if any, which is to be satisfied by delivering and crediting Securities
of that series pursuant to Section 12.2, 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
11.3 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 11.4. Such
notice having been duly given, the redemption of such Securities shall be made
upon the terms and in the manner stated in Sections 11.6 and 11.7.


                                  ARTICLE XIII

                       REPAYMENT AT THE OPTION OF HOLDERS

                                      -90-
<PAGE>

Section 13.1    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, if any, and (except as otherwise specified by the terms of such
series established pursuant to Section 3.1) in accordance with this Article
XIII.

Section 13.2    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 in the terms of
such Securities, be repaid at a price equal to the principal amount 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
prior to 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 10.3) an amount of money in the currency or
currencies, currency unit or units or composite currency or currencies in which
the Securities of such series are payable (except as otherwise specified
pursuant to Section 3.1 for the Securities of such series) sufficient to pay the
principal (or, if so provided by the terms of the Securities of any series, a
percentage of the principal) 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 13.3    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. In order for any Security to be repaid at the option of the
Holder, the Trustee must receive at the Place of Payment therefor 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 60 days nor later than 30 days prior to the Repayment Date (1) the
Security so providing for such repayment together with the "Option to Elect
Repayment" form on the reverse thereof duly completed by the Holder (or by the
Holder's attorney duly authorized in writing) or (2) a telegram, telex,
facsimile transmission or letter from a member of a national securities
exchange, or the National Association of Securities Dealers, Inc., or a
commercial bank or trust company in the United States setting forth the name of
the Holder of the Security, the principal amount of the Security, the principal
amount of the Security to be repaid, the CUSIP number, if any, or a description
of the tenor and






                                      -91-
<PAGE>

terms of the Security, a statement that the option to elect repayment is being
exercised thereby and a guarantee that the Security to be repaid, together with
the duly completed form entitled "Option to Elect Repayment" on the reverse of
the Security, will be received by the Trustee not later than the fifth Business
Day after the date of such telegram, telex, facsimile transmission or letter;
provided, however, that such telegram, telex, facsimile transmission or letter
shall only be effective if such Security and form duly completed are received by
the Trustee by such fifth Business Day. If less than the entire principal amount
of such Security is to be repaid in accordance with the terms of such Security,
the principal amount 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 the principal amount of such Security surrendered that is not to be
repaid, must be specified. The principal amount of 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 or the repayment option by the Holder shall be irrevocable
unless waived by the Company.

Section 13.4    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 XIII
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 principal amount 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


                                      -92-
<PAGE>

United States (except as otherwise provided in Section 10.2) and, unless
otherwise specified pursuant to Section 3.1, only upon presentation and
surrender of such coupons; and provided 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
Registered 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 3.7.

        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 therefor as
provided in Section 13.2 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 10.2) and, unless
otherwise specified as contemplated by Section 3.1, only upon presentation and
surrender of those coupons.

        If the principal amount of any Security surrendered for repayment shall
not be so repaid upon surrender thereof, such principal amount (together with
interest, if any, thereon accrued to such Repayment Date) shall, until paid,
bear interest from the Repayment Date at the rate of interest or Yield to
Maturity (in the case of Original Issue Discount Securities) set forth in such
Security.

Section 13.5    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.



                                      -93-
<PAGE>

                                   ARTICLE XIV

                       DEFEASANCE AND COVENANT DEFEASANCE

Section 14.1    APPLICABILITY OF ARTICLE; COMPANY'S OPTION TO
                EFFECT DEFEASANCE OR COVENANT DEFEASANCE


        If, pursuant to Section 3.1, provision is made for either or both of (1)
defeasance of the Securities of or within a series under Section 14.2 or (2)
covenant defeasance of the Securities of or within a series under Section 14.3,
then the provisions of such Section or Sections, as the case may be, together
with the other provisions of this Article XIV (with such modifications thereto
as may be specified pursuant to Section 3.1 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 14.2
(if applicable) or Section 14.3 (if applicable) be applied to such Outstanding
Securities and any coupons appertaining thereto upon compliance with the
conditions set forth below in this Article XIV.

Section 14.2    DEFEASANCE AND DISCHARGE

        Upon the Company's exercise of the above option applicable to this
Section 14.2 with respect to any Securities of or within 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 14.4 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 14.5 and the other
Sections of this Indenture referred to in clauses (1) and (2) below, and to have
satisfied all of 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: (1) the rights of Holders of such Outstanding Securities and any
coupons appertaining thereto to receive, solely from the trust fund described in
Section 14.4 and as more fully set forth in such Section, payments in respect of
the principal of (and premium or Make-Whole Amount, if



                                      -94-
<PAGE>

any) and interest, if any, on such Securities and any coupons appertaining
thereto when such payments are due, (2) the Company's obligations with respect
to such Securities under Sections 3.5, 3.6, 10.2 and 10.3 and with respect to
the payment of Additional Amounts, if any, on such Securities as contemplated by
Section 10.10, (3) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and (4) this Article XIV. Subject to compliance with this
Article XIV, the Company may exercise its option under this Section 14.2
notwithstanding the prior exercise of its option under Section 14.3 with respect
to such Securities and any coupons appertaining thereto.

Section 14.3    COVENANT DEFEASANCE

        Upon the Company's exercise of the above option applicable to this
Section with respect to any Securities of or within a series, the Company shall
be released from its obligations under Sections 10.4 to 10.8, inclusive and, if
specified pursuant to Section 3.1, its obligations under any other covenant,
with respect to such Outstanding Securities and any coupons appertaining thereto
on and after the date the conditions set forth in Section 14.4 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 Sections 10.4 to 10.8,
inclusive, or such other 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(8) 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.

Section 14.4    CONDITIONS TO DEFEASANCE OR COVENANT
                DEFEASANCE

        The following shall be the conditions to application of Section 14.2 or
Section 14.3 to any Outstanding Securities of or within a series and any coupons
appertaining thereto:

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<PAGE>

                (1) The Company shall irrevocably have deposited or caused to be
deposited with the Trustee (or another Trustee satisfying the requirements of
Section 6.7 who shall agree to comply with the provisions of this Article XIV
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, (A) an amount in such currency, currencies or currency unit in which
such Securities and any coupons appertaining thereto are then specified as
payable at Stated Maturity, or (B) Government Obligations applicable to such
Securities and coupons appertaining thereto (determined on the basis of the
currency, currencies or currency unit 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 or Make-Whole Amount, if any)
and interest, if any, on such Securities and any coupons appertaining thereto,
money in an amount, or (C) a combination thereof, in any case, in an amount
sufficient, without consideration of any reinvestment of such principal and
interest, 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 or Make-Whole Amount, 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.

                (2) 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.

                (3) No Event of Default or event which with notice or lapse of
time or both would become an 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 5.1(6) and 5.1(7) are
concerned, at any time during the period ending on the 91st day after the date
of such deposit (it being




                                      -96-
<PAGE>

understood that this condition shall not be deemed satisfied until the
expiration of such period).

                (4) In the case of an election under Section 14.2, the Company
shall have delivered to the Trustee an Opinion of Counsel stating that (A) the
Company has received from, or there has been published by, the Internal Revenue
Service a ruling or (B) since the date of 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 same manner and at the same times as would have been the case if such
defeasance had not occurred.

                (5) In the case of an election under Section 14.3, 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.

                (6) 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 14.2 or the covenant defeasance under
Section 14.3 (as the case may be) have been complied with and an Opinion of
Counsel to the effect that either (A) as a result of a deposit pursuant to
clause (1) above and the related exercise of the Company's option under Section
14.2 or 14.3 (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
(B) all necessary registrations under said Act have been effected.

                (7) Notwithstanding any other provisions of this Section 14.4,
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 3.1.

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<PAGE>

Section 14.5    DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO
                BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS

        Subject to the provisions of the last paragraph of Section 10.3, all
money and Government Obligations (or other property as may be provided pursuant
to Section 3.1) (including the proceeds thereof) deposited with the Trustee (or
other qualifying Trustee, collectively for purposes of this Section 14.5, the
"Trustee") pursuant to Section 14.4 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 or Make-Whole Amount, if any) and interest
and Additional Amounts, 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 3.1, if, after a deposit referred to in Section 14.4(l) has been made,
(1) the Holder of a Security in respect of which such deposit was made is
entitled to, and does, elect pursuant to Section 3.1 or the terms of such
Security to receive payment in a currency or currency unit other than that in
which the deposit pursuant to Section 14.4(l) has been made in respect of such
Security or (2) a Conversion Event occurs in respect of the currency or currency
unit in which the deposit pursuant to Section 14.4(l) has been made, the
indebtedness represented by such Security and any coupons appertaining thereto
shall be deemed to have been, and will be, fully discharged and satisfied
through the payment of the principal of (and premium or Make-Whole Amount, 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 or currency unit 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 or currency unit in effect on the second
Business Day prior to each payment date, except, with respect to a Conversion
Event, for such currency or currency unit 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 14.4 or the principal and interest received in
respect thereof other




                                      -98-
<PAGE>
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 XIV to the contrary notwithstanding, subject
to Section 6.6, 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 14.4 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 XIV.

                                   ARTICLE XV
                        MEETINGS OF HOLDERS OF SECURITIES

Section 15.1    PURPOSES FOR WHICH MEETINGS MAY BE CALLED

        A meeting of Holders of Securities of any series may be called at any
time and from time to time pursuant to this Article XV 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 15.2    CALL, NOTICE AND PLACE OF MEETINGS


                (1) The Trustee may at any time call a meeting of Holders of
Securities of any series for any purpose specified in Section 15.1, to be held
at such time and at such place 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 1.6, not less
than 20 nor more than 180 days prior to the date fixed for the meeting.

                (2) 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 15.1, 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


                                      -99-
<PAGE>

such meeting within 20 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 for such
meeting and may call such meeting for such purposes by giving notice thereof as
provided in clause (1) of this Section 15.2.

Section 15.3    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 15.4    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 Outstanding Securities of such series shall constitute a quorum.
In the absence of a quorum within 30 minutes after the time appointed for any
such meeting, the meeting shall, if convened at the request of 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 the reconvening of any such adjourned meeting, such adjourned meeting may be
further adjourned for a period of not less than 10 days; at the reconvening of
any meeting adjourned or further adjourned for lack of a quorum, the persons
entitled to vote 25% in aggregate principal amount of the then Outstanding
Securities shall constitute a quorum for the taking of any action set forth in
the notice of the original meeting. Notice of the reconvening of any adjourned
meeting shall be given as provided in Section 15.2(2), 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.

                                     -100-
<PAGE>


        Except as limited by the proviso to Section 9.2, 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 9.2, 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 15.4 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 15.4, 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:

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

                (2) 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.

Section 15.5    DETERMINATION OF VOTING RIGHTS, CONDUCT AND
                ADJOURNMENT OF MEETINGS

                (1) 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


                                     -101-
<PAGE>

such series and of the appointment of proxies and in regard to the appointment
and duties of inspector of elections, 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 1.4 and the
appointment of any proxy shall be proved in the manner specified in Section 1.4
or by having the signature of the Person executing the proxy witnessed or
guaranteed by any trust company, bank or banker authorized by Section 1.4 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 1.4 or other proof.

                (2) 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 15.2(2), 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.

                (3) 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.

                (4) Any meeting of Holders of Securities of any series duly
called pursuant to Section 15.2 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 15.6   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


                                     -102-
<PAGE>

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
showing that said notice was given as provided in Section 15.2 and, if
applicable, Section 15.4. 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.


                                     -103-
<PAGE>


                              SIGNATURES AND SEALS

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

                                         COMMERCIAL NET LEASE REALTY, INC.

                                         By: /s/ Kevin B. Habicht
                                            -----------------------------------
                                          Name: Kevin B. Habicht
                                          Title: Executive Vice President,
                                                 Chief Financial Officer,
                                                 Secretary and Treasurer

                                         FIRST UNION NATIONAL BANK,
                                         as Trustee

                                         By: /s/ Mary B. Knauer
                                            -----------------------------------
                                          Name:  Mary B. Knauer
                                          Title: Vice President


                                     -104-