<PAGE>

                                                                     EXHIBIT 4.3

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                              DELTA AIR LINES, INC.
                                 AS THE COMPANY

                                       AND

                    THE BANK OF NEW YORK TRUST COMPANY, N.A.
                                   AS TRUSTEE

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

                             SUBORDINATED INDENTURE

                            DATED AS OF MAY [ ], 2005

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

================================================================================

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                                TABLE OF CONTENTS

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                                    ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.  Definitions.....................................................................       1
Section 1.02.  Other Definitions...............................................................       8
Section 1.03.  Incorporation by Reference of Trust Indenture Act...............................       8
Section 1.04.  Rules of Construction...........................................................       9

                                    ARTICLE 2
                                 THE SECURITIES

Section 2.01.  Form and Dating.................................................................       9
Section 2.02.  Execution and Authentication....................................................      10
Section 2.03.  Amount Unlimited; Issuable in Series............................................      11
Section 2.04.  Denomination and Date of Securities; Payments of Interest.......................      14
Section 2.05.  Registrar and Paying Agent; Agents Generally....................................      15
Section 2.06.  Paying Agent to Hold Money in Trust.............................................      15
Section 2.07.  Transfer and Exchange...........................................................      16
Section 2.08.  Replacement Securities..........................................................      19
Section 2.09.  Outstanding Securities..........................................................      19
Section 2.10.  Temporary Securities............................................................      20
Section 2.11.  Cancellation....................................................................      20
Section 2.12.  Cusip Numbers...................................................................      21
Section 2.13.  Defaulted Interest..............................................................      21
Section 2.14.  Series May Include Tranches.....................................................      21

                                    ARTICLE 3
                                   REDEMPTION

Section 3.01.  Applicability of Article........................................................      22
Section 3.02.  Notice of Redemption; Partial Redemption........................................      22
Section 3.03.  Payment of Securities Called for Redemption.....................................      24
Section 3.04.  Exclusion of Certain Securities from Eligibility for Selection for Redemption...      24
Section 3.05.  Mandatory and Optional Sinking Funds............................................      25

                                    ARTICLE 4
                                    COVENANTS

Section 4.01.  Payment of Securities...........................................................      27
Section 4.02.  Maintenance of Office or Agency.................................................      28
Section 4.03.  Reports by the Company..........................................................      29
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<S>                                                                                                 <C>
Section 4.04.  Anti-layering...................................................................      29

                                    ARTICLE 5
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 5.01.  Company May Consolidate, Etc. Only on Certain Terms.............................      29
Section 5.02.  Successor Substituted...........................................................      30

                                    ARTICLE 6
                              DEFAULT AND REMEDIES

Section 6.01.  Events of Default...............................................................      30
Section 6.02.  Acceleration....................................................................      31
Section 6.03.  Other Remedies..................................................................      33
Section 6.04.  Waiver of Past Defaults.........................................................      33
Section 6.05.  Control by Majority.............................................................      34
Section 6.06.  Limitation on Suits.............................................................      34
Section 6.07.  Rights of Holders to Receive Payment............................................      35
Section 6.08.  Collection Suit by Trustee......................................................      35
Section 6.09.  Trustee May File Proofs of Claim................................................      35
Section 6.10.  Application of Proceeds.........................................................      35
Section 6.11.  Restoration of Rights and Remedies..............................................      36
Section 6.12.  Undertaking for Costs...........................................................      37
Section 6.13.  Rights And Remedies Cumulative..................................................      37
Section 6.14.  Delay or Omission Not Waiver....................................................      37

                                    ARTICLE 7
                                     TRUSTEE

Section 7.01.  General.........................................................................      37
Section 7.02.  Certain Rights of Trustee.......................................................      38
Section 7.03.  Individual Rights of Trustee....................................................      39
Section 7.04.  Trustee's Disclaimer............................................................      40
Section 7.05.  Notice Of Default...............................................................      40
Section 7.06.  Reports by Trustee to Holders...................................................      40
Section 7.07.  Compensation and Indemnity......................................................      40
Section 7.08.  Replacement of Trustee..........................................................      41
Section 7.09.  Successor Trustee by Merger, Etc................................................      42
Section 7.10.  Eligibility.....................................................................      43
Section 7.11.  Money Held in Trust.............................................................      43

                                    ARTICLE 8
                             DISCHARGE OF INDENTURE

Section 8.01.  Termination of Company's Obligations............................................      43
Section 8.02.  Defeasance......................................................................      44
Section 8.03.  Covenant Defeasance.............................................................      45
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<S>                                                                                                 <C>
Section 8.04.  Application of Trust Money......................................................      46
Section 8.05.  Repayment To Company............................................................      46

                                    ARTICLE 9
                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 9.01.  Without Consent of Holders; Consent of Holders of Senior
         Debt Needed to Amend Subordination Provisions.........................................      47
Section 9.02.  With Consent of Holders.........................................................      47
Section 9.03.  Revocation and Effect of Consent................................................      49
Section 9.04.  Notation on or Exchange of Securities...........................................      49
Section 9.05.  Trustee to Sign Amendments, Etc.................................................      50
Section 9.06.  Conformity with Trust Indenture Act.............................................      50

                                   ARTICLE 10
                                  SUBORDINATION

Section 10.01.  Agreement to Subordinate.......................................................      50
Section 10.02.  Liquidation, Dissolution, Bankruptcy...........................................      50
Section 10.03.  Default on Designated Senior Debt..............................................      51
Section 10.04.  When Distribution Must Be Paid Over............................................      52
Section 10.05.  Subrogation....................................................................      52
Section 10.06.  Relative Rights; Subordination Not to Prevent Events of
         Default or Limit Right to Accelerate..................................................      52
Section 10.07.  Subordination May Not Be Impaired by Company...................................      52
Section 10.08.  Rights of Trustee..............................................................      52
Section 10.09.  Distributions and Notices to, and Notices and Consents by,
         Representatives of Holders of Senior Debt.............................................      53
Section 10.10.  Trust Moneys Not Subordinated; Payments in Permitted Junior Securities.........      53
Section 10.11.  Trustee Entitled to Rely.......................................................      53
Section 10.12.  Trustee to Effectuate Subordination............................................      53
Section 10.13.  Trustee Not Fiduciary for Holders of Senior Debt...............................      53
Section 10.14.  Reliance by Holder of Senior Debt on Subordination Provisions; No Waiver.......      54

                                   ARTICLE 11
                                  MISCELLANEOUS

Section 11.01.  Trust Indenture Act of 1939....................................................      54
Section 11.02.  Notices........................................................................      54
Section 11.03.  Certificate and Opinion as to Conditions Precedent.............................      55
Section 11.04.  Statements Required in Certificate or Opinion..................................      56
Section 11.05.  Evidence of Ownership..........................................................      56
Section 11.06.  Rules by Trustee, Paying Agent or Registrar....................................      57
Section 11.07.  Payment Date Other Than a Business Day.........................................      57
Section 11.08.  Governing Law..................................................................      57
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<TABLE>
<S>                                                                                                 <C>
Section 11.09.  No Adverse Interpretation of Other Agreements..................................      57
Section 11.10.  Successors.....................................................................      57
Section 11.11.  Duplicate Originals............................................................      58
Section 11.12.  Separability...................................................................      58
Section 11.13.  Table of Contents, Headings, Etc...............................................      58
Section 11.14.  Incorporators, Stockholders, Officers and Directors
         of Company Exempt from Individual Liability...........................................      58

SIGNATURES
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                                       iv

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      INDENTURE, dated as of May [ ], 2005, between Delta Air Lines, Inc., a
corporation duly organized and existing under the laws of the State of Delaware
(herein called the "COMPANY"), having its principal office at Hartsfield-Jackson
International Airport, Atlanta, Georgia 30320, and The Bank of New York Trust
Company, N.A., a banking corporation duly organized and existing under the laws
of the State of New York, as Trustee (herein called the "TRUSTEE").

                             RECITALS OF THE COMPANY

      The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its debentures, notes
or other evidences of indebtedness to be issued in one or more series (the
"SECURITIES") up to such principal amount or amounts as may from time to time be
authorized in accordance with the terms of this Indenture. All things necessary
to make this Indenture a valid indenture and agreement of the Company in
accordance with its terms have been done and the Company has done all things
necessary to make the Securities, when executed by the Company and authenticated
and delivered by the Trustee hereunder and duly issued by the Company, the valid
obligations of the Company as hereinafter provided;

                      AND THIS INDENTURE FURTHER WITNESSETH

      For and in consideration of the premises and the purchases of the
Securities by the holders thereof, the Company and the Trustee mutually covenant
and agree for the equal and proportionate benefit of the respective holders from
time to time of the Securities or of any and all series thereof and of the
coupons, if any, appertaining thereto as follows:

                                   ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE

      Section 1.01. Definitions.

      "AGENT" means any Registrar, Paying Agent, transfer agent or
Authenticating Agent.

      "AUTHORIZED NEWSPAPER" means a newspaper (which, in the case of The City
of New York, will, if practicable, be The Wall Street Journal (Eastern Edition)
and in the case of London, will, if practicable, be the Financial Times (London
Edition) and published in an official language of the country of publication
customarily published at least once a day for at least five days in each
calendar week and of general circulation in The City of New York or London, as
applicable. If it shall be impractical in the opinion of the Trustee to make any
publication of any notice required hereby in an Authorized Newspaper, any

<PAGE>

publication or other notice in lieu thereof which is made or given with the
approval of the Trustee shall constitute a sufficient publication of such
notice.

      "BLOCKAGE NOTICE" has the meaning assigned to such term in Section 10.03.

      "BOARD RESOLUTION" means one or more resolutions of the board of directors
of the Company or any authorized committee thereof, certified by the secretary
or an assistant secretary to have been duly adopted and to be in full force and
effect on the date of certification, and delivered to the Trustee.

      "BUSINESS DAY" means any day, other than a Saturday or Sunday, that is
neither a legal holiday nor a day on which banking institutions are authorized
or required by law or regulation to close in The City of New York, with respect
to any Security the interest on which is based on the offered quotations in the
interbank Eurodollar market for dollar deposits in London, or with respect to
Securities denominated in a specified currency other than United States dollars,
in the principal financial center of the country of the specified currency.

      "CAPITAL LEASE" means, with respect to any Person, any lease of any
property which, in conformity with GAAP, is required to be capitalized on the
balance sheet of such Person.

      "CAPITAL STOCK" means, with respect to any Person, any and all shares,
interests, participations or other equivalents (however designated, whether
voting or non-voting) of such Person's capital stock or equity, including,
without limitation, all Common Stock and Preferred Stock.

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

      "COMMON STOCK" means, with respect to any Person, any and all shares,
interests, participations or other equivalents (however designated, whether
voting or non-voting) of such Person's common stock, whether now outstanding or
issued after the date of this Indenture, including, without limitation, all
series and classes of such common stock.

      "COMPANY" means the party named as such in the first paragraph of this
Indenture until a successor replaces it pursuant to Article 5 of this Indenture
and thereafter means the successor.

      "CORPORATE TRUST OFFICE" means the office of the Trustee at which the
corporate trust business of the Trustee shall, at any particular time, be
principally

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administered, which office is, at the date of this Indenture, located at 10161
Centurion Parkway, Jacksonville, Florida 32256.

      "DEBT" means, with respect to any Person, without duplication,

            (1) all indebtedness of such Person for borrowed money;

            (2) all obligations of such Person evidenced by bonds, debentures,
      notes or other similar instruments;

            (3) all obligations of such Person in respect of letters of credit,
      bankers' acceptances or other similar instruments;

            (4) all obligations of such Person to pay the deferred and unpaid
      purchase price of property or services which are recorded as liabilities
      under GAAP, excluding trade payables arising in the ordinary course of
      business;

            (5) all obligations of such Person as lessee under Capital Leases;

            (6) all Debt of other Persons Guaranteed by such Person to the
      extent so Guaranteed;

            (7) all Debt of other Persons secured by a Lien on any asset of such
      Person, whether or not such Debt is assumed by such Person; and

            (8) all obligations of such Person under Hedging Agreements.

The amount of Debt of any Person will be deemed to be:

            (A) with respect to contingent obligations, the maximum liability
      upon the occurrence of the contingency giving rise to the obligation;

            (B) with respect to Debt secured by a Lien on an asset of such
      Person but not otherwise the obligation, contingent or otherwise, of such
      Person, the lesser of (x) the fair market value of such asset on the date
      the Lien attached and (y) the amount of such Debt;

            (C) with respect to any Debt issued with original issue discount,
      the face amount of such Debt less the remaining unamortized portion of the
      original issue discount of such Debt;

            (D) with respect to any Hedging Agreement, the net amount payable if
      such Hedging Agreement terminated at that time due to default by such
      Person; and

            (E) otherwise, the outstanding principal amount thereof.

                                       3

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      "DEFAULT" means any Event of Default as defined in Section 6.01 and any
event that is, or after notice or passage of time or both would be, an Event of
Default.

      "DEPOSITARY" means, with respect to the Securities of any series issuable
or issued in the form of one or more Registered Global Securities, the Person
designated as Depositary by the Company pursuant to Section 2.03 until a
successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Depositary" shall mean or include
each Person who is then a Depositary hereunder, and if at any time there is more
than one such Person, "Depositary" as used with respect to the Securities of any
such series shall mean the Depositary with respect to the Registered Global
Securities of that series.

      "DESIGNATED SENIOR DEBT" means any Senior Debt specifically designated as
"Designated Senior Debt" in the instrument governing such Senior Debt and in an
Officers' Certificate received by the Trustee.

      "EQUITY INTERESTS" means all capital stock and all warrants or options
with respect to, or other rights to purchase, capital stock, but excluding debt
convertible into equity.

      "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

      "GAAP" means generally accepted accounting principles in the United States
of America at the date of any computation required or permitted hereunder.

      "GUARANTEE" means any obligation, contingent or otherwise, of any Person
directly or indirectly guaranteeing any Debt or other obligation of any other
Person and, without limiting the generality of the foregoing, any obligation,
direct or indirect, contingent or otherwise, of such Person (i) to purchase or
pay (or advance or supply funds for the purchase or payment of) such Debt or
other obligation of such other Person (whether arising by virtue of partnership
arrangements, or by agreement to keep-well, to purchase assets, goods,
securities or services, to take-or-pay, or to maintain financial statement
conditions or otherwise) or (ii) entered into for purposes of assuring in any
other manner the obligee of such Debt or other obligation of the payment thereof
or to protect such obligee against loss in respect thereof, in whole or in part;
provided that the term "Guarantee" does not include endorsements for collection
or deposit in the ordinary course of business. The term "Guarantee" used as a
verb has a corresponding meaning.

      "HEDGING AGREEMENT" means (i) any interest rate swap agreement, interest
rate cap agreement or other agreement designed to protect against fluctuations
in interest rates or (ii) any foreign exchange forward contract, currency swap
agreement or other agreement designed to protect against fluctuations in foreign
exchange rates or (iii) any commodity or raw material

                                       4

<PAGE>

futures contract or any other agreement designed to protect against fluctuations
in raw material prices.

      "HOLDER" or "SECURITYHOLDER" means the registered holder of any Security
with respect to Registered Securities and the bearer of any Unregistered
Security or any coupon appertaining thereto, as the case may be.

      "INCUR" means, with respect to any Debt or Capital Stock, to incur,
create, issue, assume or Guarantee such Debt or Capital Stock.

      "INDENTURE" means this Indenture as originally executed or as it may be
amended or supplemented from time to time by one or more indentures supplemental
to this Indenture entered into pursuant to the applicable provisions of this
Indenture.

      "LIEN" means any mortgage, pledge, security interest, encumbrance, lien or
charge of any kind (including any conditional sale or other title retention
agreement or Capital Lease).

      "OBLIGATIONS" means, with respect to any Debt, all obligations (whether in
existence on the original issue date for any series of Securities or arising
afterwards, absolute or contingent, direct or indirect) for or in respect of
principal (when due, upon acceleration, upon redemption, upon mandatory
repayment or repurchase pursuant to a mandatory offer to purchase, or
otherwise), premium, interest, penalties, fees, indemnification, reimbursement
and other amounts payable and liabilities with respect to such Debt, including
all interest accrued or accruing after the commencement of any bankruptcy,
insolvency or reorganization or similar case or proceeding at the contract rate
(including, without limitation, any contract rate applicable upon default)
specified in the relevant documentation, whether or not the claim for such
interest is allowed as a claim in such case or proceeding.

      "OFFICER" means, with respect to the Company, the chairman of the board of
directors, the president or chief executive officer, any vice president, the
chief financial officer, the treasurer or any assistant treasurer, or the
secretary or any assistant secretary.

      "OFFICERS' CERTIFICATE" means a certificate signed in the name of the
Company by the chairman of the board of directors, the president or chief
executive officer, any vice president, the chief financial officer, the
treasurer or any assistant treasurer, or the secretary or any assistant
secretary, complying with Section 11.04 and delivered to the Trustee. Each such
certificate shall comply with Section 314 of the Trust Indenture Act and include
(except as otherwise expressly provided in this Indenture) the statements
provided in Section 11.04.

      "OPINION OF COUNSEL" means a written opinion signed by legal counsel, who
may be an employee of or counsel to the Company, satisfactory to the

                                       5

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Trustee and complying with Section 11.04. Each such opinion shall comply with
Section 314 of the Trust Indenture Act and include the statements provided in
Section 11.04, if and to the extent required thereby.

      "ORIGINAL ISSUE DATE" of any Security (or portion thereof) means the
earlier of (a) the date of authentication of such Security or (b) the date of
any Security (or portion thereof) for which such Security was issued (directly
or indirectly) on registration of transfer, exchange or substitution.

      "ORIGINAL ISSUE DISCOUNT SECURITY" means any Security that 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 6.02.

      "PERIODIC OFFERING" means an offering of Securities of a series from time
to time, the specific terms of which Securities, including, without limitation,
the rate or rates of interest, if any, thereon, the stated maturity or
maturities thereof and the redemption provisions, if any, with respect thereto,
are to be determined by the Company or its agents upon the issuance of such
Securities.

      "PERMITTED JUNIOR SECURITIES" means any securities of the Company provided
for by a plan of reorganization or readjustment authorized by an order or decree
of a court of competent jurisdiction in a reorganization proceeding under any
applicable bankruptcy law relating to the Company that constitute either (x)
Equity Interests of the Company or (y) debt of the Company subordinated in right
of payment to all Senior Debt of the Company then outstanding to at least the
same extent as the Securities are subordinated as provided in this Indenture.

      "PERSON" means an individual, a corporation, a partnership, a limited
liability company, an association, a trust or any other entity or organization,
including a government or political subdivision or an agency or instrumentality
thereof.

      "PREFERRED STOCK" means, with respect to any Person, any and all shares,
interests, participations or other equivalents (however designated, whether
voting or non-voting) of such Person's preferred or preference stock, whether
now outstanding or issued after the date of the Indenture, including, without
limitation, all series and classes of such preferred or preference stock.

      "PRINCIPAL" of a Security means the principal amount of, and, unless the
context indicates otherwise, includes any premium payable on, the Security.

      "REGISTERED GLOBAL SECURITY" means a Security evidencing all or a part of
a series of Registered Securities, issued to the Depositary for such series in
accordance with Section 2.02, and bearing the legend prescribed in Section 2.02.

      "REGISTERED SECURITY" means any Security registered on the Security
Register (as defined in Section 2.05).

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      "RESPONSIBLE OFFICER" means, when used with respect to the Trustee, any
senior trust officer, any vice president, any trust officer, any assistant trust
officer, or any other officer or assistant officer of the Trustee customarily
performing functions similar to those performed by the persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is
referred because of his knowledge of and familiarity with the particular
subject.

      "SECURITIES" means any of the securities, as defined in the first
paragraph of the recitals hereof, that are authenticated and delivered under
this Indenture and, unless the context indicates otherwise, shall include any
coupon appertaining thereto.

      "SECURITIES ACT" means the Securities Act of 1933, as amended.

      "SENIOR DEBT" means all Obligations with respect to Debt of the Company
whether outstanding on the original issue date for any series of Securities or
thereafter created, except for Debt which, in the instrument creating or
evidencing the same, is expressly stated to be not senior in right of payment to
the Securities of such series; provided that Senior Debt does not include (i)
any obligation to the Company, (ii) trade payables or (iii) any Debt Incurred in
violation of this Indenture.

      "SUBSIDIARY" means, with respect to any Person, any corporation,
association or other business entity of which more than 50% of the outstanding
Voting Stock is owned, directly or indirectly, by such Person and one or more
other Subsidiaries of such Person.

      "TRUSTEE" means the party named as such in the first paragraph of this
Indenture until a successor replaces it in accordance with the provisions of
Article 7 and thereafter means such successor.

      "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939, as amended
(15 U.S. Code Sections 77aaa-77bbbb), as it may be amended from time to time.

      "UCC" means the Uniform Commercial Code, as in effect in each applicable
jurisdiction.

      "UNITED STATES BANKRUPTCY CODE" means the Bankruptcy Reform Act of 1978,
as amended and as codified in Title 11 of the United States Code, as amended
from time to time hereafter, or any successor federal bankruptcy law.

      "UNREGISTERED SECURITY" means any Security other than a Registered
Security.

      "U.S. GOVERNMENT OBLIGATIONS" means securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith

                                       7

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and credit is pledged or (ii) obligations of an agency or instrumentality of the
United States of America the payment of which is unconditionally guaranteed as a
full faith and credit obligation by the United States of America, and shall also
include a depository receipt issued by a bank or trust company as custodian with
respect to any such U.S. Government Obligation or a specific payment of interest
on or principal of any such U.S. Government Obligation held by such custodian
for the account of the holder of a depository receipt; provided that (except as
required by law) such custodian is not authorized to make any deduction from the
amount payable to the holder of such depository receipt from any amount received
by the custodian in respect of the U.S. Government Obligation or the specific
payment of interest on or principal of the U.S. Government Obligation evidenced
by such depository receipt.

      "VOTING STOCK" means with respect to any Person, Capital Stock of any
class or kind ordinarily having the power to vote for the election of directors,
managers or other voting members of the governing body of such Person.

      "YIELD TO MATURITY" means, as the context may require, the yield to
maturity (i) on a series of Securities or (ii) if the Securities of a series are
issuable from time to time, on a Security of such series, calculated at the time
of issuance of such series in the case of clause (i) or at the time of issuance
of such Security of such series in the case of clause (ii), or, if applicable,
at the most recent redetermination of interest on such series or on such
Security, and calculated in accordance with the constant interest method or such
other accepted financial practice as is specified in the terms of such Security.

      Section 1.02. Other Definitions. Each of the following terms is defined in
the section set forth opposite such term:

<TABLE>
<CAPTION>
TERM                                      SECTION
----                                      -------
<S>                                       <C>
Authenticating Agent                        2.02
cash transaction                            7.03
Dollars                                     4.02
Event of Default                            6.01
mandatory sinking fund payment              3.05
optional sinking fund payment               3.05
Paying Agent                                2.05
record date                                 2.04
Registrar                                   2.05
Security Register                           2.05
self-liquidating paper                      7.03
sinking fund payment date                   3.05
tranche                                     2.14
</TABLE>

      Section 1.03. Incorporation by Reference of Trust Indenture Act. Whenever
this Indenture refers to a provision of the Trust Indenture Act, the provision
is incorporated by reference in and made a part of this Indenture. The

                                       8

<PAGE>

following terms used in this Indenture that are defined by the Trust Indenture
Act have the following meanings:

            "INDENTURE SECURITIES" means the Securities;

            "INDENTURE SECURITY HOLDER" means a Holder or a Securityholder;

            "INDENTURE TO BE QUALIFIED" means this Indenture;

            "INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means the Trustee;
      and

            "OBLIGOR" on the indenture securities means the Company or any other
      obligor on the Securities.

      All other terms used in this Indenture that are defined by the Trust
Indenture Act, defined by reference in the Trust Indenture Act to another
statute or defined by a rule of the Commission and not otherwise defined herein
have the meanings assigned to them therein.

      Section 1.04. Rules of Construction. Unless the context otherwise
requires:

            (i) an accounting term not otherwise defined has the meaning
      assigned to it in accordance with GAAP;

            (ii) words in the singular include the plural, and words in the
      plural include the singular;

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

            (iv) all references to Sections or Articles refer to Sections or
      Articles of this Indenture unless otherwise indicated; and

            (v) use of masculine, feminine or neuter pronouns should not be
      deemed a limitation, and the use of any such pronouns should be construed
      to include, where appropriate, the other pronouns.

                                   ARTICLE 2
                                 THE SECURITIES

      Section 2.01. Form and Dating. The Securities of each series shall be
substantially in such form or forms (not inconsistent with this Indenture) as
shall be established by or pursuant to one or more Board Resolutions or in one
or more indentures supplemental hereto, in each case with such appropriate
insertions,

                                       9

<PAGE>

omissions, substitutions and other variations as are required or permitted by
this Indenture and may have imprinted or otherwise reproduced thereon such
legend or legends or endorsements, not inconsistent with the provisions of this
Indenture, as may be required to comply with any law, or with any rules of any
securities exchange or usage, all as may be determined by the officers executing
such Securities as evidenced by their execution of the Securities. Unless
otherwise so established, Unregistered Securities shall have coupons attached.

      Section 2.02. Execution and Authentication. At least one Officer shall
execute the Securities (other than coupons) for the Company by facsimile or
manual signature in the name and on behalf of the Company. The seal of the
Company, if any, shall be reproduced on the Securities. If an Officer whose
signature is on a Security no longer holds that office at the time the Security
is authenticated, the Security shall nevertheless be valid.

      The Trustee, at the expense of the Company, may appoint an authenticating
agent (the "AUTHENTICATING AGENT") to authenticate Securities (other than
coupons). The Authenticating Agent may authenticate Securities whenever the
Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such Authenticating Agent.

      A Security (other than coupons) shall not be valid until the Trustee or
Authenticating Agent manually signs the certificate of authentication on the
Security. The signature shall be conclusive evidence that the Security has been
authenticated under this Indenture.

      At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series having attached
thereto appropriate coupons, if any, executed by the Company to the Trustee for
authentication together with the applicable documents referred to below in this
Section, and the Trustee shall thereupon authenticate and deliver such
Securities to or upon the written order of the Company. In authenticating any
Securities of a series, the Trustee shall be entitled to receive prior to the
first authentication of any Securities of such series, and (subject to Article
7) shall be fully protected in relying upon, unless and until such documents
have been superseded or revoked:

            (1) any Board Resolution and/or executed supplemental indenture
      referred to in Sections 2.01 and 2.03 by or pursuant to which the forms
      and terms of the Securities of that series were established;

            (2) an Officers' Certificate setting forth the form or forms and
      terms of the Securities, stating that the form or forms and terms of the
      Securities of such series have been, or will be when established in
      accordance with such procedures as shall be referred to therein,
      established in compliance with this Indenture; and

                                       10

<PAGE>

            (3) an Opinion of Counsel substantially to the effect that the form
      or forms and terms of the Securities of such series have been, or will be
      when established in accordance with such procedures as shall be referred
      to therein, established in compliance with this Indenture and that the
      supplemental indenture, to the extent applicable, and Securities have been
      duly authorized and, if executed and authenticated in accordance with the
      provisions of the Indenture and delivered to and duly paid for by the
      purchasers thereof on the date of such opinion, would be entitled to the
      benefits of the Indenture and would be valid and binding obligations of
      the Company, enforceable against the Company in accordance with their
      respective terms, subject to bankruptcy, insolvency, reorganization,
      receivership, moratorium and other similar laws affecting creditors'
      rights generally, general principles of equity, and such other matters as
      shall be specified therein.

      If the Company shall establish pursuant to Section 2.03 that the
Securities of a series or a portion thereof are to be issued in the form of one
or more Registered Global Securities, then the Company shall execute and the
Trustee shall authenticate and deliver one or more Registered Global Securities
that (i) shall represent and shall be denominated in an amount equal to the
aggregate principal amount of all of the Securities of such series issued in
such form and not yet cancelled, (ii) shall be registered in the name of the
Depositary for such Registered Global Security or Securities or the nominee of
such Depositary, (iii) shall be delivered by the Trustee to such Depositary or
its custodian or pursuant to such Depositary's instructions and (iv) shall bear
a legend substantially to the following effect: "Unless and until it is
exchanged in whole or in part for Securities in definitive registered form, this
Security may not be transferred except as a whole by the Depositary to the
nominee of the Depositary or by a nominee of the Depositary to the Depositary or
another nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary."

      Section 2.03. 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 and each such series
shall rank equally and pari passu with all other unsecured and unsubordinated
debt of the Company. There shall be established in or pursuant to Board
Resolution or one or more indentures supplemental hereto, prior to the initial
issuance of Securities of any series, subject to the last sentence of this
Section 2.03,

            (1) the designation of the Securities of the series, which shall
      distinguish the Securities of the series from the Securities of all other
      series;

                                       11

<PAGE>

            (2) any limit upon the aggregate principal amount of the Securities
      of the series that may be authenticated and delivered under this Indenture
      and any limitation on the ability of the Company to increase such
      aggregate principal amount after the initial issuance of the Securities of
      that series (except for Securities authenticated and delivered upon
      registration of transfer of, or in exchange for, or in lieu of, or upon
      redemption of, other Securities of the series pursuant hereto);

            (3) the date or dates on which the principal of the Securities of
      the series is payable (which date or dates may be fixed or extendible);

            (4) the rate or rates (which may be fixed or variable) per annum at
      which the Securities of the series shall bear interest, if any, the date
      or dates from which such interest shall accrue, on which such interest
      shall be payable and (in the case of Registered Securities) on which a
      record shall be taken for the determination of Holders to whom interest is
      payable and/or the method by which such rate or rates or date or dates
      shall be determined;

            (5) if other than as provided in Section 4.02, the place or places
      where the principal of and any interest on Securities of the series shall
      be payable, any Registered Securities of the series may be surrendered for
      exchange, notices, demands to or upon the Company in respect of the
      Securities of the series and this Indenture may be served and notice to
      Holders may be published;

            (6) the right, if any, of the Company to redeem Securities of the
      series, in whole or in part, at its option and the period or periods
      within which, the price or prices at which and any terms and conditions
      upon which Securities of the series may be so redeemed, pursuant to any
      sinking fund or otherwise;

            (7) the obligation, if any, of the Company to redeem, purchase or
      repay Securities of the series pursuant to any mandatory redemption,
      sinking fund or other provision or at the option of a Holder thereof and
      the price or prices at which and the period or periods within which and
      any of the terms and conditions upon which Securities of the series shall
      be redeemed, purchased or repaid, in 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 Securities of the series shall be
      issuable;

            (9) if other than the principal amount thereof, the portion of the
      principal amount of Securities of the series which shall be payable upon
      declaration of acceleration of the maturity thereof;

                                       12

<PAGE>

            (10) if other than the coin or currency in which the Securities of
      the series are denominated, the coin or currency in which payment of the
      principal of or interest on the Securities of the series shall be payable
      or if the amount of payments of principal of and/or interest on the
      Securities of the series may be determined with reference to an index
      based on a coin or currency other than that in which the Securities of the
      series are denominated, the manner in which such amounts shall be
      determined;

            (11) if other than the currency of the United States of America, the
      currency or currencies, including composite currencies, in which payment
      of the Principal of and interest on the Securities of the series shall be
      payable, and the manner in which any such currencies shall be valued
      against other currencies in which any other Securities shall be payable;

            (12) whether the Securities of the series or any portion thereof
      will be issuable as Registered Securities (and if so, whether such
      Securities will be issuable as Registered Global Securities) or
      Unregistered Securities (with or without coupons), or any combination of
      the foregoing, any restrictions applicable to the offer, sale or delivery
      of Unregistered Securities or the payment of interest thereon and, if
      other than as provided herein, the terms upon which Unregistered
      Securities of any series may be exchanged for Registered Securities of
      such series and vice versa;

            (13) whether and under what circumstances the Company will pay
      additional amounts on the Securities of the series held by a person who is
      not a U.S. person in respect of any tax, assessment or governmental charge
      withheld or deducted and, if so, whether the Company will have the option
      to redeem such Securities rather than pay such additional amounts;

            (14) if the Securities of the 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, the
      form and terms of such certificates, documents or conditions;

            (15) any trustees, depositaries, authenticating or paying agents,
      transfer agents or the registrar or any other agents with respect to the
      Securities of the series;

            (16) provisions, if any, for the defeasance of the Securities of the
      series (including provisions permitting defeasance of less than all
      Securities of the series), which provisions may be in addition to, in
      substitution for, or in modification of (or any combination of the
      foregoing) the provisions of Article 8;

                                       13

<PAGE>

            (17) if the Securities of the series are issuable in whole or in
      part as one or more Registered Global Securities, the identity of the
      Depositary for such Registered Global Security or Securities;

            (18) any other events of default or covenants with respect to the
      Securities of the series; and

            (19) any other terms of the Securities of the series, including,
      without limitation, conversion or exchange terms (which terms shall not be
      inconsistent with the provisions of this Indenture).

      All Securities of any one series and coupons, if any, appertaining thereto
shall be substantially identical, except in the case of Registered Securities as
to date and denomination, except in the case of any Periodic Offering and except
as may otherwise be provided by or pursuant to the Board Resolution referred to
above or as set forth in any such indenture supplemental hereto. All Securities
of any one series need not be issued at the same time and may be issued from
time to time, consistent with the terms of this Indenture, if so provided by or
pursuant to such Board Resolution or in any such indenture supplemental hereto
and any forms and terms of Securities to be issued from time to time may be
completed and established from time to time prior to the issuance thereof by
procedures described in such Board Resolution or supplemental indenture.

      Section 2.04. Denomination and Date of Securities; Payments of Interest.
The Securities of each series shall be issuable as Registered Securities or
Unregistered Securities in denominations established as contemplated by Section
2.03 or, if not so established with respect to Securities of any series, in
denominations of $1,000 in principal amount and any integral multiple of $1,000
in excess thereof. The Securities of each series shall be numbered, lettered or
otherwise distinguished in such manner or in accordance with such plan as the
Officer or Officers of the Company executing the same may determine, as
evidenced by their execution thereof.

      Each Security shall be dated the date of its authentication. The
Securities of each series shall bear interest, if any, from the date, and such
interest and shall be payable on the dates, established as contemplated by
Section 2.03.

      The person in whose name any Registered Security of any series is
registered at the close of business on any record date applicable to a
particular series with respect to any interest payment date for such series
shall be entitled to receive the interest, if any, payable on such interest
payment date notwithstanding any transfer or exchange of such Registered
Security subsequent to the record date and prior to such interest payment date,
except if and to the extent the Company shall default in the payment of the
interest due on such interest payment date for such series, in which case the
provisions of Section 2.14 shall apply. The term "RECORD DATE" as used with
respect to any interest payment date (except a date for payment of defaulted
interest) for the Securities of any series shall mean

                                       14
<PAGE>

the date specified as such in the terms of the Registered Securities of such
series established as contemplated by Section 2.03, or, if no such date is so
established, the fifteenth day next preceding such interest payment date,
whether or not such record date is a Business Day.

      Section 2.05. Registrar and Paying Agent; Agents Generally. The Company
shall maintain an office or agency where Securities may be presented for
registration of transfer or for exchange (the "REGISTRAR") and an office or
agency where Securities may be presented for payment (the "PAYING AGENT"). The
Company shall cause the Registrar to keep a register of the Registered
Securities and of their registration, transfer and exchange (the "SECURITY
REGISTER"). The Company may have one or more additional Paying Agents or
transfer agents with respect to any series.

      The Company shall enter into an appropriate agency agreement with any
Agent not a party to this Indenture. The agreement shall implement the
provisions of this Indenture and the Trust Indenture Act that relate to such
Agent. The Company shall give prompt written notice to the Trustee of the name
and address of any Agent and any change in the name or address of an Agent. If
the Company fails to maintain a Registrar or Paying Agent, the Trustee shall act
as such. The Company may remove any Agent upon written notice to such Agent and
the Trustee; provided that no such removal shall become effective until (i) the
acceptance of an appointment by a successor Agent to such Agent as evidenced by
an appropriate agency agreement entered into by the Company and such successor
Agent and delivered to the Trustee or (ii) notification to the Trustee that the
Trustee shall serve as such Agent until the appointment of a successor Agent in
accordance with clause (i) of this proviso. The Company or any affiliate of the
Company may act as Paying Agent or Registrar; provided that neither the Company
nor an affiliate of the Company shall act as Paying Agent in connection with the
defeasance of the Securities or the discharge of this Indenture under Article 8.

      The Company initially appoints the Trustee as Registrar, Paying Agent and
Authenticating Agent. If, at any time, the Trustee is not the Registrar, the
Registrar shall make available to the Trustee ten days prior to each interest
payment date and at such other times as the Trustee may reasonably request the
names and addresses of the Holders as they appear in the Security Register.

      Section 2.06. Paying Agent to Hold Money in Trust. Not later than 10:00
a.m. New York City time on each due date of any Principal or interest on any
Securities, the Company shall deposit with the Paying Agent money in immediately
available funds sufficient to pay such Principal or interest. The Company shall
require each Paying Agent other than the Trustee to agree in writing that such
Paying Agent shall hold in trust for the benefit of the Holders of such
Securities or the Trustee all money held by the Paying Agent for the payment of
Principal of and interest on such Securities and shall promptly notify the
Trustee of any default by the Company in making any such payment. The

                                       15
<PAGE>

Company at any time may require a Paying Agent to pay all money held by it to
the Trustee and account for any funds disbursed, and the Trustee may at any time
during the continuance of any payment default, upon written request to a Paying
Agent, require such Paying Agent to pay all money held by it to the Trustee and
to account for any funds disbursed. Upon doing so, the Paying Agent shall have
no further liability for the money so paid over to the Trustee. If the Company
or any affiliate of the Company acts as Paying Agent, it will, on or before each
due date of any Principal of or interest on any Securities, segregate and hold
in a separate trust fund for the benefit of the Holders thereof a sum of money
sufficient to pay such Principal or interest so becoming due until such sum of
money shall be paid to such Holders or otherwise disposed of as provided in this
Indenture, and will promptly notify the Trustee in writing of its action or
failure to act as required by this Section.

      Section 2.07. Transfer and Exchange. Unregistered Securities (except for
any temporary global Unregistered Securities) and coupons (except for coupons
attached to any temporary global Unregistered Securities) shall be transferable
by delivery.

      At the option of the Holder thereof, Registered Securities of any series
(other than a Registered Global Security, except as set forth below) may be
exchanged for a Registered Security or Registered Securities of such series and
tenor having authorized denominations and an equal aggregate principal amount,
upon surrender of such Registered Securities to be exchanged at the agency of
the Company that shall be maintained for such purpose in accordance with Section
2.05 and upon payment, if the Company shall so require, of the charges
hereinafter provided. If the Securities of any series are issued in both
registered and unregistered form, except as otherwise established pursuant to
Section 2.03, at the option of the Holder thereof, Unregistered Securities of
any series may be exchanged for Registered Securities of such series and tenor
having authorized denominations and an equal aggregate principal amount, upon
surrender of such Unregistered Securities to be exchanged at the agency of the
Company that shall be maintained for such purpose in accordance with Section
4.02, with, in the case of Unregistered Securities that have coupons attached,
all unmatured coupons and all matured coupons in default thereto appertaining,
and upon payment, if the Company shall so require, of the charges hereinafter
provided. At the option of the Holder thereof, if Unregistered Securities of any
series, maturity date, interest rate and original issue date are issued in more
than one authorized denomination, except as otherwise established pursuant to
Section 2.03, such Unregistered Securities may be exchanged for Unregistered
Securities of such series and tenor having authorized denominations and an equal
aggregate principal amount, upon surrender of such Unregistered Securities to be
exchanged at the agency of the Company that shall be maintained for such purpose
in accordance with Section 4.02, with, in the case of Unregistered Securities
that have coupons attached, all unmatured coupons and all matured coupons in
default thereto appertaining, and upon payment, if the Company shall so require,
of the charges hereinafter

                                       16
<PAGE>

provided. Registered Securities of any series may not be exchanged for
Unregistered Securities of such series. Whenever any Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive.

      All Registered Securities presented for registration of transfer,
exchange, redemption or payment shall be duly endorsed by, or be accompanied by
a written instrument or instruments of transfer in form satisfactory to the
Company and the Trustee duly executed by, the holder or his attorney duly
authorized in writing.

      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 exchange or
registration of transfer of Securities. No service charge shall be made for any
such transaction.

      Notwithstanding any other provision of this Section 2.07, unless and until
it is exchanged in whole or in part for Securities in definitive registered
form, a Registered Global Security representing all or a portion of the
Securities of a series may not be transferred except as a whole by the
Depositary for such series to a nominee of such Depositary or by a nominee of
such Depositary to such Depositary or another nominee of such Depositary or by
such Depositary or any such nominee to a successor Depositary for such series or
a nominee of such successor Depositary.

      If at any time the Depositary for any Registered Global Securities of any
series notifies the Company that it is unwilling or unable to continue as
Depositary for such Registered Global Securities or if at any time the
Depositary for such Registered Global Securities shall no longer be eligible
under applicable law, the Company shall appoint a successor Depositary eligible
under applicable law with respect to such Registered Global Securities. If a
successor Depositary eligible under applicable law for such Registered Global
Securities is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such ineligibility, the Company will
execute, and the Trustee, upon receipt of the Company's order for the
authentication and delivery of definitive Registered Securities of such series
and tenor, will authenticate and deliver Registered Securities of such series
and tenor, in any authorized denominations, in an aggregate principal amount
equal to the principal amount of such Registered Global Securities, in exchange
for such Registered Global Securities.

      The Company may at any time and in its sole discretion determine that any
Registered Global Securities of any series shall no longer be maintained in
global form. In such event the Company will execute, and the Trustee, upon
receipt of the Company's order for the authentication and delivery of definitive
Registered Securities of such series and tenor, will authenticate and deliver,
Registered Securities of such series and tenor in any authorized denominations,
in

                                       17
<PAGE>

an aggregate principal amount equal to the principal amount of such Registered
Global Securities, in exchange for such Registered Global Securities.

      Any time the Registered Securities of any series are not in the form of
Registered Global Securities pursuant to the preceding two paragraphs, the
Company agrees to supply the Trustee with a reasonable supply of certificated
Registered Securities without the legend required by Section 2.02 and the
Trustee agrees to hold such Registered Securities in safekeeping until
authenticated and delivered pursuant to the terms of this Indenture.

      If established by the Company pursuant to Section 2.03 with respect to any
Registered Global Security, the Depositary for such Registered Global Security
may surrender such Registered Global Security in exchange in whole or in part
for Registered Securities of the same series and tenor in definitive registered
form on such terms as are acceptable to the Company and such Depositary.
Thereupon, the Company shall execute, and the Trustee shall authenticate and
deliver, without service charge,

            (i) to the Person specified by such Depositary new Registered
      Securities of the same series and tenor, of any authorized denominations
      as requested by such Person, in an aggregate principal amount equal to and
      in exchange for such Person's beneficial interest in the Registered Global
      Security; and

            (ii) to such Depositary a new Registered Global Security in a
      denomination equal to the difference, if any, between the principal amount
      of the surrendered Registered Global Security and the aggregate principal
      amount of Registered Securities authenticated and delivered pursuant to
      clause (i) above.

      Registered Securities issued in exchange for a Registered Global Security
pursuant to this Section 2.07 shall be registered in such names and in such
authorized denominations as the Depositary for such Registered Global Security,
pursuant to instructions from its direct or indirect participants or otherwise,
shall instruct the Trustee or an agent of the Company or the Trustee. The
Trustee or such agent shall deliver such Securities to or as directed by the
Persons in whose names such Securities are so registered.

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

      Notwithstanding anything herein or in the forms or terms of any Securities
to the contrary, none of the Company, the Trustee or any agent of the Company or
the Trustee shall be required to exchange any Unregistered Security for a
Registered Security if such exchange would result in adverse Federal income tax

                                       18
<PAGE>

consequences to the Company (such as, for example, the inability of the Company
to deduct from its income, as computed for Federal income tax purposes, the
interest payable on the Unregistered Securities) under then applicable United
States Federal income tax laws. The Trustee and any such agent shall be entitled
to rely on an Officers' Certificate or an Opinion of Counsel in determining such
result.

      The Registrar shall not be required (i) to issue, authenticate, register
the transfer of or exchange Securities of any series for a period of 15 days
before a selection of such Securities to be redeemed or (ii) to register the
transfer of or exchange any Security selected for redemption in whole or in
part.

      Section 2.08. Replacement Securities. If a defaced or mutilated Security
of any series is surrendered to the Trustee or if a Holder claims that its
Security of any series has been lost, destroyed or wrongfully taken, the Company
shall issue and the Trustee shall authenticate a replacement Security of such
series and tenor and principal amount bearing a number not contemporaneously
outstanding. If required by the Trustee or the Company, an indemnity bond must
be furnished that is sufficient in the judgment of both the Trustee and the
Company to protect the Company, the Trustee and any Agent from any loss that any
of them may suffer if a Security is replaced. The Company may charge such Holder
for its expenses and the expenses of the Trustee (including without limitation
attorneys' fees and expenses) in replacing a Security. In case any such
mutilated, defaced, lost, destroyed or wrongfully taken Security has become or
is about to become due and payable, the Company in its discretion may pay such
Security instead of issuing a new Security in replacement thereof.

      Every replacement Security is an additional obligation of the Company and
shall be entitled to the benefits of this Indenture.

      To the extent permitted by law, the foregoing provisions of this Section
are exclusive with respect to the replacement or payment of mutilated,
destroyed, lost or wrongfully taken Securities.

      Section 2.09. Outstanding Securities. Securities outstanding at any time
are all Securities that have been authenticated by the Trustee except for those
cancelled by it, those delivered to it for cancellation and those described in
this Section as not outstanding.

      If a Security is replaced pursuant to Section 2.08, it ceases to be
outstanding unless and until the Trustee and the Company receive proof
satisfactory to them that the replaced Security is held by a holder in due
course.

      If the Paying Agent (other than the Company or an affiliate of the
Company) holds on the maturity date or any redemption date or date for
repurchase of the Securities money sufficient to pay Securities payable or to be

                                       19
<PAGE>

redeemed or repurchased on that date, then on and after that date such
Securities cease to be outstanding and interest on them shall cease to accrue.

      A Security does not cease to be outstanding because the Company or one of
its affiliates holds such Security, 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, Securities owned by the Company or any affiliate of
the Company shall be disregarded and deemed not to be outstanding, except that,
in determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Securities as to which a Responsible Officer of the Trustee has received written
notice to be so owned shall be so disregarded. Any Securities so owned which are
pledged by the Company, or by any affiliate of the Company, as security for
loans or other obligations, otherwise than to another such affiliate of the
Company, shall be deemed to be outstanding, if the pledgee is entitled pursuant
to the terms of its pledge agreement and is free to exercise in its or his
discretion the right to vote such securities, uncontrolled by the Company or by
any such affiliate.

      Section 2.10. Temporary Securities. Until definitive Securities of any
series are ready for delivery, the Company may prepare and the Trustee shall
authenticate temporary Securities of such series. Temporary Securities of any
series shall be substantially in the form of definitive Securities of such
series but may have insertions, substitutions, omissions and other variations
determined to be appropriate by the Officers executing the temporary Securities,
as evidenced by their execution of such temporary Securities. If temporary
Securities of any series are issued, the Company will cause definitive
Securities of such series to be prepared without unreasonable delay. After the
preparation of definitive Securities of any series, the temporary Securities of
such series shall be exchangeable for definitive Securities of such series and
tenor upon surrender of such temporary Securities at the office or agency of the
Company designated for such purpose pursuant to Section 4.02, without charge to
the Holder. Upon surrender for cancellation of any one or more temporary
Securities of any series the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of
definitive Securities of such series and tenor and authorized denominations.
Until so exchanged, the temporary Securities of any series shall be entitled to
the same benefits under this Indenture as definitive Securities of such series.

      Section 2.11. Cancellation. The Company at any time may 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 for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold. The Registrar, any transfer
agent and the Paying Agent shall forward to the Trustee any Securities
surrendered to them for transfer, exchange or payment. The Trustee shall cancel
and destroy all Securities surrendered for transfer, exchange, payment or

                                       20
<PAGE>

cancellation and shall deliver a certificate of destruction to the Company. The
Company may not issue new Securities to replace Securities it has paid in full
or delivered to the Trustee for cancellation.

      Section 2.12. Cusip Numbers. The Company in issuing the Securities may
use "CUSIP" and "CINS" numbers (if then generally in use), and the Trustee shall
use CUSIP numbers or CINS numbers, as the case may be, in notices of redemption
or exchange as a convenience to Holders and no representation shall be made as
to the correctness of such numbers either as printed on the Securities or as
contained in any notice of redemption or exchange.

      Section 2.13. Defaulted Interest. If the Company defaults in a payment of
interest on the Securities, it shall pay, or shall deposit with the Paying Agent
money in immediately available funds sufficient to pay, the defaulted interest
plus (to the extent lawful) any interest payable on the defaulted interest (as
may be specified in the terms thereof, established pursuant to Section 2.03) to
the Persons who are Holders on a subsequent special record date, which shall
mean the 15th day next preceding the date fixed by the Company for the payment
of defaulted interest, whether or not such day is a Business Day. At least 15
days before such special record date, the Company shall mail to each Holder and
to the Trustee a notice that states the special record date, the payment date
and the amount of defaulted interest to be paid.

      Section 2.14. Series May Include Tranches. A series of Securities may
include one or more tranches (each a "TRANCHE") of Securities, including
Securities issued in a Periodic Offering. The Securities of different tranches
may have one or more different terms, including authentication dates and public
offering prices, but all the Securities within each such tranche shall have
identical terms, including authentication date and public offering price.
Notwithstanding any other provision of this Indenture, with respect to Sections
2.02 (other than the fourth paragraph thereof) through 2.04, 2.07, 2.08, 2.10,
3.01 through 3.05, 4.02, 6.01 through 6.14, 8.01 through 8.05 and 9.02, if any
series of Securities includes more than one tranche, all provisions of such
sections applicable to any series of Securities shall be deemed equally
applicable to each tranche of any series of Securities in the same manner as
though originally designated a series unless otherwise provided with respect to
such series or tranche pursuant to Section 2.03. In particular, and without
limiting the scope of the next preceding sentence, any of the provisions of such
sections which provide for or permit action to be taken with respect to a series
of Securities shall also be deemed to provide for and permit such action to be
taken instead only with respect to Securities of one or more tranches within
that series (and such provisions shall be deemed satisfied thereby), even if no
comparable action is taken with respect to Securities in the remaining tranches
of that series.

                                       21
<PAGE>

                                   ARTICLE 3
                                   REDEMPTION

      Section 3.01. Applicability of Article. The provisions of this Article
shall be applicable to the Securities of any series which are redeemable before
their maturity or to any sinking fund for the retirement of Securities of a
series except as otherwise specified as contemplated by Section 2.03 for
Securities of such series.

      Section 3.02. Notice of Redemption; Partial Redemption. Notice of
redemption to the Holders of Registered Securities of any series to be redeemed
as a whole or in part at the option of the Company shall be given by mailing
notice of such redemption by first class mail, postage prepaid, at least 30 days
and not more than 60 days prior to the date fixed for redemption to such Holders
of Registered Securities of such series at their last addresses as they shall
appear upon the registry books. Notice of redemption to the Holders of
Unregistered Securities of any series to be redeemed as a whole or in part who
have filed their names and addresses with the Trustee pursuant to Section
313(c)(2) of the Trust Indenture Act, shall be given by mailing notice of such
redemption, by first class mail, postage prepaid, at least 30 days and not more
than 60 days prior to the date fixed for redemption, to such Holders at such
addresses as were so furnished to the Trustee (and, in the case of any such
notice given by the Company, the Trustee shall make such information available
to the Company for such purpose). Notice of redemption to all other Holders of
Unregistered Securities of any series to be redeemed as a whole or in part shall
be published in an Authorized Newspaper in The City of New York or with respect
to any Security the interest on which is based on the offered quotations in the
interbank Eurodollar market for dollar deposits in an Authorized Newspaper in
London, in each case, once in each of three successive calendar weeks, the first
publication to be not less than 30 days nor more than 60 days prior to the date
fixed for redemption. Any notice which is mailed or published in the manner
herein provided shall be conclusively presumed to have been duly given, whether
or not the Holder receives the notice. Failure to give notice by mail, or any
defect in the notice to the Holder of any Security of a series designated for
redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Security of such series.

      The notice of redemption to each such Holder shall specify the principal
amount of each Security of such series held by such Holder to be redeemed, the
CUSIP numbers of the Securities to be redeemed, the date fixed for redemption,
the redemption price, the place or places of payment, that payment will be made
upon presentation and surrender of such Securities and, in the case of
Securities with coupons attached thereto, of all coupons appertaining thereto
maturing after the date fixed for redemption, that such redemption is pursuant
to the mandatory or optional sinking fund, or both, if such be the case, that
interest accrued to the date fixed for redemption will be paid as specified in
such notice and that on and after said date interest thereon or on the portions
thereof to be redeemed will

                                       22
<PAGE>

cease to accrue. In case any Security of a series is to be redeemed in part
only, the notice of redemption shall state the portion of the principal amount
thereof to be redeemed and shall state that on and after the date fixed for
redemption, upon surrender of such Security, a new Security or Securities of
such series and tenor in principal amount equal to the unredeemed portion
thereof will be issued.

      The notice of redemption of Securities of any series to be redeemed at the
option 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.

      On or before 10:00 a.m. New York City time on the redemption date
specified in the notice of redemption given as provided in this Section, the
Company will deposit with the Trustee or with one or more Paying Agents (or, if
the Company is acting as its own Paying Agent, set aside, segregate and hold in
trust as provided in Section 2.06) an amount of money sufficient to redeem on
the redemption date all the Securities of such series so called for redemption
at the appropriate redemption price, together with accrued interest to the date
fixed for redemption. If all of the outstanding Securities of a series are to be
redeemed, the Company will deliver to the Trustee at least 10 days prior to the
last date on which notice of redemption may be given to Holders pursuant to the
first paragraph of this Section 3.02 (or such shorter period as shall be
acceptable to the Trustee) an Officers' Certificate stating that all such
Securities are to be redeemed. If less than all the outstanding Securities of a
series are to be redeemed, the Company will deliver to the Trustee at least 15
days prior to the last date on which notice of redemption may be given to
Holders pursuant to the first paragraph of this Section 3.02 (or such shorter
period as shall be acceptable to the Trustee) an Officers' Certificate stating
the aggregate principal amount of such Securities to be redeemed. In case of a
redemption at the election of the Company prior to the expiration of any
restriction on such redemption, the Company shall deliver to the Trustee, prior
to the giving of any notice of redemption to Holders pursuant to this Section,
an Officers' Certificate stating that such redemption is not prohibited by such
restriction.

      If less than all the Securities of a series are to be redeemed, the
Trustee shall select (except as otherwise established pursuant to Section 2.03),
pro rata, by lot or in such manner as it shall deem appropriate and fair,
Securities of such series to be redeemed in whole or in part. Securities may be
redeemed in part in multiples equal to the minimum authorized denomination for
Securities of such series or any multiple thereof. The Trustee shall promptly
notify the Company in writing of the Securities of such series selected for
redemption and, in the case of any Securities of such series 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.

                                       23
<PAGE>

      Section 3.03. Payment of Securities Called for Redemption. If notice of
redemption has been given as above provided, the Securities or portions of
Securities specified in such notice shall become due and payable on the date and
at the place stated in such notice at the applicable redemption price, together
with interest accrued to the date fixed for redemption, and on and after such
date (unless the Company shall default in the payment of such Securities at the
redemption price, together with interest accrued to such date) interest on the
Securities or portions of Securities so called for redemption shall cease to
accrue, and the unmatured coupons, if any, appertaining thereto shall be void
and, except as provided in Sections 7.11 and 8.04, such Securities shall cease
from and after the date fixed for redemption to be entitled to any benefit under
this Indenture, and the Holders thereof shall have no right in respect of such
Securities except the right to receive the redemption price thereof and unpaid
interest to the date fixed for redemption. On presentation and surrender of such
Securities at a place of payment specified in said notice, together with all
coupons, if any, appertaining thereto maturing after the date fixed for
redemption, said Securities or the specified portions thereof shall be paid and
redeemed by the Company at the applicable redemption price, together with
interest accrued thereon to the date fixed for redemption; provided that payment
of interest becoming due on or prior to the date fixed for redemption shall be
payable in the case of Securities with coupons attached thereto, to the Holders
of the coupons for such interest upon surrender thereof, and in the case of
Registered Securities, to the Holders of such Registered Securities registered
as such on the relevant record date subject to the terms and provisions of
Sections 2.04 and 2.14 hereof.

      If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal shall, until paid or duly provided for,
bear interest from the date fixed for redemption at the rate of interest or
Yield to Maturity (in the case of an Original Issue Discount Security) borne by
such Security.

      If any Security with coupons attached thereto is surrendered for
redemption and is not accompanied by all appurtenant coupons maturing after the
date fixed for redemption, the surrender of such missing coupon or coupons may
be waived by the Company and the Trustee, if there be furnished to each of them
such security or indemnity as they may require to save each of them harmless.

      Upon presentation of any Security of any series redeemed in part only, the
Company shall execute and the Trustee shall authenticate and deliver to or on
the order of the Holder thereof, at the expense of the Company, a new Security
or Securities of such series and tenor (with any unmatured coupons attached), of
authorized denominations, in principal amount equal to the unredeemed portion of
the Security so presented.

      Section 3.04. Exclusion of Certain Securities from Eligibility for
Selection for Redemption. Securities shall be excluded from eligibility for
selection for redemption if they are identified by registration and certificate
number in a

                                       24
<PAGE>

written statement signed by an authorized officer of the Company and delivered
to the Trustee at least 40 days prior to the last date on which notice of
redemption may be given as being owned of record and beneficially by, and not
pledged or hypothecated by either (a) the Company or (b) an entity specifically
identified in such written statement as directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company.

      Section 3.05. Mandatory and Optional Sinking Funds. 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 the Securities of any
series is herein referred to as an "optional sinking fund payment". The date on
which a sinking fund payment is to be made is herein referred to as the "sinking
fund payment date".

      In lieu of making all or any part of any mandatory sinking fund payment
with respect to any series of Securities in cash, the Company may at its option
(a) deliver to the Trustee Securities of such series theretofore purchased or
otherwise acquired (except through a mandatory sinking fund payment) by the
Company or receive credit for Securities of such series (not previously so
credited) theretofore purchased or otherwise acquired (except as aforesaid) by
the Company and delivered to the Trustee for cancellation pursuant to Section
2.11, (b) receive credit for optional sinking fund payments (not previously so
credited) made pursuant to this Section, or (c) receive credit for Securities of
such series (not previously so credited) redeemed by the Company through any
optional sinking fund payment. Securities so delivered or credited shall be
received or credited by the Trustee at the sinking fund redemption price
specified in such Securities.

      On or before the sixtieth day next preceding each sinking fund payment
date for any series, or such shorter period as shall be acceptable to the
Trustee, the Company will deliver to the Trustee an Officers' Certificate (a)
specifying the portion of the mandatory sinking fund payment to be satisfied by
payment of cash and the portion to be satisfied by credit of specified
Securities of such series and the basis for such credit, (b) stating that none
of the specified Securities of such series has theretofore been so credited, (c)
stating that no defaults in the payment of interest or Events of Default with
respect to such series have occurred (which have not been waived or cured) and
are continuing and (d) stating whether or not the Company intends to exercise
its right to make an optional sinking fund payment with respect to such series
and, if so, specifying the amount of such optional sinking fund payment which
the Company intends to pay on or before the next succeeding sinking fund payment
date. Any Securities of such series to be credited and required to be delivered
to the Trustee in order for the Company to be entitled to credit therefor as
aforesaid which have not theretofore been delivered to the Trustee shall be
delivered for cancellation pursuant to Section 2.11 to the Trustee with such
Officers' Certificate (or reasonably promptly thereafter if acceptable to the
Trustee). Such Officers' Certificate shall be irrevocable and upon its receipt
by the Trustee the Company shall become

                                       25
<PAGE>

unconditionally obligated to make all the cash payments or delivery of
securities therein referred to, if any, on or before the next succeeding sinking
fund payment date. Failure of the Company, on or before any such sixtieth day,
to deliver such Officer's Certificate and Securities specified in this
paragraph, if any, shall not constitute a default but shall constitute, on and
as of such date, the irrevocable election of the Company (i) that the mandatory
sinking fund payment for such series due on the next succeeding sinking fund
payment date shall be paid entirely in cash without the option to deliver or
credit Securities of such series in respect thereof and (ii) that the Company
will make no optional sinking fund payment with respect to such series as
provided in this Section.

      If the sinking fund payment or payments (mandatory or optional or both) to
be made in cash on the next succeeding sinking fund payment date plus any unused
balance of any preceding sinking fund payments made in cash shall exceed $50,000
(or a lesser sum if the Company shall so request with respect to the Securities
of any series), such cash shall be applied on the next succeeding sinking fund
payment date to the redemption of Securities of such series at the sinking fund
redemption price thereof together with accrued interest thereon to the date
fixed for redemption. If such amount shall be $50,000 (or such lesser sum) or
less and the Company makes no such request then it shall be carried over until a
sum in excess of $50,000 (or such lesser sum) is available. The Trustee shall
select, in the manner provided in Section 3.02, for redemption on such sinking
fund payment date a sufficient principal amount of Securities of such series to
absorb said cash, as nearly as may be, and shall (if requested in writing by the
Company) inform the Company of the serial numbers of the Securities of such
series (or portions thereof) so selected. Securities shall be excluded from
eligibility for redemption under this Section if they are identified by
registration and certificate number in an Officers' Certificate delivered to the
Trustee at least 60 days prior to the sinking fund payment date as being owned
of record and beneficially by, and not pledged or hypothecated by either (a) the
Company or (b) an entity specifically identified in such Officers' Certificate
as directly or indirectly controlling or controlled by or under direct or
indirect common control with the Company. The Trustee, in the name and at the
expense of the Company (or the Company, if it shall so request the Trustee in
writing) shall cause notice of redemption of the Securities of such series to be
given in substantially the manner provided in Section 3.02 (and with the effect
provided in Section 3.03) for the redemption of Securities of such series in
part at the option of the Company. The amount of any sinking fund payments not
so applied or allocated to the redemption of Securities of such series shall be
added to the next cash sinking fund payment for such series and, together with
such payment, shall be applied in accordance with the provisions of this
Section. Any and all sinking fund moneys held on the stated maturity date of the
Securities of any particular series (or earlier, if such maturity is
accelerated), which are not held for the payment or redemption of particular
Securities of such series shall be applied, together with other moneys, if
necessary, sufficient for the purpose, to the payment of the Principal of, and
interest on, the Securities of such series at maturity.

                                       26
<PAGE>

      On or before 10:00 a.m. New York City time on each sinking fund payment
date, the Company shall pay to the Trustee in cash or shall otherwise provide
for the payment of all interest accrued to the date fixed for redemption on
Securities to be redeemed on the next following sinking fund payment date.

      The Trustee shall not redeem or cause to be redeemed any Securities of a
series with sinking fund moneys or mail any notice of redemption of Securities
of such series by operation of the sinking fund during the continuance of a
Default in payment of interest on such Securities or of any Event of Default
except that, where the mailing of notice of redemption of any Securities shall
theretofore have been made, the Trustee shall redeem or cause to be redeemed
such Securities, provided that it shall have received from the Company a sum
sufficient for such redemption. Except as aforesaid, any moneys in the sinking
fund for such series at the time when any such Default or Event of Default shall
occur, and any moneys thereafter paid into the sinking fund, shall, during the
continuance of such default or Event of Default, be deemed to have been
collected under Article 6 and held for the payment of all such Securities. In
case such Event of Default shall have been waived as provided in Section 6.04 or
the Default cured on or before the sixtieth day preceding the sinking fund
payment date in any year, such moneys shall thereafter be applied on the next
succeeding sinking fund payment date in accordance with this Section to the
redemption of such Securities.

                                   ARTICLE 4
                                   COVENANTS

      Section 4.01. Payment of Securities. The Company shall pay the Principal
of and interest on the Securities on the dates and in the manner provided in the
Securities and this Indenture. The interest on Securities with coupons attached
(together with any additional amounts payable pursuant to the terms of such
Securities) shall be payable only upon presentation and surrender of the several
coupons for such interest installments as are evidenced thereby as they
severally mature. The interest on any temporary Unregistered Securities
(together with any additional amounts payable pursuant to the terms of such
Securities) shall be paid, as to the installments of interest evidenced by
coupons attached thereto, if any, only upon presentation and surrender thereof,
and, as to the other installments of interest, if any, only upon presentation of
such Unregistered Securities for notation thereon of the payment of such
interest. The interest on Registered Securities (together with any additional
amounts payable pursuant to the terms of such Securities) shall be payable only
to the Holders thereof and at the option of the Company may be paid by mailing
checks for such interest payable to or upon the written order of such Holders at
their last addresses as they appear on the Security Register of the Company.

      Notwithstanding any provisions of this Indenture and the Securities of any
series to the contrary, if the Company and a Holder of any Registered Security
so

                                       27
<PAGE>

agree, payments of interest on, and any portion of the Principal of, such
Holder's Registered Security (other than interest payable at maturity or on any
redemption or repayment date or the final payment of Principal on such Security)
shall be made by the Paying Agent, upon receipt from the Company of immediately
available funds by 11:00 A.M., New York City time (or such other time as may be
agreed to between the Company and the Paying Agent), directly to the Holder of
such Security (by Federal funds wire transfer or otherwise) if the Holder has
delivered written instructions to the Trustee 15 days prior to such payment date
requesting that such payment will be so made and designating the bank account to
which such payments shall be so made and in the case of payments of Principal
surrenders the same to the Trustee in exchange for a Security or Securities
aggregating the same principal amount as the unredeemed principal amount of the
Securities surrendered. The Trustee shall be entitled to rely on the last
instruction delivered by the Holder pursuant to this Section 4.01 unless a new
instruction is delivered 15 days prior to a payment date. The Company will
indemnify and hold each of the Trustee and any Paying Agent harmless against any
loss, liability or expense (including attorneys' fees) resulting from any act or
omission to act on the part of the Company or any such Holder in connection with
any such agreement or from making any payment in accordance with any such
agreement.

      The Company shall pay interest on overdue Principal, and interest on
overdue installments of interest, to the extent lawful, at the rate per annum
specified in the Securities.

      Section 4.02. Maintenance of Office or Agency. The Company will maintain
in the Borough of Manhattan, The City of New York, an office or agency where
Securities may be surrendered for registration of transfer or exchange or for
presentation for payment and where notices and demands to or upon the Company in
respect of the Securities and this Indenture may be served. The Company hereby
initially designates the Corporate Trust Office of the Trustee, located in the
Borough of Manhattan, The City of New York, as such office or agency of the
Company. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the address of the
Trustee set forth in Section 11.02.

      The Company will maintain one or more agencies in a city or cities located
outside the United States (including any city in which such an agency is
required to be maintained under the rules of any stock exchange on which the
Securities of any series are listed) where the Unregistered Securities, if any,
of each series and coupons, if any, appertaining thereto may be presented for
payment. No payment on any Unregistered Security or coupon will be made upon
presentation of such Unregistered Security or coupon at an agency of the Company
within the United States nor will any payment be made by transfer to an account
in, or by mail to an address in, the United States unless, pursuant to

                                       28
<PAGE>

applicable United States laws and regulations then in effect, such payment can
be made without adverse tax consequences to the Company. Notwithstanding the
foregoing, if full payment in United States Dollars ("DOLLARS") at each agency
maintained by the Company outside the United States for payment on such
Unregistered Securities or coupons appertaining thereto is illegal or
effectively precluded by exchange controls or other similar restrictions,
payments in Dollars of Unregistered Securities of any series and coupons
appertaining thereto which are payable in Dollars may be made at an agency of
the Company maintained in the Borough of Manhattan, The City of New York.

      The Company may also from time to time designate one or more other offices
or agencies where the Securities of any series may be presented or surrendered
for any or all such purposes and may from time to time rescind such
designations; provided that no such designation or rescission shall in any
manner relieve the Company of its obligation to maintain an office or agency in
the Borough of Manhattan, The City of New York for such purposes. The Company
will give prompt written notice to the Trustee of any such designation or
rescission and of any change in the location of any such other office or agency.

      Section 4.03. Reports by the Company. The Company covenants to 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 which the Company may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Exchange Act.

      Section 4.04. Anti-layering. The Company may not Incur Debt that is
subordinate in right of payment to Senior Debt of the Company unless such Debt
is pari passu with, or subordinated in right of payment to, the Securities of
each series.

                                   ARTICLE 5
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

      Section 5.01. Company May Consolidate, Etc. Only on Certain Terms. The
Company shall not consolidate with or merge into any other Person or convey,
transfer or lease its properties and assets substantially as an entirety to any
Person, and the Company shall not permit any Person to consolidate with or merge
into the Company or convey, transfer or lease its properties and assets
substantially as an entirety to the Company, unless:

      (a) in case the Company shall consolidate with or merge into another
Person or convey, transfer or lease its properties and assets substantially as
an entirety to any Person, the Person formed by such consolidation or into which
the Company is merged or the Person which acquires by conveyance or transfer, or
which leases, the properties and assets of the Company substantially as an
entirety shall be a Person, shall be organized and validly existing under the
laws of the

                                       29
<PAGE>

United States of America, any State thereof or the District of Columbia and
shall expressly assume, by an indenture supplemental hereto, executed and
delivered to the Trustee, in form satisfactory to the Trustee, the due and
punctual payment of the principal of and interest on all the Securities and the
performance or observance of every covenant of this Indenture on the part of the
Company to be performed or observed; and

      (b) the Company has delivered to the Trustee an Officers' Certificate and
an Opinion of Counsel, each stating that such consolidation, merger, conveyance,
transfer or lease and, if a supplemental indenture is required in connection
with such transaction, such supplemental indenture comply with this Article and
that all conditions precedent herein provided for relating to such transaction
have been complied with.

      Section 5.02. Successor Substituted. Upon any consolidation of the
Company with, or merger of the Company into, any other Person or any conveyance,
transfer or lease of the properties and assets of the Company substantially as
an entirety in accordance with Section 5.01, the successor Person formed by such
consolidation or into which the Company is merged or to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture with the
same effect as if such successor Person had been named as the Company herein,
and thereafter, except in the case of a lease, the predecessor Person shall be
relieved of all obligations and covenants under this Indenture and the
Securities.

                                   ARTICLE 6
                              DEFAULT AND REMEDIES

      Section 6.01. Events of Default. "EVENT OF DEFAULT", wherever used
herein, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body) shall
occur with respect to the Securities of any series:

      (a) default in the payment of any interest upon any Security of such
series when it becomes due and payable, and continuance of such default for a
period of 30 days, whether or not the payment is prohibited under Article 10; or

      (b) default in the payment of the principal of any Security of such series
when it becomes due and payable and the continuance of such default for a period
of 5 Business Days, whether or not the payment is prohibited under Article 10;
or

      (c) default in the performance, or breach, of any covenant or warranty of
the Company in this Indenture with respect to any Security of such series (other

                                       30
<PAGE>

than a covenant or warranty a default in whose performance or whose breach is
elsewhere in this Section specifically dealt with), and continuance of such
default or breach for a period of 60 days after there has been given, by
registered or certified mail, to the Company by the Trustee or to the Company
and the Trustee by the Holders of at least 25% in aggregate principal amount of
the Outstanding Securities of all series affected thereby 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

      (d) the entry by a court having jurisdiction in the premises of (A) a
decree or order for relief in respect of the Company in an involuntary case or
proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or (B) a decree or order adjudging the
Company a bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment or composition of or in respect
of the Company under any applicable Federal or State law, or appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company or of any substantial part of its property, or
ordering the winding up or liquidation of its affairs, and the continuance of
any such decree or order for relief or any such other decree or order unstayed
and in effect for a period of 60 consecutive days;

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

      (f) any other Event of Default established pursuant to Section 2.03 with
respect to the Securities of such series occurs.

      Section 6.02. Acceleration. (a) If an Event of Default described in
clauses (a) or (b) of Section 6.01 with respect to the Securities of any series
then outstanding occurs and is continuing, then, and in each and every such
case, except for any series of Securities the principal of which shall have
already become due and payable, either the Trustee or the Holders of not less
than 25% in aggregate principal amount of the Securities of any such affected
series then

                                       31
<PAGE>

outstanding hereunder (each such series treated as a separate class) by notice
in writing to the Company (and to the Trustee if given by Securityholders), may
declare the entire principal (or, if the Securities of any such series are
Original Issue Discount Securities, such portion of the principal amount as may
be specified in the terms of such series established pursuant to Section 2.03)
of all Securities of such affected series, and the interest accrued thereon, if
any, to be due and payable immediately, and upon any such declaration the same
shall become immediately due and payable. The Company or the Trustee will
promptly notify the holders of Designated Senior Debt of any declaration of
acceleration of the Securities of any series.

      (a) If an Event of Default described in clauses (c) or (f) of Section 6.01
with respect to the Securities of one or more but not all series then
outstanding, or with respect to the Securities of all series then outstanding,
occurs and is continuing, then, and in each and every such case, except for any
series of Securities the principal of which shall have already become due and
payable, either the Trustee or the Holders of not less than 25% in aggregate
principal amount (or, if the Securities of any such series are Original Issue
Discount Securities, the amount thereof accelerable under this Section) of the
Securities of all such affected series then outstanding hereunder (voting as a
single class) by notice in writing to the Company (and to the Trustee if given
by Securityholders), may declare the entire principal (or, if the Securities of
any such series are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of such series established
pursuant to Section 2.03) of all Securities of all such affected series, and the
interest accrued thereon, if any, to be due and payable immediately, and upon
any such declaration the same shall become immediately due and payable.

      (b) If an Event of Default described in clause (d) or (e) of Section 6.01
occurs and is continuing, then the principal amount (or, if any Securities are
Original Issue Discount Securities, such portion of the principal as may be
specified in the terms thereof established pursuant to Section 2.03) of all the
Securities then outstanding and interest accrued thereon, if any, shall be and
become immediately due and payable, without any notice or other action by any
Holder or the Trustee, to the full extent permitted by applicable law.

      The foregoing provisions, however, are subject to the condition that if,
at any time after the principal (or, if the Securities are Original Issue
Discount Securities, such portion of the principal as may be specified in the
terms thereof established pursuant to Section 2.03) of the Securities of any
series (or of all the Securities, as the case may be) shall have been so
declared due and payable, and before any judgment or decree for the payment of
the moneys due shall have been obtained or entered as hereinafter provided, the
Company shall pay or shall deposit with the Trustee a sum sufficient to pay all
matured installments of interest upon all the Securities of each such series (or
of all the Securities, as the case may be) and the principal of any and all
Securities of each such series (or of all the Securities, as the case may be)
which shall have become due otherwise

                                       32
<PAGE>

than by acceleration (with interest upon such principal and, to the extent that
payment of such interest is enforceable under applicable law, on overdue
installments of interest, at the same rate as the rate of interest or Yield to
Maturity (in the case of Original Issue Discount Securities) specified in the
Securities of each such series to the date of such payment or deposit) and such
amount as shall be sufficient to cover all amounts owing the Trustee under
Section 7.07, and if any and all Events of Default under the Indenture, other
than the non-payment of the principal of Securities which shall have become due
by acceleration, shall have been cured, waived or otherwise remedied as provided
herein, then and in every such case the Holders of a majority in aggregate
principal amount of all the then outstanding Securities of all such series that
have been accelerated (voting as a single class), by written notice to the
Company and to the Trustee, may waive all defaults with respect to all such
series (or with respect to all the Securities, as the case may be) and rescind
and annul such declaration and its consequences, but no such waiver or
rescission and annulment shall extend to or shall affect any subsequent default
or shall impair any right consequent thereon.

      For all purposes under this Indenture, if a portion of the principal of
any Original Issue Discount Securities shall have been accelerated and declared
due and payable pursuant to the provisions hereof, then, from and after such
declaration, unless such declaration has been rescinded and annulled, the
principal amount of such Original Issue Discount Securities shall be deemed, for
all purposes hereunder, to be such portion of the principal thereof as shall be
due and payable as a result of such acceleration, and payment of such portion of
the principal thereof as shall be due and payable as a result of such
acceleration, together with interest, if any, thereon and all other amounts
owing thereunder, shall constitute payment in full of such Original Issue
Discount Securities.

      Section 6.03. Other Remedies. If a payment default or an Event of Default
with respect to the Securities of any series occurs and is continuing, the
Trustee may pursue, in its own name or as trustee of an express trust, any
available remedy by proceeding at law or in equity to collect the payment of
principal of and interest on the Securities of such series or to enforce the
performance of any provision of the Securities of such series or this Indenture.

      The Trustee may maintain a proceeding even if it does not possess any of
the Securities or does not produce any of them in the proceeding.

      Section 6.04. Waiver of Past Defaults. Subject to Sections 6.02, 6.07 and
9.02, the Holders of at least a majority in principal amount (or, if the
Securities are Original Issue Discount Securities, such portion of the principal
as is then accelerable under Section 6.02) of the outstanding Securities of all
series affected (voting as a single class), by notice to the Trustee, may waive
an existing Default or Event of Default with respect to the Securities of such
series and its consequences, except a Default in the payment of Principal of or
interest on any Security as specified in clauses (a) or (b) of Section 6.01 or
in respect of a covenant or provision of this Indenture which cannot be modified
or amended

                                       33
<PAGE>

without the consent of the Holder of each outstanding Security affected. Upon
any such waiver, such Default shall cease to exist, and any Event of Default
with respect to the Securities of such series 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 thereto.

      Section 6.05. Control by Majority. Subject to Sections 7.01 and 7.02(v),
the Holders of at least a majority in aggregate principal amount (or, if any
Securities are Original Issue Discount Securities, such portion of the principal
as is then accelerable under Section 6.02) of the outstanding Securities of all
series affected (voting as a single class) may 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 by this Indenture; provided, that the Trustee may
refuse to follow any direction that conflicts with law or this Indenture, that
may involve the Trustee in personal liability or that the Trustee determines in
good faith may be unduly prejudicial to the rights of Holders not joining in the
giving of such direction; and provided further, that the Trustee may take any
other action it deems proper that is not inconsistent with any directions
received from Holders of Securities pursuant to this Section 6.05.

      Section 6.06. Limitation on Suits. No Holder of any Security of any
series may institute any proceeding, judicial or otherwise, with respect to this
Indenture or the Securities of such series, or for the appointment of a receiver
or trustee, or for any other remedy hereunder, unless:

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

            (ii) the Holders of at least 25% in aggregate principal amount of
      outstanding Securities of all such series affected (voting as a single
      class) 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;

            (iii) such Holder or Holders have offered to the Trustee indemnity
      reasonably satisfactory to the Trustee against any costs, liabilities or
      expenses to be incurred in compliance with such request;

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

            (v) during such 60-day period, the Holders of a majority in
      aggregate principal amount of the outstanding Securities of all such

                                       34
<PAGE>

      affected series (voting as a single class) have not given the Trustee a
      direction that is inconsistent with such written request.

      A Holder may not use this Indenture to prejudice the rights of another
Holder or to obtain a preference or priority over such other Holder.

      Section 6.07. Rights of Holders to Receive Payment. Notwithstanding any
other provision of this Indenture, the right of any Holder of a Security to
receive payment of Principal of or interest, if any, on such Holder's Security
on or after the respective due dates expressed on such Security, or to bring
suit for the enforcement of any such payment on or after such respective dates,
shall not be impaired or affected without the consent of such Holder.

      Section 6.08. Collection Suit by Trustee. If an Event of Default with
respect to the Securities of any series in payment of Principal or interest
specified in clause (a) or (b) of Section 6.01 occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express trust
against the Company for the whole amount (or such portion thereof as specified
in the terms established pursuant to Section 2.3 of Original Issue Discount
Securities) of Principal of, and accrued interest remaining unpaid on, together
with interest on overdue Principal of, and, to the extent that payment of such
interest is lawful, interest on overdue installments of interest on, the
Securities of such series, in each case at the rate or Yield to Maturity (in the
case of Original Issue Discount Securities) specified in such Securities, and
such further amount as shall be sufficient to cover all amounts owing the
Trustee under Section 7.07.

      Section 6.09. Trustee May File Proofs of Claim. The Trustee may file such
proofs of claim and other papers or documents as may be necessary or advisable
in order to have the claims of the Trustee (including any claim for amounts due
the Trustee under Section 7.07) and the Holders allowed in any judicial
proceedings relative to the Company (or any other obligor on the Securities),
its creditors or its property and shall be entitled and empowered to collect and
receive any moneys, securities or other property payable or deliverable upon
conversion or exchange of the Securities or upon 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 to make such payments to the Trustee and, in the event
that the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due to it under Section 7.07. Nothing
herein contained shall be deemed to empower the Trustee to authorize or consent
to, or accept or adopt on behalf of any Holder, any plan of reorganization,
arrangement, adjustment or composition affecting the Securities or the rights of
any Holder thereof, or to authorize the Trustee to vote in respect of the claim
of any Holder in any such proceeding.

      Section 6.10. Application of Proceeds. Any moneys collected by the
Trustee pursuant to this Article in respect of the Securities of any series
shall be

                                       35
<PAGE>

applied in the following order at the date or dates fixed by the Trustee and, in
case of the distribution of such moneys on account of Principal or interest,
upon presentation of the several Securities and coupons appertaining to such
Securities in respect of which moneys have been collected and noting thereon the
payment, or issuing Securities of such series and tenor in reduced principal
amounts in exchange for the presented Securities of such series and tenor if
only partially paid, or upon surrender thereof if fully paid:

            FIRST: To the payment of all amounts due the Trustee under Section
      7.07 applicable to the Securities of such series in respect of which
      moneys have been collected;

            SECOND: In case the principal of the Securities of such series in
      respect of which moneys have been collected shall not have become and be
      then due and payable, to the payment of interest on the Securities of such
      series in default in the order of the maturity of the installments of such
      interest, with interest (to the extent that such interest has been
      collected by the Trustee) upon the overdue installments of interest at the
      same rate as the rate of interest or Yield to Maturity (in the case of
      Original Issue Discount Securities) specified in such Securities, such
      payments to be made ratably to the persons entitled thereto, without
      discrimination or preference;

            THIRD: In case the principal of the Securities of such series in
      respect of which moneys have been collected shall have become and shall be
      then due and payable, to the payment of the whole amount then owing and
      unpaid upon all the Securities of such series for Principal and interest,
      with interest upon the overdue Principal, and (to the extent that such
      interest has been collected by the Trustee) upon overdue installments of
      interest at the same rate as the rate of interest or Yield to Maturity (in
      the case of Original Issue Discount Securities) specified in the
      Securities of such series; and in case such moneys shall be insufficient
      to pay in full the whole amount so due and unpaid upon the Securities of
      such series, then to the payment of such Principal and interest or Yield
      to Maturity, without preference or priority of Principal over interest or
      Yield to Maturity, or of interest or Yield to Maturity over Principal, or
      of any installment of interest over any other installment of interest, or
      of any Security of such series over any other Security of such series,
      ratably to the aggregate of such Principal and accrued and unpaid interest
      or Yield to Maturity; and

            FOURTH: To the payment of the remainder, if any, to the Company or
      any other person lawfully entitled thereto.

      Section 6.11. Restoration of Rights and Remedies. If the Trustee or any
Holder has instituted any proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned for any reason,
or has been determined adversely to the Trustee or to such Holder, then,

                                       36
<PAGE>

and in every such case, subject to any determination in such proceeding, the
Company, the Trustee and the Holders shall be restored to their former positions
hereunder and thereafter all rights and remedies of the Company, Trustee and the
Holders shall continue as though no such proceeding had been instituted.

      Section 6.12. Undertaking for Costs. In any suit for the enforcement of
any right or remedy under this Indenture or in any suit against the Trustee for
any action taken or omitted by it as Trustee, in either case in respect to the
Securities of any series, a court may require any party litigant in such suit
(other than the Trustee) to file an undertaking to pay the costs of the suit,
and the court may assess reasonable costs, including reasonable attorneys' fees,
against any party litigant (other than the Trustee) in the suit having due
regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section 6.12 does not apply to a suit by a Holder pursuant to
Section 6.07 or a suit by Holders of more than 10% in principal amount of the
outstanding Securities of such series.

      Section 6.13. Rights And Remedies Cumulative. Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or wrongfully taken Securities in Section 2.08, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

      Section 6.14. Delay or Omission Not Waiver. No delay or omission of the
Trustee or of any Holder to exercise any right or remedy accruing upon any Event
of Default shall impair any such right or remedy or constitute a waiver of any
such Event of Default or an acquiescence therein. Every right and remedy given
by this Article 6 or by law to the Trustee or to the Holders may be exercised
from time to time, and as often as may be deemed expedient, by the Trustee or by
the Holders, as the case may be.

                                   ARTICLE 7
                                    TRUSTEE

      Section 7.01. General. The duties and responsibilities of the Trustee
shall be as provided by the Trust Indenture Act and as set forth herein.
Notwithstanding the foregoing, 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, unless it receives indemnity satisfactory to it
against any loss, liability or expense. Whether or not therein expressly so
provided, every

                                       37
<PAGE>

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 Article 7.

      Section 7.02. Certain Rights of Trustee. Subject to Trust Indenture Act
Sections 315(a) through (d):

            (i) the Trustee may rely and shall be protected in acting or
      refraining from acting upon any resolution, certificate, Officers'
      Certificate, Opinion of Counsel (or both), statement, instrument, opinion,
      report, notice, request, direction, consent, order, bond, debenture, note,
      other evidence of indebtedness or other paper or document believed by it
      to be genuine and to have been signed or presented by the proper person or
      persons. The Trustee need not investigate any fact or matter stated in the
      document, but the Trustee, in its discretion, may make such further
      inquiry or investigation into such facts or matters as it may see fit;

            (ii) before the Trustee acts or refrains from acting, it may require
      an Officers' Certificate and/or an Opinion of Counsel, which shall conform
      to Section 11.04. The Trustee shall not be liable for any action it takes
      or omits to take in good faith in reliance on such certificate or opinion.
      Subject to Sections 7.01 and 7.02, whenever in the administration of the
      trusts of this Indenture the Trustee shall deem it necessary or desirable
      that a matter be proved or established prior to taking or suffering or
      omitting any action hereunder, such matter (unless other evidence in
      respect thereof be herein specifically prescribed) may, in the absence of
      negligence or bad faith on the part of the Trustee, be deemed to be
      conclusively proved and established by an Officers' Certificate delivered
      to the Trustee, and such certificate, in the absence of negligence or bad
      faith on the part of the Trustee, shall be full warrant to the Trustee for
      any action taken, suffered or omitted by it under the provisions of this
      Indenture upon the faith thereof;

            (iii) the Trustee may act through its attorneys and agents not
      regularly in its employ and shall not be responsible for the misconduct or
      negligence of any agent or attorney appointed with due care;

            (iv) any request, direction, order or demand of the Company
      mentioned herein shall be sufficiently evidenced by an Officers'
      Certificate (unless other evidence in respect thereof be herein
      specifically prescribed); and any Board Resolution may be evidenced to the
      Trustee by a copy thereof certified by the Secretary or an Assistant
      Secretary of the Company;

            (v) the Trustee shall be under no obligation to exercise any of the
      rights or powers vested in it by this Indenture at the request, order or
      direction of any of the Holders, unless such Holders shall have offered to

                                       38
<PAGE>

      the Trustee reasonable security or indemnity against the costs, expenses
      and liabilities that might be incurred by it in compliance with such
      request or direction;

            (vi) the Trustee shall not be liable for any action it takes or
      omits to take in good faith that it believes to be authorized or within
      its rights or powers or for any action it takes or omits to take in
      accordance with the direction of the Holders in accordance with Section
      6.05 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;

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

            (viii) prior to the occurrence of an Event of Default hereunder and
      after the curing or waiving of all Events of Default, the Trustee shall
      not be bound to make any investigation into the facts or matters stated in
      any resolution, certificate, Officers' Certificate, Opinion of Counsel,
      Board Resolution, statement, instrument, opinion, report, notice, request,
      consent, order, approval, appraisal, bond, debenture, note, coupon,
      security, or other paper or document unless requested in writing so to do
      by the Holders of not less than a majority in aggregate principal amount
      of the Securities of all series affected then outstanding; 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.

      Section 7.03. Individual Rights of Trustee. The Trustee, in its
individual or any other capacity, may become the owner or pledgee of Securities
and may otherwise deal with the Company or its Affiliates with the same rights
it would have if it were not the Trustee. Any Agent may do the same with like
rights. However, the Trustee is subject to Trust Indenture Act Sections 310(b)
and 311. For purposes of Trust Indenture Act Section 311(b)(4) and (6), the
following terms shall mean:

            (a) "CASH TRANSACTION" means any transaction in which full payment
      for goods or securities sold is made within seven days after delivery of
      the goods or securities in currency or in checks or other orders drawn
      upon banks or bankers and payable upon demand; and

                                       39
<PAGE>

            (b) "SELF-LIQUIDATING PAPER" means any draft, bill of exchange,
      acceptance or obligation which is made, drawn, negotiated or incurred by
      the Company for the purpose of financing the purchase, processing,
      manufacturing, shipment, storage or sale of goods, wares or merchandise
      and which is secured by documents evidencing title to, possession of, or a
      lien upon, the goods, wares or merchandise or the receivables or proceeds
      arising from the sale of the goods, wares or merchandise previously
      constituting the security, provided the security is received by the
      Trustee simultaneously with the creation of the creditor relationship with
      the Company arising from the making, drawing, negotiating or incurring of
      the draft, bill of exchange, acceptance or obligation.

      Section 7.04. Trustee's Disclaimer. Neither the Trustee nor any of its
agents (i) makes any representation as to the validity or adequacy of this
Indenture or the Securities, (ii) shall be accountable for the Company's use or
application of the proceeds from the Securities or (iii) shall be responsible
for any statement in the Securities other than its certificate of
authentication.

      Section 7.05. Notice Of Default. If any Default with respect to the
Securities of any series occurs and is continuing and if such Default is known
to a Responsible Officer with the Corporate Trust Department of the Trustee, the
Trustee shall give to each Holder of Securities of such series notice of such
Default within 90 days after it occurs (i) if any Unregistered Securities of
such series are then outstanding, to the Holders thereof, by publication at
least once in an Authorized Newspaper in the Borough of Manhattan, The City of
New York and at least once in an Authorized Newspaper in London and (ii) to all
Holders of Securities of such series in the manner and to the extent provided in
Section 313(c) of the Trust Indenture Act, unless such Default shall have been
cured or waived before the mailing or publication of such notice; provided,
however, that, except in the case of a Default in the payment of the Principal
of or interest on any Security, the Trustee shall be protected in withholding
such notice if the Trustee in good faith determines that the withholding of such
notice is in the interests of the Holders.

      Section 7.06. Reports by Trustee to Holders. Within 60 days after each May
15, beginning with May 15, 2006, the Trustee shall mail to each Holder as and to
the extent provided in Trust Indenture Act Section 313(c) a brief report dated
as of such May 15, if required by Trust Indenture Act Section 313(a).

      Section 7.07. Compensation and Indemnity. The Company shall pay to the
Trustee such compensation as shall be agreed upon in writing from time to time
for its services. The compensation of the Trustee shall not be limited by any
law on compensation of a Trustee of an express trust. The Company shall
reimburse the Trustee upon request for all reasonable out-of-pocket expenses,
disbursements and advances incurred or made by the Trustee. Such expenses shall
include the reasonable compensation and expenses of the Trustee's agents,
counsel and other persons not regularly in its employ.

                                       40
<PAGE>

      The Company shall indemnify the Trustee for, and hold it harmless against,
any loss or liability or expense incurred by it without negligence or bad faith
on its part arising out of or in connection with the acceptance or
administration of this Indenture and the Securities or the issuance of the
Securities or of series thereof or the trusts hereunder and the performance of
duties under this Indenture and the Securities, including the costs and expenses
of defending itself against or investigating any claim or liability and of
complying with any process served upon it or any of its officers in connection
with the exercise or performance of any of its powers or duties under this
Indenture and the Securities.

      To secure the Company's payment obligations in this Section 7.07, the
Trustee shall have a lien prior to the Securities on all money or property held
or collected by the Trustee, in its capacity as Trustee, except money or
property held in trust to pay Principal of, and interest on particular
Securities.

      The obligations of the Company under this Section to compensate and
indemnify the Trustee and each predecessor Trustee and to pay or reimburse the
Trustee and each predecessor Trustee for expenses, disbursements and advances
shall constitute additional indebtedness hereunder and shall survive the
satisfaction and discharge of this Indenture or the rejection or termination of
this Indenture under bankruptcy law. Such additional indebtedness shall be a
senior claim to that of the Securities upon all property and funds held or
collected by the Trustee as such, except funds held in trust for the benefit of
the Holders of particular Securities or coupons, and the Securities are hereby
subordinated to such senior claim. If the Trustee renders services and incurs
expenses following an Event of Default under Section 6.01(d) or Section 6.01(e)
hereof, the parties hereto and the holders by their acceptance of the Securities
hereby agree that such expenses are intended to constitute expenses of
administration under any bankruptcy law.

      Section 7.08. Replacement of Trustee. A resignation or removal of the
Trustee as Trustee with respect to the Securities of any series and appointment
of a successor Trustee as Trustee with respect to the Securities of any series
shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section 7.08.

      The Trustee may resign as Trustee with respect to the Securities of any
series at any time by so notifying the Company in writing. The Holders of a
majority in principal amount of the outstanding Securities of any series may
remove the Trustee as Trustee with respect to the Securities of such series by
so notifying the Trustee in writing and may appoint a successor Trustee with
respect thereto with the consent of the Company. The Company may remove the
Trustee as Trustee with respect to the Securities of any series if: (i) the
Trustee is no longer eligible under Section 7.10 of this Indenture; (ii) the
Trustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public
officer takes charge of the Trustee or its property; or (iv) the Trustee becomes
incapable of acting.

                                       41
<PAGE>

      If the Trustee resigns or is removed as Trustee with respect to the
Securities of any series, or if a vacancy exists in the office of Trustee with
respect to the Securities of any series for any reason, the Company shall
promptly appoint a successor Trustee with respect thereto. Within one year after
the successor Trustee takes office, the Holders of a majority in principal
amount of the outstanding Securities of such series may appoint a successor
Trustee in respect of such Securities to replace the successor Trustee appointed
by the Company. If the successor Trustee with respect to the Securities of any
series does not deliver its written acceptance required by the next succeeding
paragraph of this Section 7.08 within 30 days after the retiring Trustee resigns
or is removed, the retiring Trustee, the Company or the Holders of a majority in
principal amount of the outstanding Securities of such series may petition any
court of competent jurisdiction for the appointment of a successor Trustee with
respect thereto.

      A successor Trustee with respect to the Securities of any series shall
deliver a written acceptance of its appointment to the retiring Trustee and to
the Company. Immediately after the delivery of such written acceptance, subject
to the lien provided for in Section 7.07, (i) the retiring Trustee shall
transfer all property held by it as Trustee in respect of the Securities of such
series to the successor Trustee, (ii) the resignation or removal of the retiring
Trustee in respect of the Securities of such series shall become effective and
(iii) the successor Trustee shall have all the rights, powers and duties of the
Trustee in respect of the Securities of such series under this Indenture. A
successor Trustee shall mail notice of its succession to each Holder of
Securities of such series.

      Upon request of any such successor Trustee, the Company shall execute any
and all instruments for more fully and certainly vesting in and confirming to
such successor Trustee all such rights, powers and trusts referred to in the
preceding paragraph.

      The Company shall give notice of any resignation and any removal of the
Trustee with respect to the Securities of any series and each appointment of a
successor Trustee in respect of the Securities of such series to all Holders of
Securities of such series. Each notice shall include the name of the successor
Trustee and the address of its Corporate Trust Office.

      Notwithstanding replacement of the Trustee with respect to the Securities
of any series pursuant to this Section 7.08, the Company's obligations under
Section 7.07 shall continue for the benefit of the retiring Trustee.

      Section 7.09. Successor Trustee by Merger, Etc. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all of its corporate trust business to, another corporation or national banking
association, the resulting, surviving or transferee corporation or national
banking association without any further act shall be the successor Trustee with
the same effect as if the successor Trustee had been named as the Trustee
herein.

                                       42
<PAGE>

      Section 7.10. Eligibility. This Indenture shall always have a Trustee who
satisfies the requirements of Trust Indenture Act Section 310(a). The Trustee
shall have a combined capital and surplus of at least $25,000,000 as set forth
in its most recent published annual report of condition.

      Section 7.11. Money Held in Trust. The Trustee shall not be liable for
interest on any money received by it except as the Trustee may agree in writing
with the Company. Money held in trust by the Trustee need not be segregated from
other funds except to the extent required by law and except for money held in
trust under Article 8 of this Indenture.

                                   ARTICLE 8
                             DISCHARGE OF INDENTURE

      Section 8.01. Termination of Company's Obligations. Except as otherwise
provided in this Section 8.01, the Company may terminate its obligations under
the Securities of any series and this Indenture with respect to Securities of
such series if:

            (i) all Securities of such series previously authenticated and
      delivered (other than destroyed, lost or wrongfully taken Securities of
      such series that have been replaced or Securities of such series that are
      paid pursuant to Section 4.01 or Securities of such series for whose
      payment money or securities have theretofore been held in trust and
      thereafter repaid to the Company, as provided in Section 8.05) have been
      delivered to the Trustee for cancellation and the Company has paid all
      sums payable by it hereunder; or

            (ii) (A) the Securities of such series mature within one year or all
      of them are to be called for redemption within one year under arrangements
      satisfactory to the Trustee for giving the notice of redemption, (B) the
      Company irrevocably deposits in trust with the Trustee, as trust funds
      solely for the benefit of the Holders of such Securities for that purpose,
      money or U.S. Government Obligations or a combination thereof sufficient
      (unless such funds consist solely of money, in the opinion of a nationally
      recognized firm of independent public accountants expressed in a written
      certification thereof delivered to the Trustee), without consideration of
      any reinvestment, to pay Principal of and interest on the Securities of
      such series to maturity or redemption, as the case may be, and to pay all
      other sums payable by it hereunder, and (C) the Company delivers to the
      Trustee an Officers' Certificate and an Opinion of Counsel, in each case
      stating that all conditions precedent provided for herein relating to the
      satisfaction and discharge of this Indenture with respect to the
      Securities of such series have been complied with.

                                       43
<PAGE>

      With respect to the foregoing clause (i), only the Company's obligations
under Section 7.07 in respect of the Securities of such series shall survive.
With respect to the foregoing clause (ii), only the Company's obligations in
Sections 2.02 through 2.12, 4.02, 7.07, 7.08 and 8.05 in respect of the
Securities of such series shall survive until such Securities of such series are
no longer outstanding. Thereafter, only the Company's obligations in Sections
7.07 and 8.05 in respect of the Securities of such series shall survive. After
any such irrevocable deposit, the Trustee upon request shall acknowledge in
writing the discharge of the Company's obligations under the Securities of such
series and this Indenture with respect to the Securities of such series except
for those surviving obligations specified above.

      Section 8.02. Defeasance. Except as provided below, the Company will be
deemed to have paid and will be discharged from any and all obligations in
respect of the Securities of any series and the provisions of this Indenture
will no longer be in effect with respect to the Securities of such series (and
the Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same); provided that the following conditions shall have been
satisfied:

      (a) the Company has irrevocably deposited in trust with the Trustee as
trust funds solely for the benefit of the Holders of the Securities of such
series, for payment of the Principal of and interest on the Securities of such
series, money or U.S. Government Obligations or a combination thereof sufficient
(unless such funds consist solely of money, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee) without consideration of any
reinvestment and after payment of all federal, state and local taxes or other
charges and assessments in respect thereof payable by the Trustee, to pay and
discharge the Principal of and accrued interest on the outstanding Securities of
such series to maturity or earlier redemption, as the case may be; provided that
any redemption before maturity shall be irrevocably provided for under
arrangements satisfactory to the Trustee;

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

      (c) no Default with respect to the Securities of such series shall have
occurred and be continuing on the date of such deposit;

      (d) the Company shall have delivered to the Trustee (1) either (x) a
ruling directed to the Trustee received from the Internal Revenue Service to the
effect that the Holders of the Securities of such series will not recognize
income, gain or loss for federal income tax purposes as a result of the
Company's exercise of its option under this Section 8.02 and will be subject to
federal income tax on the same amount and in the same manner and at the same
times as would have been the case if such deposit and defeasance had not
occurred or (y) an Opinion of Counsel to the same effect as the ruling described
in clause (x) above and (2)

                                       44
<PAGE>

an Opinion of Counsel to the effect that the Holders of the Securities of such
series have a valid security interest in the trust funds subject to no prior
liens under the UCC; and

      (e) the Company has delivered to the Trustee an Officers' Certificate and
an Opinion of Counsel, in each case stating that all conditions precedent
provided for herein relating to the defeasance contemplated by this Section 8.02
of the Securities of such series have been complied with.

      The Company's obligations in Sections 2.02 through 2.12, 4.02, 7.07, 7.08
and 8.05 with respect to the Securities of such series shall survive until such
Securities are no longer outstanding. Thereafter, only the Company's obligations
in Sections 7.07 and 8.05 shall survive.

      Section 8.03. Covenant Defeasance. The Company may omit to comply with any
specific covenant relating to such series provided for in a Board Resolution or
supplemental indenture pursuant to Section 2.03 which may by its terms be
defeased pursuant to this Section 8.03, and such omission shall be deemed not to
be an Event of Default under clauses (c) or (f) of Section 6.01, with respect to
the outstanding Securities of such series if:

            (i) the Company has irrevocably deposited in trust with the Trustee
      as trust funds solely for the benefit of the Holders of the Securities of
      such series, for payment of the Principal of and interest, if any, on the
      Securities of such series, money or U.S. Government Obligations or a
      combination thereof in an amount sufficient (unless such funds consist
      solely of money, in the opinion of a nationally recognized firm of
      independent public accountants expressed in a written certification
      thereof delivered to the Trustee) without consideration of any
      reinvestment and after payment of all federal, state and local taxes or
      other charges and assessments in respect thereof payable by the Trustee,
      to pay and discharge the Principal of and interest on the outstanding
      Securities of such series to maturity or earlier redemption, as the case
      may be; provided that any redemption before maturity shall be irrevocably
      provided for under arrangements satisfactory to the Trustee;

            (ii) such deposit will 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;

            (iii) no Default with respect to the Securities of such series shall
      have occurred and be continuing on the date of such deposit;

            (iv) the Company has delivered to the Trustee an Opinion of Counsel,
      subject to customary assumptions and exceptions, to the effect that (A)
      the Holders of the Securities of such series have a valid security
      interest in the trust funds subject to no prior liens under the UCC and
      (B)

                                       45
<PAGE>

      such Holders will not recognize income, gain or loss for federal income
      tax purposes as a result of such deposit and covenant defeasance and will
      be subject to federal income tax on the same amount and in the same manner
      and at the same times as would have been the case if such deposit and
      defeasance had not occurred; and

            (v) the Company has delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, in each case stating that all
      conditions precedent provided for herein relating to the covenant
      defeasance contemplated by this Section 8.03 of the Securities of such
      series have been complied with.

      Section 8.04. Application of Trust Money. Subject to Section 8.05, the
Trustee or Paying Agent shall hold in trust money or U.S. Government Obligations
deposited with it pursuant to Section 8.01, 8.02 or 8.03, as the case may be, in
respect of the Securities of any series and shall apply the deposited money and
the proceeds from deposited U.S. Government Obligations in accordance with the
Securities of such series and this Indenture to the payment of Principal of and
interest on the Securities of such series; but such money need not be segregated
from other funds except to the extent required by law.

      Section 8.05. Repayment To Company. Subject to Sections 7.07, 8.01, 8.02
and 8.03, the Trustee and the Paying Agent shall promptly pay to the Company
upon request set forth in an Officers' Certificate any excess money held by them
at any time and thereupon shall be relieved from all liability with respect to
such money. The Trustee and the Paying Agent shall pay to the Company upon
written request any money held by them for the payment of Principal or interest
that remains unclaimed for two years; provided that the Trustee or such Paying
Agent before being required to make any payment may cause to be published at the
expense of the Company once in an Authorized Newspaper in The City of New York
or with respect to any Security the interest on which is based on the offered
quotations in the interbank Eurodollar market for dollar deposits in an
Authorized Newspaper in London or mail to each Holder entitled to such money at
such Holder's address (as set forth in the Security Register) notice that such
money remains unclaimed and that after a date specified therein (which shall be
at least 30 days from the date of such publication or mailing) any unclaimed
balance of such money then remaining will be repaid to the Company. After
payment to the Company, Holders entitled to such money must look to the Company
for payment as general creditors unless an applicable law designates another
Person, and all liability of the Trustee and such Paying Agent with respect to
such money shall cease.

                                       46
<PAGE>

                                   ARTICLE 9
                      AMENDMENTS, SUPPLEMENTS AND WAIVERS

      Section 9.01. Without Consent of Holders; Consent of Holders of Senior
Debt Needed to Amend Subordination Provisions. The Company and the Trustee may
amend or supplement this Indenture or the Securities of any series without
notice to or the consent of any Holder:

            (1) to cure any ambiguity, defect or inconsistency in this
      Indenture;

            (2) to comply with Article 5;

            (3) to comply with any requirements of the Commission in connection
      with the qualification of this Indenture under the Trust Indenture Act;

            (4) to evidence and provide for the acceptance of appointment
      hereunder with respect to the Securities of any or all series by a
      successor Trustee;

            (5) to establish the form or forms or terms of Securities of any
      series or of the coupons appertaining to such Securities as permitted by
      Section 2.03;

            (6) to provide for uncertificated or Unregistered Securities and to
      make all appropriate changes for such purpose; and

            (7) to make any change in Article 10 that would limit or terminate
      the benefits available to any holder of Senior Debt under Article 10;

            (8) to make any change that does not materially and adversely affect
      the rights of any Holder.

      An amendment may not effect any change that adversely affects the rights
of any holder of Senior Debt then outstanding under Article 10 unless holders of
a majority in principal amount of Senior Debt, or representatives for such
holders, consent to such change.

      Section 9.02. With Consent of Holders. Subject to Sections 6.04 and 6.07,
without prior notice to any Holders, the Company and the Trustee may amend this
Indenture and the Securities of any series with the written consent of the
Holders of a majority in principal amount of the outstanding Securities of all
series affected by such supplemental indenture (all such series voting as one
class), and the Holders of a majority in principal amount of the outstanding
Securities of all series affected thereby (all such series voting as one class)
by

                                       47
<PAGE>

written notice to the Trustee may waive future compliance by the Company with
any provision of this Indenture or the Securities of such series.

      Notwithstanding the provisions of this Section 9.02, without the consent
of each Holder affected thereby, an amendment or waiver, including a waiver
pursuant to Section 6.04, may not:

            (i) extend the stated maturity of the Principal of, or any sinking
      fund obligation or any installment of interest on, such Holder's Security,
      or reduce the Principal amount thereof or the rate of interest thereon
      (including any amount in respect of original issue discount), or any
      premium payable with respect thereto, or adversely affect the rights of
      such Holder under any mandatory redemption or repurchase provision or any
      right of redemption or repurchase at the option of such Holder, or reduce
      the amount of the Principal of an Original Issue Discount Security that
      would be due and payable upon an acceleration of the maturity thereof
      pursuant to Section 6.02 or the amount thereof provable in bankruptcy, or
      change any place of payment where, or the currency in which, any Security
      or any premium or the interest thereon is payable, or impair the right to
      institute suit for the enforcement of any such payment on or after the due
      date therefor;

            (ii) reduce the percentage in principal amount of outstanding
      Securities of the relevant series the consent of whose Holders is required
      for any such supplemental indenture, for any waiver of compliance with
      certain provisions of this Indenture or certain Defaults and their
      consequences provided for in this Indenture;

            (iii) waive a Default in the payment of Principal of or interest on
      any Security of such Holder;

            (iv) modify any of the provisions of this Section 9.02, except to
      increase any such percentage or to provide that certain other provisions
      of this Indenture cannot be modified or waived without the consent of the
      Holder of each outstanding Security affected thereby; or

            (v) make any change to Article 10 that would adversely affect the
      rights of any Holders.

      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 Holders of Securities of such series with respect to such covenant or
provision, shall be deemed not to affect the rights under this Indenture of the
Holders of Securities of any other series or of the coupons appertaining to such
Securities.

                                       48
<PAGE>

      It shall not be necessary for the consent of any Holder under this Section
9.02 to approve the particular form of any proposed amendment, supplement or
waiver, but it shall be sufficient if such consent approves the substance
thereof.

      After an amendment, supplement or waiver under this Section 9.02 becomes
effective, the Company shall give to the Holders affected thereby a notice
briefly describing the amendment, supplement or waiver. The Company will mail
supplemental indentures to Holders upon request. Any failure of the Company to
mail such notice, or any defect therein, shall not, however, in any way impair
or affect the validity of any such supplemental indenture or waiver.

      Section 9.03. Revocation and Effect of Consent. Until an amendment or
waiver becomes effective, a consent to it by a Holder is a continuing consent by
the Holder and every subsequent Holder of a Security or portion of a Security
that evidences the same debt as the Security of the consenting Holder, even if
notation of the consent is not made on any Security. However, any such Holder or
subsequent Holder may revoke the consent as to its Security or portion of its
Security. Such revocation shall be effective only if the Trustee receives the
notice of revocation before the date the amendment, supplement or waiver becomes
effective. An amendment, supplement or waiver shall become effective with
respect to any Securities affected thereby on receipt by the Trustee of written
consents from the requisite Holders of outstanding Securities affected thereby.

      The Company may, but shall not be obligated to, fix a record date (which
may be not less than 10 nor more than 60 days prior to the solicitation of
consents) for the purpose of determining the Holders of the Securities of any
series affected entitled to consent to any amendment, supplement or waiver. If a
record date is fixed, then, notwithstanding the immediately preceding paragraph,
those Persons who were such Holders at such record date (or their duly
designated proxies) and only those Persons shall be entitled to consent to such
amendment, supplement or waiver or to revoke any consent previously given,
whether or not such Persons continue to be such Holders after such record date.
No such consent shall be valid or effective for more than 90 days after such
record date.

      After an amendment, supplement or waiver becomes effective with respect to
the Securities of any series affected thereby, it shall bind every Holder of
such Securities unless it is of the type described in any of clauses (i) through
(iv) of Section 9.02. In case of an amendment or waiver of the type described in
clauses (i) through (iv) of Section 9.02, the amendment or waiver shall bind
each such Holder who has consented to it and every subsequent Holder of a
Security that evidences the same indebtedness as the Security of the consenting
Holder.

      Section 9.04. Notation on or Exchange of Securities. If an amendment,
supplement or waiver changes the terms of any Security, the Trustee may require
the Holder thereof to deliver it to the Trustee. The Trustee may place an
appropriate notation on the Security about the changed terms and return it to
the Holder and the Trustee may place an appropriate notation on any Security of
such

                                       49
<PAGE>

series thereafter authenticated. Alternatively, if the Company or the Trustee so
determines, the Company in exchange for the Security shall issue and the Trustee
shall authenticate a new Security of the same series and tenor that reflects the
changed terms.

      Section 9.05. Trustee to Sign Amendments, Etc. The Trustee shall be
entitled to receive, and shall be fully protected in relying upon, an Opinion of
Counsel stating that the execution of any amendment, supplement or waiver
authorized pursuant to this Article 9 is authorized or permitted by this
Indenture, stating that all requisite consents have been obtained or that no
consents are required and stating that such supplemental indenture constitutes
the legal, valid and binding obligation of the Company, enforceable against the
Company in accordance with its terms, subject to customary exceptions. Subject
to the preceding sentence, the Trustee shall sign such amendment, supplement or
waiver if the same does not adversely affect the rights of the Trustee. The
Trustee may, but shall not be obligated to, execute any such amendment,
supplement or waiver that affects the Trustee's own rights, duties or immunities
under this Indenture or otherwise.

      Section 9.06. Conformity with Trust Indenture Act. Every supplemental
indenture executed pursuant to this Article 9 shall conform to the requirements
of the Trust Indenture Act as then in effect.

                                   ARTICLE 10
                                  SUBORDINATION

      Section 10.01. Agreement to Subordinate. The Debt evidenced by the
Securities of any and all series is subordinated in right of payment, to the
extent and in the manner provided in this Indenture, to the prior payment of all
Senior Debt. The subordination provisions are for the benefit of and enforceable
by the holders of Senior Debt.

      Section 10.02. Liquidation, Dissolution, Bankruptcy. Upon any payment or
distribution of the assets of the Company to creditors upon a total or partial
liquidation or a total or partial dissolution of the Company or in a bankruptcy,
reorganization, insolvency, receivership or similar proceeding relating to the
Company or its property:

            (1) holders of Senior Debt are entitled to receive payment in full
      in cash of all Obligations in respect of Senior Debt, including all
      interest accrued or accruing on Senior Debt after the commencement of any
      bankruptcy, insolvency or reorganization or similar case or proceeding at
      the contract rate (including, without limitation, any contract rate
      applicable upon default) specified in the relevant documentation, whether
      or not the claim for the interest is allowed as a claim in the case or
      proceeding with respect to the Senior Debt (only such payment

                                       50
<PAGE>

      constituting "PAYMENT IN FULL") before Holders will be entitled to receive
      any payment of principal of or interest on the Securities of any series;
      and

            (2) until the Senior Debt is paid in full, any distribution to which
      Holders of Securities of any series would be entitled but for these
      subordination provisions shall instead be made to holders of Senior Debt
      as their interests may appear.

      Section 10.03. Default on Designated Senior Debt. (a) The Company shall
not pay the principal of or interest on the Securities of any series or make any
deposit pursuant to Article 8 and shall not repurchase, redeem or otherwise
retire any Securities of any series (collectively, "PAY THE SECURITIES") if at
the time any Designated Senior Debt has not been paid when due, whether at
maturity, upon redemption or mandatory repurchase, acceleration, or otherwise,
and the default has not been cured or waived.

      (b) During the continuance of any other default with respect to any
Designated Senior Debt pursuant to which the maturity thereof may be accelerated
immediately without further notice (except any notice that may be required to
effect acceleration) or upon the expiration of a grace period, the Company may
not pay the Securities of any series for a period (a "PAYMENT BLOCKAGE PERIOD")

            (1) commencing upon the receipt by the Company and the Trustee of
      written notice of default from the holders of any Designated Senior Debt
      specifying an election to effect a Payment Blockage Period (a "BLOCKAGE
      NOTICE") and

            (2) ending 179 days thereafter (or earlier if the Payment Blockage
      Period is terminated (i) by written notice to the Trustee and the Company
      from the Person that gave the Blockage Notice, (ii) by repayment in full
      of such Senior Debt or (iii) because the default giving rise to the
      Blockage Notice is no longer continuing).

Subject to the preceding paragraph, unless the holders of such Senior Debt have
accelerated the maturity of such Senior Debt, the Company may resume payments on
the Securities of each series after the Payment Blockage Period.

      (c) Not more than one Blockage Notice may be given in any consecutive
360-day period, irrespective of the number of defaults with respect to Senior
Debt during such period. No default which existed or was continuing on the date
of the commencement of any Payment Blockage Period with respect to the Senior
Debt whose holders initiated the Payment Blockage Period may be made the basis
of the commencement of a subsequent Payment Blockage Period by the holders of
such Senior Debt, whether or not within a period of 360 consecutive days, unless
the default has been cured or waived for a period of not less than 90
consecutive days.

                                       51
<PAGE>

      Section 10.04. When Distribution Must Be Paid Over. If a payment or other
distribution is made to Holders of Securities of any series that because of
these subordination provisions should not have been made to them, the Holders of
Securities of such series that receive the distribution shall hold it in trust
for holders of Senior Debt and pay it over to them as their interests may
appear.

      Section 10.05. Subrogation. A distribution made under these subordination
provisions to holders of Senior Debt which otherwise would have been made to
Holders of Securities of any series is not, as between the Company and Holders,
a payment by the Company on Senior Debt. After all Senior Debt is paid in full
and until the Securities of any series are paid in full, Holders will be
subrogated to the rights of holders of Senior Debt to receive payments in
respect of Senior Debt. Payments to holders of Senior Debt as a result of those
provisions do not constitute, as between the Company and the Holders, payments
by the Company on the Securities of any series.

      Section 10.06. Relative Rights; Subordination Not to Prevent Events of
Default or Limit Right to Accelerate. These subordination provisions define the
relative rights of Holders of Securities of any series and holders of Senior
Debt and do not impair, as between the Company and Holders, the obligation of
the Company, which is absolute and unconditional, to pay principal of and
interest on the Securities of each series in accordance with their terms. The
failure to make a payment pursuant to the Securities of any series by reason of
these subordination provisions does not prevent the occurrence of a Default, nor
do these subordination provisions have any effect on the right of the Holders of
Securities of such series or the Trustee to accelerate the maturity of the
Securities of such series upon an Event of Default or prevent the Trustee or any
Holder of Securities of such series from exercising its available remedies upon
a default, subject to the rights of holders of Senior Debt to receive
distributions otherwise payable to Holders of Securities of such series.

      Section 10.07. Subordination May Not Be Impaired by Company. No right of
any holder of Senior Debt to enforce the subordination of the Securities will be
impaired by any act or failure to act by the Company or by its failure to comply
with this Indenture.

      Section 10.08. Rights of Trustee. (a) The Trustee may continue to make
payments on the Securities of each series and will not be charged with knowledge
of the existence of facts that would prohibit the making of any such payments
unless, not less than two Business Days prior to the date of such payment, the
Trustee receives notice satisfactory to it from the Company or a holder of
Senior Debt that payments may not be made under this Article.

      (b) The Trustee in its individual or any other capacity may hold Senior
Debt with the same rights, including rights under this Article, it would have if
it were not Trustee. Nothing in this Article applies to claims of, or payments
to, the Trustee under or pursuant to Section 7.07.

                                       52
<PAGE>

      Section 10.09. Distributions and Notices to, and Notices and Consents by,
Representatives of Holders of Senior Debt. Whenever a distribution is to be made
or a notice given to holders of Senior Debt, the distribution may be made and
the notice given to their representative (if any). If there is a representative
acting for the holders of any Senior Debt pursuant to the agreements governing
such Senior Debt, notices or consents under this Indenture from holders of such
Senior Debt may be given only by their representative.

      Section 10.10. Trust Moneys Not Subordinated; Payments in Permitted Junior
Securities. Notwithstanding anything to the contrary,

            (i) payments from money or U.S. Government Obligations held by the
      Trustee in trust under Article 8 and

            (ii) distributions to Holders of Securities of any series in the
      form of Permitted Junior Securities of the Company

are not subordinated to the prior payment of any Senior Debt or otherwise
subject to these subordination provisions, and none of the Holders of Securities
of such series will be obligated to pay over any such payments or distributions
to any holder of Senior Debt.

      Section 10.11. Trustee Entitled to Rely. For the purpose of ascertaining
the outstanding amount of Senior Debt, the holders thereof, and all other
information relevant to making any payment or distribution to holders of Senior
Debt pursuant to this Article, the Trustee and the Holders are entitled to rely
upon an order or decree of a court of competent jurisdiction in which any
proceedings of the nature referred to in Section 10.02 are pending, a
certificate of the liquidating trustee or other Person making a payment or
distribution to the Trustee or to the Holders, or information provided by the
holders of Senior Debt. The Trustee may defer any payment or distribution
pending receipt of evidence or instructions satisfactory to it or a judicial
determination regarding the rights of parties to receive the payment or
distribution.

      Section 10.12. Trustee to Effectuate Subordination. Each Holder by
accepting a Security authorizes and directs the Trustee on behalf of the Holder
to take such action as may be necessary or appropriate to acknowledge or
effectuate the subordination between the Holders and the holders of Senior Debt
as provided in this Article and appoints the Trustee as attorney-in-fact for any
and all such purposes, including for the purpose of filing a claim in any
proceedings of the nature referred to in Section 10.02.

      Section 10.13. Trustee Not Fiduciary for Holders of Senior Debt. The
Trustee will not be deemed to owe any fiduciary duty to the holders of Senior
Debt and will not be liable to any such holders if it mistakenly pays over or
distribute to Holders, or to the Company or any other Person, any money or
assets to which holders of Senior Debt are entitled by virtue of this Article.

                                       53
<PAGE>

      Section 10.14. Reliance by Holder of Senior Debt on Subordination
Provisions; No Waiver. (a) Each Holder by accepting a Security acknowledges and
agrees that these subordination provisions are, and are intended to be, an
inducement and a consideration to each holder of Senior Debt, whether created or
acquired before or after the issuance of the Securities of any series, to
acquire or to hold such Senior Debt, and each holder of Senior Debt will be
deemed conclusively to have relied on these subordination provisions in
acquiring and holding such Senior Debt.

      (b) The holders of Senior Debt may, at any time and from time to time,
without the consent of or notice to the Trustee or the Holders of the Securities
of each series, without incurring any liability or responsibility to the Holders
of the Securities of each series, and without impairing the rights of holders of
Senior Debt under these subordination provisions, do any of the following:

            (1) change the manner, place or terms of payment or extend the time
      of payment of, or renew or alter, Senior Debt or any instrument evidencing
      the same or any agreement under which Senior Debt is outstanding or
      secured;

            (2) sell, exchange, release or otherwise deal with any property
      pledged, mortgaged or otherwise securing Senior Debt;

            (3) release any Person liable in any manner for the payment of
      Senior Debt; or

            (4) exercise or refrain from exercising any rights against the
      Company and any other Person.

                                   ARTICLE 11
                                 MISCELLANEOUS

      Section 11.01. Trust Indenture Act of 1939. This Indenture shall
incorporate and be governed by the provisions of the Trust Indenture Act that
are required to be part of and to govern indentures qualified under the Trust
Indenture Act.

      Section 11.02. Notices. Any notice or communication shall be sufficiently
given if in writing and (a) when delivered in person or (b) 5 days after mailing
when marked by first class mail, or (c) when sent by facsimile transmission,
with transmission confirmed, in each case addressed as follows:

      if to the Company:

            Delta Air Lines, Inc.
            Hartsfield-Jackson International Airport

                                       54
<PAGE>

            Atlanta, Georgia  30320
            Attention:  Treasurer

      if to the Trustee:

            The Bank of New York Trust Company, N.A.
            10161 Centurion Parkway
            Jacksonville, Florida  32256
            Attention:  Corporate Trust Department

      The Company or the Trustee by written notice to the other may designate
additional or different addresses for subsequent notices or communications.

      Any notice or communication shall be sufficiently given to Holders of any
Unregistered Securities, by publication at least once in an Authorized Newspaper
in The City of New York, or with respect to any Security the interest on which
is based on the offered quotations in the interbank Eurodollar market for dollar
deposits at least once in an Authorized Newspaper in London, and by mailing to
the Holders thereof who have filed their names and addresses with the Trustee
pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as
were so furnished to the Trustee and to Holders of Registered Securities by
mailing to such Holders at their addresses as they shall appear on the Security
Register. Notice mailed shall be sufficiently given if so mailed within the time
prescribed. Copies of any such communication or notice to a Holder shall also be
mailed to the Trustee and each Agent at the same time.

      Failure to mail a notice or communication to a Holder or any defect in it
shall not affect its sufficiency with respect to other Holders. Except as
otherwise provided in this Indenture, if a notice or communication is mailed in
the manner provided in this Section 11.02, it is duly given, whether or not the
addressee receives it.

      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.

      In case it shall be impracticable to give notice as herein contemplated,
then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

      Section 11.03. Certificate and Opinion as to Conditions Precedent. Upon
any request or application by the Company to the Trustee to take any action
under this Indenture, the Company shall furnish to the Trustee:

                                       55
<PAGE>

            (i) an Officers' Certificate stating that, in the opinion of the
      signers, all conditions precedent, if any, provided for in this Indenture
      relating to the proposed action have been complied with; and

            (ii) an Opinion of Counsel stating that, in the opinion of such
      counsel, all such conditions precedent have been complied with.

      Section 11.04. Statements Required in Certificate or Opinion. Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture shall include:

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

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

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

            (iv) statement as to whether or not, in the opinion of each such
      person, such condition or covenant has been complied with; provided,
      however, that, with respect to matters of fact, an Opinion of Counsel may
      rely on an Officers' Certificate or certificates of public officials.

      Section 11.05. Evidence of Ownership. The Company, the Trustee and any
agent of the Company or the Trustee may deem and treat the Holder of any
Unregistered Security and the Holder of any coupon as the absolute owner of such
Unregistered Security or coupon (whether or not such Unregistered Security or
coupon shall be overdue) for the purpose of receiving payment thereof or on
account thereof and for all other purposes, and neither the Company, the
Trustee, nor any agent of the Company or the Trustee shall be affected by any
notice to the contrary. The fact of the holding by any Holder of an Unregistered
Security, and the identifying number of such Security and the date of his
holding the same, may be proved by the production of such Security or by a
certificate executed by any trust company, bank, banker or recognized securities
dealer wherever situated satisfactory to the Trustee, if such certificate shall
be deemed by the Trustee to be satisfactory. Each such certificate shall be
dated and shall state that on the date thereof a Security bearing a specified
identifying number was deposited with or exhibited to such trust company, bank,
banker or recognized securities dealer by the person named in such certificate.
Any such certificate may be issued in respect of one or more Unregistered
Securities specified therein. The holding by the person named in any such
certificate of any Unregistered Securities specified

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therein shall be presumed to continue for a period of one year from the date of
such certificate unless at the time of any determination of such holding (1)
another certificate bearing a later date issued in respect of the same
Securities shall be produced or (2) the Security specified in such certificate
shall be produced by some other Person, or (3) the Security specified in such
certificate shall have ceased to be outstanding. Subject to Article 7, the fact
and date of the execution of any such instrument and the amount and numbers of
Securities held by the Person so executing such instrument may also be proven in
accordance with such reasonable rules and regulations as may be prescribed by
the Trustee or in any other manner which the Trustee may deem sufficient.

      The Company, the Trustee and any agent of the Company or the Trustee may
deem and treat the person in whose name any Registered Security shall be
registered upon the Security Register for such series as the absolute owner of
such Registered Security (whether or not such Registered Security shall be
overdue and notwithstanding any notation of ownership or other writing thereon)
for the purpose of receiving payment of or on account of the Principal of and,
subject to the provisions of this Indenture, interest on such Registered
Security and for all other purposes; and neither the Company nor the Trustee nor
any agent of the Company or the Trustee shall be affected by any notice to the
contrary.

      Section 11.06. Rules by Trustee, Paying Agent or Registrar. The Trustee
may make reasonable rules for action by or at a meeting of Holders. The Paying
Agent or Registrar may make reasonable rules for its functions.

      Section 11.07. Payment Date Other Than a Business Day. If any date for
payment of Principal or interest on any Security shall not be a Business Day at
any place of payment, then payment of Principal of or interest on such Security,
as the case may be, need not be made on such date, but may be made on the next
succeeding Business Day at any place of payment with the same force and effect
as if made on such date and no interest shall accrue in respect of such payment
for the period from and after such date.

      Section 11.08. Governing Law. The laws of the State of New York shall
govern this Indenture and the Securities.

      Section 11.09. No Adverse Interpretation of Other Agreements. This
Indenture may not be used to interpret another indenture or loan or debt
agreement of the Company or any Subsidiary of the Company. Any such indenture or
agreement may not be used to interpret this Indenture.

      Section 11.10. Successors. All agreements of the Company in this Indenture
and the Securities shall bind its successors. All agreements of the Trustee in
this Indenture shall bind its successors.

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      Section 11.11. Duplicate Originals. The parties may sign any number of
copies of this Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

      Section 11.12. Separability. In case any provision in this Indenture or in
the Securities shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

      Section 11.13. Table of Contents, Headings, Etc. The Table of Contents and
headings of the Articles and Sections of this Indenture have been inserted for
convenience of reference only, are not to be considered a part hereof and shall
in no way modify or restrict any of the terms and provisions hereof.

      Section 11.14. Incorporators, Stockholders, Officers and Directors of
Company Exempt from Individual Liability. No recourse under or upon any
obligation, covenant or agreement contained in this Indenture or any indenture
supplemental hereto, or in any Security or any coupons appertaining thereto, or
because of any indebtedness evidenced thereby, shall be had against any
incorporator, as such or against any past, present or future stockholder,
officer, director or employee, 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 and the
coupons appertaining thereto by the holders thereof and as part of the
consideration for the issue of the Securities and the coupons appertaining
thereto.

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                                   SIGNATURES

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

                                    DELTA AIR LINES, INC.
                                      as the Company

                                    By: __________________________________
                                        Name:
                                        Title:

                                    THE BANK OF NEW YORK TRUST COMPANY, N.A.
                                      as Trustee

                                    By: __________________________________
                                        Name:
                                        Title:

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