<PAGE>

                                                                     Exhibit 4.9




                         COMPUTER SCIENCES CORPORATION,
                                     Issuer

                                       AND

                              ____________________,
                                     Trustee

                                FORM OF INDENTURE

                          Dated as of ________ __, ____


                          SUBORDINATED DEBT SECURITIES

<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>                                                                                                             <C>
ARTICLE I.   DEFINITIONS.......................................................................................  1
         Section 1.01          Definitions of Terms............................................................  1
                               --------------------

ARTICLE II.  ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES.....................  8
         Section 2.01          Designation and Terms of Securities.............................................  8
                               -----------------------------------
         Section 2.02          Form of Securities and Trustee's Certificate.................................... 10
                               --------------------------------------------
         Section 2.03          Denominations; Provisions for Payment........................................... 12
                               -------------------------------------
         Section 2.04          Execution and Authentications................................................... 14
                               -----------------------------
         Section 2.05          Transfer and Exchange........................................................... 14
                               ---------------------
         Section 2.06          Temporary Securities............................................................ 24
                               --------------------
         Section 2.07          Mutilated, Destroyed, Lost or Stolen Securities................................. 24
                               -----------------------------------------------
         Section 2.08          Cancellation.................................................................... 25
                               ------------
         Section 2.09          Benefits of Indenture........................................................... 25
                               ---------------------
         Section 2.10          Authenticating Agent............................................................ 25
                               --------------------
         Section 2.11          Global Securities............................................................... 26
                               -----------------
         Section 2.12          CUSIP Numbers................................................................... 26
                               -------------
         Section 2.13          Securities Denominated in Foreign Currencies.................................... 27
                               --------------------------------------------
         Section 2.14          Wire Transfers.................................................................. 27
                               --------------
         Section 2.15          Judgments....................................................................... 27
                               ---------

ARTICLE III. REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS.............................................. 28
         Section 3.01          Redemption...................................................................... 28
                               ----------
         Section 3.02          Notice of Redemption............................................................ 28
                               --------------------
         Section 3.03          Payment Upon Redemption......................................................... 29
                               -----------------------
         Section 3.04          Sinking Fund.................................................................... 30
                               ------------
         Section 3.05          Satisfaction of Sinking Fund Payments with Securities........................... 30
                               -----------------------------------------------------
         Section 3.06          Redemption of Securities for Sinking Fund....................................... 30
                               -----------------------------------------

ARTICLE IV.  CERTAIN COVENANTS................................................................................. 31
         Section 4.01          Payment of Principal, Premium and Interest...................................... 31
                               ------------------------------------------
         Section 4.02          Maintenance of Office or Agency................................................. 31
                               -------------------------------
         Section 4.03          Paying Agents................................................................... 31
                               -------------
         Section 4.04          Compliance with Laws, Taxes..................................................... 32
                               ---------------------------
         Section 4.05          Corporate Existence............................................................. 32
                               -------------------
         Section 4.06          Statement by Officers as to Default............................................. 32
                               -----------------------------------
         Section 4.07          Waiver of Certain Covenants..................................................... 32
                               ---------------------------
         Section 4.08          Appointment to Fill Vacancy in Office of Trustee................................ 33
                               ------------------------------------------------

ARTICLE V.  SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE.................................. 33
</TABLE>

                                       i

<PAGE>

<TABLE>
<S>                                                                                                             <C>
         Section 5.01          Company to Furnish Trustee Names and Addresses of Securityholders............... 33
                               -----------------------------------------------------------------
         Section 5.02          Preservation of Information; Communications with Securityholders................ 33
                               ----------------------------------------------------------------
         Section 5.03          Reports by the Company.......................................................... 34
                               ----------------------
         Section 5.04          Reports by the Trustee.......................................................... 34
                               ----------------------

ARTICLE VI.   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT.................................. 35
         Section 6.01          Events of Default............................................................... 35
                               -----------------
         Section 6.02          Collection of Indebtedness and Suits for Enforcement by Trustee................. 36
                               ---------------------------------------------------------------
         Section 6.03          Application of Moneys Collected................................................. 38
                               -------------------------------
         Section 6.04          Limitation on Suits............................................................. 38
                               -------------------
         Section 6.05          Rights and Remedies Cumulative; Delay or Omission not Waiver.................... 39
                               ------------------------------------------------------------
         Section 6.06          Control by Securityholders...................................................... 39
                               --------------------------
         Section 6.07          Undertaking to Pay Costs........................................................ 40
                               ------------------------
         Section 6.08          Waiver Of Usury, Stay Or Extension Laws......................................... 40
                               ---------------------------------------

ARTICLE VII.  CONCERNING THE TRUSTEE........................................................................... 41
         Section 7.01          Certain Duties and Responsibilities of Trustee.................................. 41
                               ----------------------------------------------
         Section 7.02          Certain Rights of Trustee....................................................... 42
                               -------------------------
         Section 7.03          Trustee not Responsible for Recitals or Issuance of Securities.................. 43
                               --------------------------------------------------------------
         Section 7.04          May Hold Securities............................................................. 43
                               -------------------
         Section 7.05          Moneys Held in Trust............................................................ 43
                               --------------------
         Section 7.06          Compensation and Reimbursement.................................................. 43
                               ------------------------------
         Section 7.07          Reliance on Officers' Certificate............................................... 44
                               ---------------------------------
         Section 7.08          Disqualification; Conflicting Interests......................................... 44
                               ---------------------------------------
         Section 7.09          Corporate Trustee Required; Eligibility......................................... 44
                               ---------------------------------------
         Section 7.10          Resignation and Removal; Appointment of Successor............................... 45
                               -------------------------------------------------
         Section 7.11          Acceptance of Appointment By Successor.......................................... 46
                               --------------------------------------
         Section 7.12          Merger, Conversion, Consolidation or Succession to Business..................... 47
                               -----------------------------------------------------------
         Section 7.13          Preferential Collection of Claims Against the Company........................... 47
                               -----------------------------------------------------

ARTICLE VIII. CONCERNING THE SECURITYHOLDERS................................................................... 48
         Section 8.01          Evidence of Action by Securityholders........................................... 48
                               -------------------------------------
         Section 8.02          Proof of Execution by Securityholders........................................... 48
                               -------------------------------------
         Section 8.03          Who May be Deemed Owners........................................................ 49
                               ------------------------
         Section 8.04          Certain Securities Owned by Company Disregarded................................. 49
                               -----------------------------------------------
         Section 8.05          Actions Binding on Future Securityholders....................................... 49
                               -----------------------------------------

ARTICLE IX.  SUPPLEMENTAL INDENTURES........................................................................... 50
         Section 9.01          Supplemental Indentures Without the Consent of Securityholders.................. 50
                               ---------------------------------------------------------------
         Section 9.02          Supplemental Indentures with Consent of Securityholders......................... 51
                               -------------------------------------------------------
         Section 9.03          Effect of Supplemental Indentures............................................... 52
                               ---------------------------------
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                               <C>
         Section 9.04          Securities Affected by Supplemental Indentures...................................  52
                               ----------------------------------------------
         Section 9.05          Execution of Supplemental Indentures.............................................  52
                               ------------------------------------

ARTICLE X.  SUCCESSOR CORPORATION...............................................................................  53
         Section 10.01         Consolidation, Merger and Sale of Assets.........................................  53
                               ----------------------------------------
         Section 10.02         Successor Corporation Substituted................................................  53
                               ---------------------------------

ARTICLE XI.  SATISFACTION AND DISCHARGE.........................................................................  54
         Section 11.01         Applicability of Article.........................................................  54
                               ------------------------
         Section 11.02         Satisfaction and Discharge of Indenture..........................................  54
                               ---------------------------------------
         Section 11.03         Defeasance and Discharge of Obligations; Covenant Defeasance.....................  54
                               ------------------------------------------------------------
         Section 11.04         Deposited Moneys to be Held in Trust.............................................  56
                               ------------------------------------
         Section 11.05         Payment of Moneys Held by Paying Agents..........................................  56
                               ---------------------------------------
         Section 11.06         Repayment to Company.............................................................  57
                               --------------------
         Section 11.07         Reinstatement....................................................................  57
                               -------------

ARTICLE XII.  IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS...................................  57
         Section 12.01         No Recourse......................................................................  57
                               -----------

ARTICLE XIII.  MISCELLANEOUS PROVISIONS.........................................................................  58
         Section 13.01         Effect on Successors and Assigns.................................................  58
                               --------------------------------
         Section 13.02         Actions by Successor.............................................................  58
                               --------------------
         Section 13.03         Notices..........................................................................  58
                               -------
         Section 13.04         Governing Law....................................................................  59
                               -------------
         Section 13.05         Treatment of Securities as Debt..................................................  59
                               -------------------------------
         Section 13.06         Compliance Certificates and Opinions.............................................  59
                               ------------------------------------
         Section 13.07         Payments on Business Days........................................................  60
                               -------------------------
         Section 13.08         Conflict with Trust Indenture Act................................................  60
                               ---------------------------------
         Section 13.09         Counterparts.....................................................................  60
                               ------------
         Section 13.10         Separability.....................................................................  60
                               ------------
         Section 13.11         No Adverse Interpretation of Other Agreements....................................  61
                               ---------------------------------------------
         Section 13.12         Table of Contents, Headings, Etc.................................................  61
                               --------------------------------

ARTICLE XIV.  SUBORDINATION OF SECURITIES.......................................................................  61
         Section 14.01         Subordination Terms..............................................................  61
                               -------------------
</TABLE>

                                      iii

<PAGE>

                             Cross Reference Table*

<TABLE>
<CAPTION>
Section of
Trust Indenture Act                                                                      Section of
of 1939, as amended                                                                      Indenture
-------------------                                                                      ---------
<S>                                                                                      <C>
310(a).................................................................................  7.09
310(b).................................................................................  7.08
                                                                                         7.10

310(c).................................................................................  Inapplicable
311(a).................................................................................  7.13
311(b).................................................................................  7.13
311(c).................................................................................  Inapplicable
312(a).................................................................................  5.01
                                                                                         5.02(a)

312(b).................................................................................  5.02(b)
312(c).................................................................................  5.02(b)
313(a).................................................................................  5.04(a)
313(b).................................................................................  5.04(b)
313(c).................................................................................  5.04(a)
                                                                                         5.04(b)

313(d).................................................................................  5.04(c)
314(a).................................................................................  5.03
314(b).................................................................................  Inapplicable
314(c).................................................................................  13.06
314(d).................................................................................  Inapplicable
314(e).................................................................................  13.06
314(f).................................................................................  Inapplicable
315(a).................................................................................  7.01
315(b).................................................................................  5.04
315(c).................................................................................  7.01(a)
315(d).................................................................................  7.01(b)
315(e).................................................................................  6.07
316(a).................................................................................  6.06, 8.04
316(b).................................................................................  6.04
316(c).................................................................................  8.01
317(a).................................................................................  6.02
317(b).................................................................................  4.03
318(a).................................................................................  13.08
</TABLE>

____________
*    This Cross-Reference Table does not constitute part of the Indenture and
     shall not have any bearing on the interpretation of any of its terms or
     provisions.
                                       iv

<PAGE>

     INDENTURE, dated as of _________ __, ____, between Computer Sciences
Corporation, a Nevada corporation (the "Company"), and ___________, a
____________, as trustee (the "Trustee"):

     WHEREAS, this Indenture provides for the issuance of unsecured subordinated
debt securities (hereinafter referred to as the "Securities"), in an unlimited
aggregate principal amount to be issued from time to time in one or more series
as in this Indenture provided, to be authenticated by the certificate of the
Trustee;

     WHEREAS, this Indenture is subject to the provisions of the Trust Indenture
Act that are deemed to be incorporated into this Indenture and shall, to the
extent applicable, be governed by such provisions; and

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

     NOW, THEREFORE, in consideration of the premises and the purchase of the
Securities by the holders thereof, it is mutually covenanted and agreed as
follows for the equal and ratable benefit of the holders of Securities:

                                   ARTICLE I.

                                   DEFINITIONS

Section 1.01  Definitions of Terms.
              --------------------

     The terms defined in this Section 1.01 (except as in this Indenture
otherwise expressly provided or unless the context otherwise requires) for all
purposes of this Indenture and of any indenture supplemental hereto shall have
the respective meanings specified in this Section 1.01 and shall include the
plural as well as the singular. All other terms used in this Indenture that are
defined in the Trust Indenture Act or that are by reference in the Trust
Indenture Act defined in the Securities Act of 1933, as amended (the "Securities
Act") (except as herein otherwise expressly provided or unless the context
otherwise requires), shall have the meanings assigned to such terms in said
Trust Indenture Act and in said Securities Act as in force at the date of the
execution of this instrument.

     "144A Global Security" means, with respect to any series of Securities, one
or more Global Securities bearing the Private Placement Legend that will be
issued in an aggregate amount of denominations equal in total to the outstanding
principal amount of the Securities of such series sold in global form in
reliance on Rule 144A.

     "Affiliate" means (a) any Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company or any
other obligor upon the Securities, (b) any spouse, immediate family member or
other relative who has the same principal residence of any Person described in
(a) above, (c) any trust in which any such Persons described in clause (a) or
(b) above has a beneficial interest and (d) any corporation or other
organization of which any such Persons described in clause (a), (b) or (c) above
collectively own

                                        1

<PAGE>

     more than 50% of the equity of such entity. For purposes of this
definition, beneficial ownership of 10% or more of the voting common equity (on
a fully diluted basis) or warrants to purchase such equity (whether or not
currently exercisable) of a Person shall be deemed to be control of such Person.

     "Applicable Procedures" means, with respect to any transfer or exchange of
or for beneficial interests in any Global Security for a series of Securities,
the rules and procedures of the Depositary, Euroclear and Clearstream that apply
to such transfer or exchange at the relevant time.

     "Authenticating Agent" means an authenticating agent with respect to all or
any of the series of Securities appointed with respect to all or any series of
the Securities by the Trustee pursuant to Section 2.10.

     "Bankruptcy Law" means Title 11, U.S. Code, or any similar federal or state
law for the relief of debtors.

     "Board of Directors" means the Board of Directors of the Company or any
duly authorized committee of such Board of Directors.

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

     "Business Day" means, with respect to any series of Securities, any day
other than a day on which Federal or State banking institutions in the Borough
of Manhattan, The City of New York, are authorized or obligated by law,
executive order or regulation to close.

     "Capital Stock" means any and all shares, interests, participations or
other equivalents (however designated) of corporate stock or partnership
interests.

     "Clearstream" shall mean Clearstream Banking S.A., or its successors.

     "Commission" means the Securities and Exchange Commission.

     "Company" means Computer Sciences Corporation, a corporation duly organized
and existing under the laws of the State of Nevada, and, subject to the
provisions of Article Ten, shall also include its successors and assigns.

     "Corporate Trust Office" means the office of the Trustee at which, at any
particular time, its corporate trust business shall be principally administered,
which office at the date hereof is located at _________________________________.

     "Currency" means Dollars or Foreign Currency.

     "Custodian" means any receiver, trustee, assignee, liquidator, or similar
official under any Bankruptcy Law.

                                        2

<PAGE>

     "Default" means any event, act or condition that with notice or lapse of
time, or both, would constitute an Event of Default.

     "Definitive Security" means a certificated Security registered in the name
of the Securityholder thereof and issued in accordance with Section 2.05 hereof.

     "Depositary" means, with respect to Securities of any series which the
Company shall determine will be issued in whole or in part as a Global Security,
The Depository Trust Company ("DTC"), New York, New York, another clearing
agency, or any successor registered as a clearing agency under the Securities
and Exchange Act of 1934, as amended (the "Exchange Act"), and any other
applicable U.S. or foreign statute or regulation, which, in each case, shall be
designated by the Company pursuant to Section 2.01.

     "Designated Currency" has the meaning set forth in Section 2.15.

     "Distribution Compliance Period" means the 40-day restricted period as
defined in Rule 903(b)(3) under the Securities Act.

     "Dollar" or "$" means such currency of the United States as at the time of
payment is legal tender for the payment of public and private debts.

     "Dollar Equivalent" means, with respect to any monetary amount in a Foreign
Currency, at any time for the determination thereof, the amount of Dollars
obtained by converting such Foreign Currency involved in such computation into
Dollars at the spot rate for the purchase of Dollars with the applicable Foreign
Currency as quoted by ___________ (unless another comparable financial
institution is designated by the Company) in New York, New York, at
approximately 11:00 a.m. (New York time) on the date two business days prior to
such determination.

     "Euroclear" shall mean Euroclear Bank S.A./N.V., or its successor, as
operator of the Euroclear System.

     "European Communities" means the European Economic Community, the European
Coal and Steel Community and the European Atomic Entergy Community.

     "European Currency Units" has the meaning assigned to it from time to time
by the Council of the European Communities.

     "Event of Default" means, with respect to Securities of a particular series
any event specified in Section 6.01, continued for the period of time, if any,
therein designated.

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

     "Global Security" means, with respect to any series of Securities, a
Security executed by the Company and delivered by the Trustee to the Depositary
or pursuant to the Depositary's

                                        3

<PAGE>

instruction, all in accordance with the Indenture, which shall be registered in
the name of the Depositary or its nominee.

     "Governmental Obligations" means securities that are (i) direct obligations
of the United States of America for the payment of which its full faith and
credit is pledged or (ii) obligations of a Person controlled or supervised by
and acting as an agency or instrumentality of the United States of America, the
payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America that, in either case, are not
callable or redeemable at the option of the issuer thereof, and shall also
include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act) as custodian with respect to any such Governmental
Obligation or a specific payment of principal of or interest on any such
Governmental Obligation held by such custodian for the account of the holder of
such depositary receipt; provided, however, that (except as required by law)
                         --------  -------
such custodian is not authorized to make any deduction from the amount payable
to the holder of such depositary receipt from any amount received by the
custodian in respect of the Governmental Obligation or the specific payment of
principal of or interest on the Governmental Obligation evidenced by such
depositary receipt.

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

     "Indenture" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into in accordance with the terms hereof.

     "Indirect Participant" means any entity that, with respect to DTC, clears
through or maintains a direct or indirect, custodial relationship with a
Participant.

     "Institutional Accredited Investor" means an institution that is an
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act, who is not also a QIB.

     "Interest Payment Date", when used with respect to any installment of
interest on a Security of a particular series, means the date specified herein,
in such Security or in a Board Resolution or in an indenture supplemental hereto
with respect to such series as the fixed date on which an installment of
interest with respect to Securities of that series is due and payable.

     "Officer" means the President, the Treasurer, any Assistant Treasurer,
Controller, Secretary or any Vice-President of the Company.

     "Officers' Certificate" means a certificate signed by two Officers that is
delivered to the Trustee in accordance with the terms hereof. Each such
certificate shall include the statements provided for in Section 13.06, if and
to the extent required by the provisions thereof.

     "Opinion of Counsel" means an opinion in writing of legal counsel, who may
be an employee of or counsel for the Company that is delivered to the Trustee in
accordance with the terms hereof. Each such opinion shall include the statements
provided for in Section 13.06, if and to the extent required by the provisions
thereof.

                                        4

<PAGE>

     "Outstanding", when used with reference to Securities of any series, means,
subject to the provisions of Section 8.04, as of any particular time, all
Securities of that series theretofore authenticated and delivered by the Trustee
under this Indenture, except (a) Securities theretofore canceled by the Trustee
or any paying agent, or delivered to the Trustee or any paying agent for
cancellation or that have previously been canceled; (b) Securities or portions
thereof for the payment or redemption of which moneys or Governmental
Obligations in the necessary amount shall have been deposited in trust with the
Trustee or with any paying agent (other than the Company) or shall have been set
aside and segregated in trust by the Company (if the Company shall act as its
own paying agent); provided, however, that if such Securities or portions of
                   --------  -------
such Securities are to be redeemed prior to the maturity thereof, notice of such
redemption shall have been given as in Article Three provided, or provision
satisfactory to the Trustee shall have been made for giving such notice; and (c)
Securities in lieu of or in substitution for which other Securities shall have
been authenticated and delivered pursuant to the terms of Section 2.07. In
determining whether the holders of the requisite principal amount of the
Outstanding Securities of any series have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, the principal
amount of a Security denominated in one or more foreign currencies or currency
units that shall be deemed to be Outstanding for such purposes shall be the
Dollar Equivalent on the date of original issuance of such Security, of the
principal amount of such Security.

     "Participant" means, with respect to the Depositary, Euroclear or
Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to DTC, shall include Euroclear and
Clearstream).

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

     "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 2.07 in lieu of a lost, destroyed or
stolen Security shall be deemed to evidence the same debt as the lost, destroyed
or stolen Security.

     "Private Placement Legend" means the legend set forth in Section 2.02(b) to
be placed on all Restricted Securities issued under this Indenture or pursuant
to a Board Resolution or an indenture supplemental hereto with respect to a
series of Securities, except where specifically stated otherwise by the
provisions of this Indenture, such Board Resolution or such supplemental
indenture.

     "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

     "Reg S Global Security" means, with respect to any series of Securities, a
Reg S Temporary Global Security of such series or a Reg S Permanent Global
Security of such series, as the case may be.

                                        5

<PAGE>

     "Reg S Permanent Global Security" means, with respect to any series of
Securities, one or more permanent Global Securities bearing the Private
Placement Legend, that will be issued in an aggregate amount of denominations
equal in total to the outstanding principal amount of the Reg S Temporary Global
Security of such series upon expiration of the Distribution Compliance Period
with respect to such series.

     "Reg S Temporary Global Security" means, with respect to any series of
Securities, one or more temporary Global Securities bearing the Private
Placement Legend and the Reg S Temporary Global Security Legend, issued in an
aggregate amount of denominations equal in total to the outstanding principal
amount of the Securities of such series initially sold in reliance on Rule 903
of Regulation S.

     "Reg S Temporary Global Security Legend" means the legend set forth in
Section 2.02(d), which is required to be placed on all Reg S Temporary Global
Securities issued under this Indenture.

     "Regulation S" means Regulation S promulgated under the Securities Act, as
it may be amended from time to time, and any successor provision thereto.

     "Responsible Officer" means any officer within the Corporate Trust Office
including any Vice President, Assistant Vice President, Senior Trust Officer,
Assistant Trust Officer or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also, with respect to a particular matter, any other officer to
whom such matter is referred because of such officer's knowledge and familiarity
with the particular subject.

     "Restricted Definitive Security" means, with respect to any series of
Securities, one or more Definitive Securities of such series bearing the Private
Placement Legend, issued under this Indenture.

     "Restricted Global Security" means, with respect to any series of
Securities, one or more Global Securities of such series bearing the Private
Placement Legend, issued under this Indenture.

     "Restricted Security" means, with respect to any series of Securities, a
Security of such series, unless or until it has been (i) effectively registered
under the Securities Act and disposed of in accordance with a registration
statement with respect to such series or (ii) distributed to the public pursuant
to Rule 144 (or any similar provision then in force) under the Securities Act.

     "Rule 144A" means Rule 144A promulgated under the Securities Act, as it may
be amended from time to time, and any successor provision thereto.

     "Securities" means the debt securities authenticated and delivered under
this Indenture.

     "Securityholder", "Holder", "holder of Securities", "registered holder", or
other similar term, means the Person or Persons in whose name or names a
particular Security shall be registered on the books of the Company kept for
that purpose in accordance with the terms of this Indenture.

                                        6

<PAGE>

     "Security Register" has the meaning set forth in Section 2.05(a) hereof.

     "Security Registrar" has the meaning set forth in Section 2.05(a) hereof.

     "Stated Maturity" means, with respect to any Security, the date specified
in such security as the fixed date on which the payment of principal of such
security is due and payable, including pursuant to any mandatory redemption
provision (but excluding any provision providing for the repurchase of such
security at the option of the holder thereof upon the happening of any
contingency beyond the control of the issuer unless such contingency has
occurred).

     "Subsidiary" means (a) a corporation a majority of whose Capital Stock with
voting power, under ordinary circumstances, to elect directors is at the time
directly or indirectly owned by the Company or by the Company and a Subsidiary
or Subsidiaries of the Company or by a Subsidiary or Subsidiaries of the Company
or (b) any other Person (other than a corporation) in which the Company or the
Company and a Subsidiary or Subsidiaries of the Company or a Subsidiary or
Subsidiaries of the Company directly or indirectly at the date of determination
thereof has at least a majority ownership interest.

     "Trustee" means ___________ and, subject to the provisions of Article
Seven, shall also include its successors and assigns, and, if at any time there
is more than one Person acting in such capacity hereunder, "Trustee" shall mean
each such Person. The term "Trustee" as used with respect to a particular series
of the Securities shall mean the trustee with respect to that series.

     "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended, as
in effect at the date of execution of this instrument subject to the provisions
of Sections 9.01, 9.02, and 10.01.

     "Unrestricted Definitive Security" means, with respect to any series of
Securities, one or more Definitive Securities representing such series of
Securities that do not bear and are not required to bear the Private Placement
Legend, issued under this Indenture.

     "Unrestricted Global Security" means, with respect to any series of
Securities, one or more permanent Global Securities representing such series of
Securities that do not bear and are not required to bear the Private Placement
Legend, issued under this Indenture.

     "Unrestricted Securities" mean, with respect to any series of Securities, a
Security (i) effectively registered under the Securities Act and disposed of in
accordance with a registration statement with respect to such series or (ii)
distributed to the public pursuant to Rule 144 (or any similar provision then in
force) under the Securities Act.

                                        7

<PAGE>

                                   ARTICLE II.

             ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND
                             EXCHANGE OF SECURITIES

Section 2.01  Designation and Terms of Securities.
              -----------------------------------

     (a)      The aggregate principal amount of Securities that may be
authenticated and delivered under this Indenture is unlimited. The Securities
may be issued in one or more series up to the aggregate principal amount of
Securities of that series from time to time authorized by or pursuant to a Board
Resolution of the Company or pursuant to one or more indentures supplemental
hereto. Prior to the initial issuance of Securities of any series, there shall
be established in or pursuant to a Board Resolution of the Company, and set
forth in an Officers' Certificate of the Company, or established in one or more
indentures supplemental hereto, with respect to the Securities of such series:

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

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

              (3)   the date or dates on which the principal and premium, if
any, of the Securities of the series is payable;

              (4)   the rate or rates (which may be fixed or variable) at which
the Securities of the series shall bear interest or the manner of calculation of
such rate or rates, if any (including any procedures to vary or reset such rate
or rates), and the basis upon which interest will be calculated if other than
that of a 360 day year of twelve thirty day months;

              (5)   the date or dates from which such interest shall accrue, the
Interest Payment Dates on which such interest will be payable or the manner of
determination of such Interest Payment Dates, and the record date for the
determination of holders to whom interest is payable on any such Interest
Payment Dates;

              (6)   any trustees, authenticating agents or paying agents with
respect to such series, if different from those set forth in this Indenture;

              (7)   the right, if any, to extend the interest payment periods or
defer the payment of interest and the duration of such extension or deferral;

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

              (9)   the obligation, if any, of the Company to redeem, purchase
or repay Securities of the series pursuant to any sinking fund or analogous
provisions (including payments

                                        8

<PAGE>

made in cash in participation of future sinking fund obligations) or at the
option of a holder thereof and the period or periods within which, the price or
prices at which, and the terms and conditions upon which, Securities of the
series shall be redeemed, purchased or repaid, in whole or in part, pursuant to
such obligation;

              (10)  the form of the Securities of the series including the form
of the Trustee's certificate of authentication for such series;

              (11)  if other than denominations of One Thousand U.S. Dollars
($1,000) or any integral multiple thereof, the denominations in which the
Securities of the series shall be issuable;

              (12)  the Currency or Currencies (including any composite
currency) in which payment of the principal of (and premium, if any) and
interest on, Securities of the series shall be payable;

              (13)  if the principal amount payable at the Stated Maturity of
Securities of the series will not be determinable as of any one or more dates
prior to such Stated Maturity, the amount which will be deemed to be such
principal amount as of any such date for any purpose, including the principal
amount thereof which will be due and payable upon any maturity other than the
Stated Maturity or which will be deemed to be Outstanding as of any such date
(or, in any such case, the manner in which such deemed principal amount is to be
determined);

              (14)  the terms of any repurchase or remarketing rights;

              (15)  if the Securities of the series shall be issued in whole or
in part in the form of a Global Security or Securities, the type of Global
Security to be issued; the terms and conditions, if different from those
contained in this Indenture, upon which such Global Security or Securities may
be exchanged in whole or in part for other individual Securities in definitive
registered form; the Depositary for such Global Security or Securities; and the
form of any legend or legends to be borne by any such Global Security or
Securities in addition to or in lieu of the legends referred to in Section 2.02;

              (16) whether the Securities of the series will be convertible
into or exchangeable for other Securities, shares of common stock or other
securities of any kind of the Company or another obligor, and, if so, the terms
and conditions upon which such Securities will be so convertible or
exchangeable, including the initial conversion or exchange price or rate or the
method of calculation, how and when the conversion price or exchange ratio may
be adjusted, whether conversion or exchange is mandatory, at the option of the
holder or at our option, the conversion or exchange period, and any other
provision in addition to or in lieu of those described herein;

              (17)  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 pursuant to Section 6.01;

              (18)  any additional or different Events of Default or restrictive
covenants provided for with respect to the Securities of the series;

                                        9

<PAGE>

              (19)  any provisions granting special rights to holders when a
specified event occurs;

              (20)  if the amount of principal or any premium or interest on
Securities of a series may be determined with reference to an index or pursuant
to a formula, the manner in which such amounts will be determined;

              (21)  any special tax implications of the Securities, including
provisions for original issue discount securities, if offered;

              (22)  whether and upon what terms Securities of a series may be
defeased if different from the provisions set forth in this Indenture;

              (23)  with regard to the Securities of any series that do not bear
interest, the dates for certain required reports to the Trustee;

              (24)  whether the Securities of the series will be issued as
Unrestricted Securities or Restricted Securities, and, if issued as Restricted
Securities, the rule or regulation promulgated under the Securities Act in
reliance on which they will be sold;

              (25)  the subordination terms of the Securities of the series; and

              (26)  any and all other terms with respect to such series,
including any terms which may be required by or advisable under United States
laws or regulations (including, without limitation, the Securities Act and all
rules and regulations promulgated thereunder) or advisable in connection with
the marketing of Securities of that series.

         (b)  All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to any such Board Resolution or in any indentures supplemental hereto. If any of
the terms of the series are established by action taken pursuant to a Board
Resolution of the Company, a copy of an appropriate record of such action shall
be certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate of the Company setting forth the terms of the series.

         Securities of any particular series may be issued at various times,
with different dates on which the principal or any installment of principal is
payable, with different rates of interest, if any, or different methods by which
rates of interest may be determined, with different dates on which such interest
may be payable and with different redemption dates.

Section 2.02  Form of Securities and Trustee's Certificate.
              --------------------------------------------

         (a)  The Securities of any series and the Trustee's certificate of
authentication to be borne by such Securities shall be substantially of the
tenor and purport as set forth in one or more indentures supplemental hereto or
as provided in a Board Resolution of the Company and as set forth in an
Officers' Certificate of the Company and may have such letters, numbers or other
marks of identification or designation and such legends or endorsements printed,
lithographed or engraved thereon as the Company may deem appropriate and as are
not inconsistent with the

                                       10

<PAGE>

provisions of this Indenture, any Board Resolution or any indenture supplemental
hereto, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any stock
exchange on which Securities of that series may be listed, or to conform to
usage.

         (b)  Each Restricted Security (and all Restricted Securities issued in
exchange therefor or substitution thereof) shall bear a Private Placement Legend
in substantially the following form:

         "THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
         TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES
         ACT OF 1933 (THE "SECURITIES ACT"), AND THIS SECURITY MAY NOT BE
         OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
         REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF
         THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY
         BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
         SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER."

         "THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT
         (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE
         TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER
         REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN
         RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
         REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN
         OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES
         ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
         SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (IV) TO
         AN INSTITUTIONAL "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a)(1),
         (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT, PRIOR TO
         SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN
         REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF THIS
         SECURITY, OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
         THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (V) IN ACCORDANCE WITH
         ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND
         (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY
         ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS
         REFERRED TO IN (A) ABOVE."

         (c)  To the extent required by the Depositary for particular series of
Securities, each Global Security of such series shall bear legends in
substantially the following forms:

         "THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
         INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE
         BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY
         PERSON UNDER ANY CIRCUMSTANCES

                                       11

<PAGE>

         EXCEPT THAT (I) THE TRUSTEE MAY MAKE ANY SUCH NOTATIONS HEREON AS MAY
         BE REQUIRED PURSUANT TO THE INDENTURE, (II) THIS GLOBAL SECURITY MAY
         BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.05 (C) OF
         THE INDENTURE, (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE
         TRUSTEE FOR CANCELLATION PURSUANT TO THE INDENTURE AND (IV) THIS
         GLOBAL SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE
         PRIOR WRITTEN CONSENT OF THE COMPANY."

         "UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
         DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE
         BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
         DEPOSITARY TO THE DEPOSITARY OR TO ANOTHER NOMINEE OF THE DEPOSITARY OR
         BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A
         NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS
         PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE
         COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
         AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF ANY ENTITY AS
         MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND
         ANY PAYMENT IS MADE TO SUCH ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
         REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE
         HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
         AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREIN."

         (d)  To the extent required by the Depositary, each Reg S Temporary
Global Security shall bear a legend in substantially the following form:

         "THE RIGHTS ATTACHING TO THIS REG S TEMPORARY GLOBAL SECURITY, AND THE
         CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE
         SECURITIES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).
         NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REG S TEMPORARY
         SECURITY SHALL BE ENTITLED TO RECEIVE CASH PAYMENTS OF INTEREST DURING
         THE PERIOD WHICH SUCH HOLDER HOLDS THIS SECURITY. NOTHING IN THIS
         LEGEND SHALL BE DEEMED TO PREVENT INTEREST FROM ACCRUING ON THIS
         SECURITY."

Section 2.03  Denominations; Provisions for Payment.
              -------------------------------------

         The Securities shall be issuable as registered Securities and in the
denominations of One Thousand U.S. Dollars ($1,000) or any integral multiple
thereof, subject to Section 2.01. The Securities of a particular series shall
bear interest payable on the dates and at the rate specified as provided in
Section 2.01 with respect to that series. The principal of and the interest on
the Securities of any series, as well as any premium thereon in case of
redemption thereof prior to maturity, shall be payable in Dollars except as
otherwise specified pursuant to Section

                                       12

<PAGE>

2.01(a)(12), at the office or agency of the Company maintained for that purpose
pursuant to Section 4.02. Each Security shall be dated the date of its
authentication. Unless otherwise specified with respect to a series of
Securities in accordance with the provisions of Section 2.01(a)(4), interest on
the Securities shall be computed on the basis of a 360-day year composed of
twelve 30-day months.

     The interest installment on any Security that is payable, and is punctually
paid or duly provided for, on any Interest Payment Date for Securities of that
series shall be paid to the Person in whose name said Security (or one or more
Predecessor Securities) is registered at the close of business on the regular
record date for such interest installment. In the event that any Security of a
particular series or portion thereof is called for redemption and the redemption
date is subsequent to a regular record date with respect to any Interest Payment
Date and prior to such Interest Payment Date, interest on such Security will be
paid upon presentation and surrender of such Security as provided in Section
3.03.

     Unless otherwise set forth in a Board Resolution of the Company or one or
more indentures supplemental hereto establishing the terms of any series of any
Securities pursuant to Section 2.01 hereof, the term "regular record date" as
used in this Section with respect to a series of Securities shall mean a date
fifteen days immediately preceding any Interest Payment Date. Subject to the
provisions of this Section, each Security of a series delivered under this
Indenture upon transfer of or in exchange for or in lieu of any other Security
of such series shall carry the rights to interest accrued and unpaid, and to
accrue, that were carried by such other Security.

     Unless otherwise specified with respect to a series of Securities in
accordance with the provisions of Section 2.01, any interest on any Security
that is payable, but is not punctually paid or duly provided for, on any
Interest Payment Date for Securities of the same series (herein called
"Defaulted Interest") shall forthwith cease to be payable to the registered
holder on the relevant regular record date and such Defaulted Interest shall be
paid by the Company, at its election, as provided in clause (1) or clause (2)
below.

          (1)   The Company may make payment of any Defaulted Interest on
     Securities to the Persons in whose names such Securities (or their
     respective Predecessor Securities) are registered at the close of business
     on a special record date for the payment of such Defaulted Interest, which
     shall be fixed in the following manner: the Company shall notify the
     Trustee in writing of the amount of Defaulted Interest proposed to be paid
     on each such Security and the date of the proposed payment, and at the same
     time the Company shall deposit with the Trustee an amount of money equal to
     the aggregate amount proposed to be paid in respect of such Defaulted
     Interest or shall make arrangements satisfactory to the Trustee for such
     deposit prior to the date of the proposed payment, such money when
     deposited to be held in trust for the benefit of the Persons entitled to
     such Defaulted Interest as in this clause (1) provided. Thereupon the
     Trustee shall fix a special record date for the payment of such Defaulted
     Interest which shall not be more than 15 nor less than 10 days prior to the
     date of the proposed payment and not less than 10 days after the receipt by
     the Trustee of the notice of the proposed payment. The Trustee shall
     promptly notify the Company of such special record date and, in the name
     and at the expense of the Company, shall cause notice of the proposed
     payment of such Defaulted Interest and the special record date therefor to
     be mailed, first class

                                       13

<PAGE>
         postage prepaid, to each Securityholder at his or her address as it
         appears in the Security Register (as hereinafter defined), not less
         than 10 days prior to such special record date. Notice of the
         proposed payment of such Defaulted Interest and the special record date
         therefor having been mailed as aforesaid, such Defaulted Interest shall
         be paid to the Persons in whose names such Securities (or their
         respective Predecessor Securities) are registered on such special
         record date and shall not be payable pursuant to the following clause
         (2).

              (2)   The Company may make payment of any Defaulted Interest on
         any Securities in any other lawful manner not inconsistent with the
         requirements of any securities exchange on which such Securities may be
         listed, and upon such notice as may be required by such exchange.

Section 2.04  Execution and Authentications.
              -----------------------------

         The Securities shall be signed on behalf of the Company by two
Officers. Signatures may be in the form of a manual or facsimile signature. The
Company may use the facsimile signature of any Person who shall have been an
Officer, notwithstanding the fact that at the time the Securities shall be
authenticated and delivered or disposed of such Person shall have ceased to be
an Officer of the Company. In the case of Definitive Securities of any series,
such signatures may be imprinted or otherwise reproduced on such Securities. The
Securities may contain such notations, legends or endorsements required by law,
stock exchange rule or usage. Each Security shall be dated the date of its
authentication by the Trustee.

         A Security shall not be valid until authenticated manually by an
authorized signatory of the Trustee or by an Authenticating Agent. Such
signature shall be conclusive evidence that the Security so authenticated has
been duly authenticated and delivered hereunder and that the holder is entitled
to the benefits of 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 executed by the Company to the Trustee for authentication, together
with a written order of the Company for the authentication and delivery of such
Securities, signed by an Officer (an "Authentication Order"), and the Trustee in
accordance with such written order shall authenticate and deliver such
Securities.

Section 2.05  Transfer and Exchange.
              ---------------------

         (a)  Registration of Transfer and Exchange. The Company shall keep, or
cause to be kept, at its office or agency designated for such purpose as
provided in Section 4.02, a register or registers (herein referred to as the
"Security Register") in which, subject to such reasonable regulations as it may
prescribe, the Company shall register the Securities and the transfers of
Securities as in this Article II provided and which at all reasonable times
shall be open for inspection by the Trustee. The registrar for the purpose of
registering Securities and the transfer of Securities as herein provided shall
be appointed as authorized by Board Resolution (the "Security Registrar"). If
the Company fails to appoint or maintain another entity as Security Registrar,
the Trustee shall act as such. The Company or any of its Subsidiaries may act as
Security Registrar.

                                       14

<PAGE>

     To permit registrations of transfers and exchanges, the Company shall
execute and deliver and the Trustee shall authenticate a new Security or
Securities of the same series as the Security presented for a like aggregate
principal amount and in authorized denominations upon receipt of an
Authentication Order. The Trustee shall not be required to register the transfer
of or exchange any Security selected for redemption in whole or in part, except
the unredeemed portion of any Security being redeemed in part.

     All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
indebtedness, and entitled to the same benefits under this Indenture, as the
Securities surrendered upon such registration of transfer or exchange. Prior to
such due presentment for the registration of a transfer of any Security, the
Trustee, the Company, any paying agent and the Security Registrar may deem and
treat the Person in whose name any Security is registered as the absolute owner
of such Security for the purpose of receiving payment of principal of and
interest on such Securities and for all other purposes, and none of the Trustee,
the Company, the paying agent or the Security Registrar shall be affected by
notice to the contrary.

     All certifications, certificates and Opinions of Counsel required to be
submitted to the Trustee pursuant to this Section 2.05 to effect a registration
of transfer or exchange may be submitted by facsimile.

     (b)  Service Charge. No service charge shall be made to a holder of a
          --------------
beneficial interest in a Global Security or to a Holder of a Definitive Security
for any exchange or registration of transfer of Securities, or issue of new
Securities in case of partial redemption of any series, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge in relation thereto (other than any such taxes or other governmental
charge payable upon exchange or transfer pursuant to Sections 2.06, 3.03(b) and
9.04 hereof).

     (c)  Transfer and Exchange of Global Securities. A Global Security may not
          ------------------------------------------
be transferred except as a whole by the Depositary for a series of the
Securities to a nominee of such Depositary, by a nominee of such Depositary to
such Depositary or to another nominee of such Depositary, or by such Depositary
or any such nominee to a successor Depositary for a series of the Securities or
a nominee of such successor Depositary. If at any time the Depositary for a
series of the Securities notifies the Company that it is unwilling or unable to
continue as Depositary for such series or if at any time the Depositary for such
series shall no longer be registered or in good standing under the Exchange Act,
or other applicable statute or regulation, and a successor Depositary for such
series is not appointed by the Company within 90 days after the Company receives
such notice or becomes aware of such condition, as the case may be, the
provisions of Section 2.11 shall no longer be applicable to the Securities of
such series and the Company will execute, and subject to this Section 2.05, the
Trustee will authenticate and deliver the Definitive Securities of such series,
in authorized denominations, and in an aggregate principal amount equal to the
principal amount of the Global Security of such series in exchange for such
Global Security; provided, that in no event shall the Reg S Temporary Global
                 --------
Security be exchanged by the Company for Definitive Securities prior to (y) the
expiration of the Distribution Compliance Period with respect to such Security
and (z) the receipt by the Trustee of any certificate identified by the Company
and its counsel to be required pursuant to Rule 903 or Rule 904 under the
Securities Act. In addition, the Company may at any time determine that

                                       15

<PAGE>

the Securities of any series shall no longer be represented by a Global Security
and that the provisions of Section 2.11 shall no longer apply to the Securities
of such series. In such event the Company will execute and subject to this
Section 2.05, the Trustee, upon receipt of an Officers' Certificate evidencing
such determination by the Company, will authenticate and deliver the Definitive
Securities of such series, in authorized denominations, and in an aggregate
principal amount equal to the principal amount of the Global Security of such
series in exchange for such Global Security. Upon the exchange of the Global
Security of such series for such Definitive Securities of such series, in
authorized denominations, the Global Security shall be canceled by the Trustee.
Such Definitive Securities of such series issued in exchange for the Global
Security pursuant to this Section 2.05(c) shall be registered in such names and
in such authorized denominations as the Depositary, pursuant to instructions
from its Participants or Indirect Participants or otherwise, shall instruct the
Trustee. The Trustee shall deliver such Securities to the Depositary for
delivery to the Persons in whose names such Securities are so registered.

     Global Securities may also be exchanged, in whole or in part, as provided
in Sections 2.06 and 2.07 hereof. A Global Security may not be exchanged for
another Security other than as provided in this Section 2.05(c); however,
beneficial interests in a Global Security may be transferred and exchanged as
provided in Section 2.05(d) or (e) hereof. The provisions of this Section
2.05(c) are subject to Section 2.11 hereof.

     (d)  Transfer and Exchange of Beneficial Interests in the Global
          -----------------------------------------------------------
Securities. The transfer and exchange of beneficial interests in the Global
----------
Securities of a series shall be effected through the Depositary, in accordance
with the provisions of this Indenture, any Board Resolution and any one or more
indentures supplemental hereto, and the Applicable Procedures. Beneficial
interests in the Restricted Global Securities of a series shall be subject to
restrictions on transfer comparable to those set forth herein to the extent
required by the Securities Act. Transfers of beneficial interests in the Global
Securities also shall require compliance with either subparagraph (1) or (2)
below, as applicable, as well as one or more of the other following
subparagraphs, as applicable:

          (1)  Transfer of Beneficial Interests in the Same Global Security.
               ------------------------------------------------------------
     Beneficial interests in any Restricted Global Security of a series may be
     transferred to Persons who take delivery thereof in the form of a
     beneficial interest in the same Restricted Global Security in accordance
     with the transfer restrictions set forth in the Private Placement Legend;
     provided, however, that prior to the expiration of the Distribution
     --------  -------
     Compliance Period with respect to a series involving Reg S Temporary Global
     Securities, transfers of beneficial interests in the Reg S Temporary Global
     Security of such series may not be made to a U.S. person (as such is
     defined in Regulation S) or for the account or benefit of a U.S. person
     (other than an initial purchaser of such Reg S Temporary Global Security).
     Beneficial interests in any Unrestricted Global Security of a series may be
     transferred to Persons who take delivery thereof in the form of a
     beneficial interest in an Unrestricted Global Security of such series. No
     written orders or instructions shall be required to be delivered to the
     Security Registrar to effect the transfers described in this Section
     2.05(d)(1).

                                       16

<PAGE>
          (2)  All Other Transfers and Exchanges of Beneficial Interests in
               ------------------------------------------------------------
     Global Securities. In connection with all transfers and exchanges of
     -----------------
     beneficial interests that are not subject to Section 2.05(d)(1) above, the
     transferor of such beneficial interest must deliver to the Security
     Registrar either (A)(1) an order from a Participant or an Indirect
     Participant given to the Depositary in accordance with the relevant
     Applicable Procedures directing the Depositary to credit or cause to be
     credited a beneficial interest in another Global Security of such series in
     an amount equal to the beneficial interest to be transferred or exchanged
     and (2) instructions given in accordance with the relevant Applicable
     Procedures containing information regarding the Participant account to be
     credited with such increase or (B)(1) an order from a Participant or an
     Indirect Participant given to the Depositary in accordance with the
     relevant Applicable Procedures directing the Depositary to cause to be
     issued a Definitive Security of such series in an amount equal to the
     beneficial interest to be transferred or exchanged and (2) instructions
     given by the Depositary to the Security Registrar containing information
     regarding the Person in whose name such Definitive Security shall be
     registered to effect the transfer or exchange referred to in (B)(1) above;
     provided, that in no event shall Definitive Securities of a series be
     --------
     issued upon the transfer or exchange of beneficial interests in the Reg S
     Temporary Global Security of such series prior to (y) the expiration of the
     relevant Distribution Compliance Period and (z) the receipt by the Security
     Registrar of any certificates identified by the Company or its counsel to
     be required pursuant to Rule 903 and Rule 904 under the Securities Act.
     Upon satisfaction of all the requirements for transfer and exchange of
     beneficial interests in Global Securities of a series contained in this
     Indenture, any Board Resolution, or one or more indentures supplemental
     hereto and the Securities of such series or otherwise applicable under the
     Securities Act, the Trustee shall adjust the principal amount of the
     relevant Global Security or Securities of such series pursuant to Section
     2.05(h) hereof.

          (3)  Transfer of Beneficial Interests to Another Restricted Global
               -------------------------------------------------------------
     Security. A beneficial interest in any Restricted Global Security of a
     --------
     series may be transferred to a Person who takes delivery thereof in the
     form of a beneficial interest in another Restricted Global Security of the
     same series if the transfer complies with the requirements of Section
     2.05(d)(2) above and the Security Registrar receives the following:

               (A)  if the transferee will take delivery in the form of a
          beneficial interest in a 144A Global Security of such series, then the
          transferor must deliver a certificate in the form of Exhibit A hereto,
          including the certifications in item (1) thereof; and

               (B)  if the transferee will take delivery in the form of a
          beneficial interest in a Reg S Temporary Global Security or the Reg S
          Permanent Global Security of such series, then the transferor must
          deliver a certificate in the form of Exhibit A hereto, including the
          certifications in item (2) thereof.

          (4)  Transfer and Exchange of Beneficial Interests in a Restricted
               -------------------------------------------------------------
     Global Security for Beneficial Interests in an Unrestricted Global
     ------------------------------------------------------------------
     Security. A beneficial interest in any Restricted Global Security of any
     --------
     series may be exchanged by any holder thereof

                                       17

<PAGE>

     for a beneficial interest in an Unrestricted Global Security of such series
     or transferred to a Person who takes delivery thereof in the form of a
     beneficial interest in an Unrestricted Global Security of such series if
     the exchange or transfer complies with the requirements of Section
     2.05(d)(2) above and the Security Registrar receives the following: (1) if
     the holder of such beneficial interest in a Restricted Global Security of
     such series proposes to exchange such beneficial interest for a beneficial
     interest in an Unrestricted Global Security of such series, a certificate
     from such holder in the form of Exhibit B hereto, including the
     certifications in item (1)(a) thereof; or (2) if the holder of such
     beneficial interest in a Restricted Global Security of such series proposes
     to transfer such beneficial interest to a Person who shall take delivery
     thereof in the form of a beneficial interest in an Unrestricted Global
     Security of such series, a certificate from such holder in the form of
     Exhibit A hereto, including the certifications in item (4) thereof; and, in
     each case set forth in this paragraph, an Opinion of Counsel in form, and
     from legal counsel, reasonably acceptable to the Security Registrar and the
     Company to the effect that such exchange or transfer is in compliance with
     the Securities Act and that the restrictions on transfer contained herein
     and in the Private Placement Legend are no longer required in order to
     maintain compliance with the Securities Act.

          If any such transfer is effected at a time when an Unrestricted Global
     Security of such series has not yet been issued, the Company shall issue
     and, upon receipt of an Authentication Order in accordance with Section
     2.04 hereof, the Trustee shall authenticate one or more Unrestricted Global
     Securities of such series in an aggregate principal amount equal to the
     aggregate principal amount of beneficial interests so transferred.
     Beneficial interests in an Unrestricted Global Security of a series cannot
     be exchanged for, or transferred to Persons who take delivery thereof in
     the form of, a beneficial interest in a Restricted Global Security of such
     series.

     (e)  Transfer or Exchange of Beneficial Interests for Definitive
          -----------------------------------------------------------
Securities.
----------

          (1)  Beneficial Interests in Restricted Global Securities to
               -------------------------------------------------------
     Restricted Definitive Securities. If any holder of a beneficial interest in
     --------------------------------
     a Restricted Global Security of a series proposes to exchange such
     beneficial interest for a Restricted Definitive Security of such series or
     to transfer such beneficial interest to a Person who takes delivery thereof
     in the form of a Restricted Definitive Security of such series, then, upon
     receipt by the Security Registrar of the following documentation:

               (A)  if the holder of such beneficial interest in a Restricted
          Global Security of such series proposes to exchange such beneficial
          interest for a Restricted Definitive Security of such series, a
          certificate from such holder in the form of Exhibit B hereto,
          including the certifications in item (2)(a) thereof;

               (B)  if such beneficial interest is being transferred to a QIB in
          accordance with Rule 144A under the Securities Act, a certificate to
          that effect set forth in Exhibit A hereto, including the
          certifications in item (1) thereof;

               (C)  if such beneficial interest is being transferred to a
          non-U.S. person in an offshore transaction in accordance with Rule 903
          or 904 under the Securities

                                       18

<PAGE>

          Act, a certificate to that effect set forth in Exhibit A hereto,
          including the certifications in item (2) thereof;

               (D)  if such beneficial interest is being transferred pursuant to
          an exemption from the registration requirements of the Securities Act
          in accordance with Rule 144 under the Securities Act, a certificate to
          that effect set forth in Exhibit A hereto, including the
          certifications in item (3)(a) thereof;

               (E)  if such beneficial interest is being transferred to an
          Institutional Accredited Investor in reliance on an exemption from the
          registration requirements of the Securities Act other than those
          listed in subparagraphs (B) through (D) above, a certificate to the
          effect set forth in Exhibit A hereto, including the certifications,
          certificates and Opinions of Counsel required by item (3) thereof, if
          applicable;

               (F)  if such beneficial interest is being transferred to the
          Company or any of its Subsidiaries, a certificate to that effect set
          forth in Exhibit A hereto, including the certifications in item (3)(b)
          thereof; or

               (G)  if such beneficial interest is being transferred pursuant to
          an effective registration statement under the Securities Act, a
          certificate to that effect set forth in Exhibit A hereto, including
          the certifications in item (3)(c) thereof,

     the Trustee shall cause the aggregate principal amount of the applicable
     Restricted Global Security of such series to be reduced accordingly
     pursuant to Section 2.05(h) hereof, and the Company shall execute and, upon
     receipt of an Authentication Order pursuant to Section 2.04, the Trustee
     shall authenticate and deliver to the Person designated in the instructions
     a Restricted Definitive Security of such series in the appropriate
     principal amount. Any Restricted Definitive Security of such series issued
     in exchange for a beneficial interest in a Restricted Global Security of
     such series pursuant to this Section 2.05(e) shall be registered in such
     name or names and in such authorized denomination or denominations as the
     holder of such beneficial interest shall instruct the Security Registrar
     through instructions from the Depositary for such series and the
     Participant or Indirect Participant. The Trustee shall deliver such
     Restricted Definitive Securities of such series to the Persons in whose
     names such Securities are so registered. Any Restricted Definitive Security
     of such series issued in exchange for a beneficial interest in a Restricted
     Global Security of such series pursuant to this Section 2.05(e)(1) shall
     bear the Private Placement Legend and shall be subject to all restrictions
     on transfer contained therein.

          (2)  Beneficial Interests in Restricted Global Securities to
               -------------------------------------------------------
     Unrestricted Definitive Securities. A holder of a beneficial interest in a
     ----------------------------------
     Restricted Global Security of a series may exchange such beneficial
     interest for an Unrestricted Definitive Security of such series or may
     transfer such beneficial interest to a Person who takes delivery thereof in
     the form of an Unrestricted Definitive Security of such series only if the
     Security Registrar receives the following: (1) if the holder of such
     beneficial interest in a Restricted Global Security of a series proposes to
     exchange such beneficial interest for a

                                       19

<PAGE>
     Definitive Security of such series that does not bear the Private Placement
     Legend, a certificate from such holder in the form of Exhibit B hereto,
     including the certifications in item (1)(b) thereof; or (2) if the holder
     of such beneficial interest in a Restricted Global Security of such series
     proposes to transfer such beneficial interest to a Person who shall take
     delivery thereof in the form of a Definitive Security of such series that
     does not bear the Private Placement Legend, a certificate from such holder
     in the form of Exhibit A hereto, including the certifications in item (4)
     thereof; and, in such case set forth in this paragraph, an Opinion of
     Counsel in form, and from legal counsel, reasonably acceptable to the
     Security Registrar and the Company to the effect that such exchange or
     transfer is in compliance with the Securities Act and that the restrictions
     on transfer contained herein and in the Private Placement Legend are no
     longer required in order to maintain compliance with the Securities Act.

          (3)  Beneficial Interests in Unrestricted Global Securities to
               ---------------------------------------------------------
     Unrestricted Definitive Securities. If any holder of a beneficial interest
     ----------------------------------
     in an Unrestricted Global Security of a series proposes to exchange such
     beneficial interest for an Unrestricted Definitive Security of such series
     or to transfer such beneficial interest to a Person who takes delivery
     thereof in the form of an Unrestricted Definitive Security of such series,
     then, upon satisfaction of the conditions set forth in Section 2.05(d)(2)
     hereof, the Trustee shall cause the aggregate principal amount of the
     applicable Unrestricted Global Security of such series to be reduced
     accordingly pursuant to Section 2.05(h) hereof, and the Company shall
     execute and, upon receipt of an Authentication Order in accordance with
     Section 2.04, the Trustee shall authenticate and deliver to the Person
     designated in the instructions an Unrestricted Definitive Security of such
     series in the appropriate principal amount. Any Unrestricted Definitive
     Security issued in exchange for a beneficial interest pursuant to this
     Section 2.05(e)(3) shall be registered in such name or names and in such
     authorized denomination or denominations as the holder of such beneficial
     interest shall instruct the Security Registrar through instructions from
     the Depositary for such series and the Participant or Indirect Participant.
     The Trustee shall deliver such Unrestricted Definitive Securities to the
     Persons in whose names such Securities are so registered. Any Unrestricted
     Definitive Security issued in exchange for a beneficial interest pursuant
     to this Section 2.05(e)(3) shall not bear the Private Placement Legend.

          (4)  Transfer or Exchange of Reg S Temporary Global Securities.
               ---------------------------------------------------------
     Notwithstanding the other provisions of this Section 2.05, a beneficial
     interest in the Reg S Temporary Global Security of a series may not be (A)
     exchanged for a Definitive Security of such series prior to (y) the
     expiration of the Distribution Compliance Period with respect to such
     series (unless such exchange is effected by the Company, does not require
     an investment decision on the part of the Holder thereof and does not
     violate the provisions of Regulation S) and (z) the receipt by the Security
     Registrar of any certificates identified by the Company or its counsel to
     be required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act or
     (B) transferred to a Person who takes delivery thereof in the form of a
     Definitive Security of such series prior to the events set forth in clause
     (A) above or unless the transfer is pursuant to an exemption from the
     registration requirements of the Securities Act other than Rule 903 or 904.

     (f)  Transfer and Exchange of Definitive Securities for Beneficial
          -------------------------------------------------------------
          Interests
          ---------

                                       20

<PAGE>

          (1)  Restricted Definitive Securities to Beneficial Interests in
               -----------------------------------------------------------
     Restricted Global Securities. If any Holder of a Restricted Definitive
     ----------------------------
     Security of a series proposes to exchange such Security for a beneficial
     interest in a Restricted Global Security of such series or to transfer such
     Restricted Definitive Securities of such series to a Person who takes
     delivery thereof in the form of a beneficial interest in a Restricted
     Global Security of such series, then, upon receipt by the Trustee of the
     following documentation:

               (A)  if the Holder of such Restricted Definitive Security of such
          series proposes to exchange such Security for a beneficial interest in
          a Restricted Global Security of such series, a certificate from such
          holder in the form of Exhibit B hereto, including the certifications
          in item (2)(b) thereof;

               (B)  if such Restricted Definitive Note is being transferred to a
          QIB in accordance with Rule 144A under the Securities Act, a
          certificate to that effect set forth in Exhibit A hereto, including
          the certifications in item (1) thereof; or

               (C)  if such Restricted Definitive Security of such series is
          being transferred to a non-U.S. person in an offshore transaction in
          accordance with Rule 903 or 904 under the Securities Act, a
          certificate to that effect set forth in Exhibit A hereto, including
          the certifications in item (2) thereof,

     the Trustee shall cancel the Restricted Definitive Security of such series,
     increase or cause to be increased the aggregate principal amount of, in the
     case of clause (A) above, the appropriate Restricted Global Security of
     such series, in the case of clause (B) above, the 144A Global Security of
     such series, and in the case of clause (C) above, the Reg S Global Security
     of such series.

          (2)  Restricted Definitive Securities to Beneficial Interests in
               -----------------------------------------------------------
     Unrestricted Global Securities. A Holder of a Restricted Definitive
     ------------------------------
     Security of a series may exchange such Security for a beneficial interest
     in an Unrestricted Global Security of such series or transfer such
     Restricted Definitive Security of such series to a Person who takes
     delivery thereof in the form of a beneficial interest in an Unrestricted
     Global Security of such series only if the Security Registrar receives the
     following: (1) if the Holder of such Restricted Definitive Securities of a
     series proposes to exchange such Securities for a beneficial interest in
     the Unrestricted Global Security of such series, a certificate from such
     Holder in the form of Exhibit B hereto, including the certifications in
     item (1)(c) thereof; or (2) if the Holder of such Restricted Definitive
     Securities of such series proposes to transfer such Securities to a Person
     who shall take delivery thereof in the form of a beneficial interest in the
     Unrestricted Global Security of such series, a certificate from such Holder
     in the form of Exhibit A hereto, including the certifications in item (4)
     thereof; and, in such case set forth in this paragraph, an Opinion of
     Counsel in form, and from legal counsel, reasonably acceptable to the
     Security Registrar and the Company to the effect that such exchange or
     transfer is in compliance with the Securities Act and that the restrictions
     on transfer contained herein and in the Private Placement Legend are no
     longer required in order to maintain compliance with the Securities Act.
     Upon satisfaction of the conditions of any of the subparagraphs in this
     Section 2.05(f)(2), the Trustee shall cancel the Restricted Definitive
     Securities of such series so transferred

                                       21

<PAGE>

     or exchanged and increase or cause to be increased the aggregate principal
     amount of the Unrestricted Global Security of such series.

     (3) Unrestricted Definitive Securities to Beneficial Interests in
         -------------------------------------------------------------
Unrestricted Global Securities. A Holder of an Unrestricted Definitive
------------------------------
Security of a series may exchange such Security for a beneficial interest in an
Unrestricted Global Security of such series or transfer such Definitive
Securities of such series to a Person who takes delivery thereof in the form of
a beneficial interest in an Unrestricted Global Security of such series at any
time. Upon receipt of a request for such an exchange or transfer, the Trustee
shall cancel the applicable Unrestricted Definitive Security and increase or
cause or be increased the aggregate principal amount of one of the Unrestricted
Global Securities of such series. If any such exchange or transfer from a
Definitive Security of a series to a beneficial interest is effected pursuant
to subparagraphs (2) or (3) of this Section 2.05(f) at a time when an
Unrestricted Global Security of such series has not yet been issued, the Company
shall issue and, upon receipt of an Authentication Order in accordance with
Section 2.04 hereof, the Trustee shall authenticate one or more Unrestricted
Global Securities of such series in an aggregate principal amount equal to the
principal amount of Definitive
Securities of such series so transferred.

     (g)  Transfer and Exchange of Definitive Securities for Definitive
          -------------------------------------------------------------
Securities. Upon request by a Holder of Definitive Securities of a series and
----------
such Holder's compliance with the provisions of this Section 2.05(g), the
Trustee shall register the transfer or exchange of Definitive Securities of such
series pursuant to the provisions of Section 2.05(a). In addition to the
requirements set forth in Section 2.05(a), the requesting Holder shall provide
any additional certifications, documents, and information, as applicable,
required pursuant to the following provisions of this Section 2.05(g).

          (1)  Restricted Definitive Securities to Restricted Definitive
               ---------------------------------------------------------
     Securities. Any Restricted Definitive Security of a series may be
     ----------
     transferred to and registered in the name of Persons who take delivery
     thereof in the form of a Restricted Definitive Security of such series if
     the Trustee receives the following:

               (A)  if the transfer will be made pursuant to Rule 144A under the
          Securities Act, then the transferor must deliver a certificate in the
          form of Exhibit A hereto, including the certifications in item (1)
          thereof;

               (B)  if the transfer will be made pursuant to Rule 903 or Rule
          904, then the transferor must deliver a certificate in the form of
          Exhibit A hereto, including the certifications in item (2) thereof;
          and

               (C)  if the transfer will be made pursuant to any other exemption
          from the registration requirements of the Securities Act, then the
          transferor must deliver a certificate in the form of Exhibit A hereto,
          including the certifications, certificates and Opinion of Counsel
          required by item (3) thereof, if applicable.

          (2)  Restricted Definitive Securities to Unrestricted Definitive
               -----------------------------------------------------------
     Securities. Any Restricted Definitive Security of a series may be exchanged
     ----------
     by the Holder thereof for an

                                       22

<PAGE>

          Unrestricted Definitive Security of such series or transferred to a
          Person or Persons who take delivery thereof in the form of an
          Unrestricted Definitive Security of such series if the Security
          Registrar receives the following: (1) if the Holder of such Restricted
          Definitive Securities of such series proposes to exchange such
          Securities for an Unrestricted Definitive Security of such series, a
          certificate from such Holder in the form of Exhibit B hereto,
          including the certifications in item (1)(d) thereof; or (2) if the
          Holder of such Restricted Definitive Securities proposes to transfer
          such Securities to a Person who shall take delivery thereof in the
          form of an Unrestricted Definitive Security of such series, a
          certificate from such Holder in the form of Exhibit A hereto,
          including the certifications in item (4) thereof; and, in such case
          set forth in this paragraph, an Opinion of Counsel in form, and from
          legal counsel, reasonably acceptable to the Trustee and the Company to
          the effect that such exchange or transfer is in compliance with the
          Securities Act and that the restrictions on transfer contained herein
          and in the Private Placement Legend are no longer required in order to
          maintain compliance with the Securities Act.

               (3)  Unrestricted Definitive Securities to Unrestricted
                    --------------------------------------------------
         Definitive Securities. A Holder of Unrestricted Definitive Securities
         ---------------------
         of a series may transfer such Securities to a Person who takes delivery
         thereof in the form of an Unrestricted Definitive Security of such
         series in accordance with subsection (a) hereof. Upon receipt of a
         request to register such a transfer, the Security Registrar shall
         register the Unrestricted Definitive Securities of such series pursuant
         to the instructions from the Holder thereof.

         (h)   Cancellation and/or Adjustment of Global Securities. At such time
               ---------------------------------------------------
as all beneficial interests in a particular Global Security of a series have
been exchanged for Definitive Securities of such series or a particular Global
Security of a series has been redeemed, repurchased or cancelled in whole and
not in part, each such Global Security of such series shall be returned to or
retained and cancelled by the Trustee in accordance with Section 2.08 hereof. At
any time prior to such cancellation, if any beneficial interest in a Global
Security of such series is exchanged for or transferred to a Person who will
take delivery thereof in the form of a beneficial interest in another Global
Security of such series or for Definitive Securities of such series, the
principal amount of Securities of such series represented by such Global
Security shall be reduced accordingly and an endorsement may be made on such
Global Security by the Trustee or by the Depositary at the direction of the
Trustee to reflect such reduction; and if the beneficial interest is being
exchanged for or transferred to a Person who will take delivery thereof in the
form of a beneficial interest in another Global Security of such series, such
other Global Security shall be increased accordingly and an endorsement may be
made on such Global Security by the Trustee or by the Depositary at the
direction of the Trustee to reflect such increase.

         (i)   No Exchange or Transfer. The Company shall not be required (i) to
               -----------------------
issue, exchange or register the transfer of any Securities during a period
beginning at the opening of business 15 days before the day of the mailing of a
notice of redemption of less than all the Outstanding Securities of the same
series and ending at the close of business on the day of such mailing, (ii) to
register the transfer of or exchange any Securities of any series or portions
thereof called for redemption, nor (iii) to register the transfer of or exchange
a Security of any series between the applicable record date pursuant to Section
2.01(a)(5) and the next succeeding Interest Payment Date.

                                       23

<PAGE>

Section 2.06  Temporary Securities.
              --------------------

     Pending the preparation of definitive Securities of any series, the Company
may execute, and the Trustee shall authenticate and deliver, temporary
Securities (printed, lithographed or typewritten) of any authorized
denomination. Such temporary Securities shall be substantially in the form of
the definitive Securities in lieu of which they are issued, but with such
omissions, insertions and variations as may be appropriate for temporary
Securities, all as may be determined by the Company. Every temporary Security of
any series shall be executed by the Company and be authenticated by the Trustee
upon the same conditions and in substantially the same manner, and with like
effect, as the definitive Securities of such series. Without unnecessary delay
the Company will execute and will furnish definitive Securities of such series
and thereupon any or all temporary Securities of such series may be surrendered
in exchange therefor (without charge to the holders), at the office or agency of
the Company maintained for the purpose of exchanges of Securities of such
series, and the Trustee shall authenticate and such office or agency shall
deliver in exchange for such temporary Securities an equal aggregate principal
amount of definitive Securities of such series, unless the Company advises the
Trustee to the effect that definitive Securities need not be executed and
furnished until further notice from the Company. Until so exchanged, temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of such series authenticated and
delivered hereunder.

Section 2.07  Mutilated, Destroyed, Lost or Stolen Securities.
              -----------------------------------------------

     In case any temporary or definitive Security shall become mutilated or be
destroyed, lost or stolen, the Company (subject to the next succeeding sentence)
shall execute, and upon the Company's request the Trustee (subject to the next
succeeding sentence) shall authenticate and deliver, a new Security of the same
series, bearing a number not contemporaneously Outstanding in exchange and
substitution for the mutilated Security, or in lieu of and in substitution for
the Security so destroyed, lost or stolen. In every case the applicant for a
substituted Security shall furnish to the Company and the Trustee such security
or indemnity as may be required by them to save each of them harmless, and, in
every case of destruction, loss or theft, the applicant shall also furnish to
the Company and the Trustee evidence to their satisfaction of the destruction,
loss or theft of the applicant's Security and of the ownership thereof. The
Trustee may authenticate any such substituted Security and deliver the same upon
the written request or authorization of any Officer. Upon the issuance of any
substituted Security, the Company may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trustee)
connected therewith. In case any Security that has matured or is about to mature
shall become mutilated or be destroyed, lost or stolen, the Company may, instead
of issuing a substitute Security, pay or authorize the payment of the same
(without surrender thereof except in the case of a mutilated Security) if the
applicant for such payment shall furnish to the Company and the Trustee such
security or indemnity as they may require to save them harmless, and, in case of
destruction, loss or theft, evidence to the satisfaction of the Company and the
Trustee of the destruction, loss or theft of such Security and of the ownership
thereof.

     Every replacement Security issued pursuant to the provisions of this
Section 2.07 shall constitute an additional contractual obligation of the
Company whether or not the mutilated,

                                       24

<PAGE>

destroyed, lost or stolen Security shall be found at any time, or be enforceable
by anyone, and shall be entitled to all the benefits of this Indenture equally
and proportionately with any and all other Securities of the same series duly
issued hereunder. All Securities shall be held and owned upon the express
condition that the foregoing provisions are exclusive with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities, and
shall preclude (to the extent lawful) any and all other rights or remedies,
notwithstanding any law or statute existing or hereafter enacted to the contrary
with respect to the replacement or payment of negotiable instruments or other
securities without their surrender.

Section 2.08  Cancellation.
              ------------

     All Securities surrendered for the purpose of payment, redemption, exchange
or registration of transfer shall, if surrendered to the Company or any paying
agent, be delivered to the Trustee for cancellation, or, if surrendered to the
Trustee, shall be cancelled by it, and no Securities shall be issued in lieu
thereof except as expressly required or permitted by any of the provisions of
this Indenture. On written request of the Company at the time of such surrender,
the Trustee shall deliver to the Company canceled Securities held by the
Trustee. In the absence of such request the Trustee may dispose of canceled
Securities in accordance with its standard procedures and deliver a certificate
of disposition to the Company. If the Company shall otherwise acquire any of the
Securities, however, such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented by such Securities unless and until
the same are delivered to the Trustee for cancellation.

Section 2.09  Benefits of Indenture.
              ---------------------

     Nothing in this Indenture or in the Securities, express or implied, shall
give or be construed to give to any Person, other than the parties hereto and
the holders of the Securities (and the holders of unsubordinated indebtedness of
the Company to the extent necessary to give effect to the subordination
provisions referred to in Article XIV), any legal or equitable right, remedy or
claim under or in respect of this Indenture, or under any covenant, condition or
provision herein contained; all such covenants, conditions and provisions being
for the sole benefit of the parties hereto and of the holders of the Securities
(and the holders of unsubordinated indebtedness of the Company to the extent
necessary to give effect to the subordination provisions referred to in Article
XIV).

Section 2.10  Authenticating Agent.
              --------------------

     So long as any of the Securities of any series remain Outstanding there may
be an Authenticating Agent for any or all such series of Securities which the
Trustee shall have the right to appoint. Said Authenticating Agent shall be
authorized to act on behalf of the Trustee to authenticate Securities of such
series, including Securities issued upon exchange, transfer or partial
redemption thereof, and Securities so authenticated shall be entitled to the
benefits of this Indenture and shall be valid and obligatory for all purposes as
if authenticated by the Trustee hereunder. All references in this Indenture to
the authentication of Securities by the Trustee shall be deemed to include
authentication by an Authenticating Agent for such series. Each Authenticating
Agent shall be acceptable to the Company and shall be a corporation that has a
combined capital and surplus, as most recently reported or determined by it,
sufficient under the

                                       25

<PAGE>

laws of any jurisdiction under which it is organized or in which it is doing
business to conduct a trust business, and that is otherwise authorized under
such laws to conduct such business and is subject to supervision or examination
by Federal or State authorities. If at any time any Authenticating Agent shall
cease to be eligible in accordance with these provisions, it shall resign
immediately. Any Authenticating Agent may at any time resign by giving written
notice of resignation to the Trustee and to the Company. The Trustee may at any
time (and upon request by the Company shall) terminate the agency of any
Authenticating Agent by giving written notice of termination to such
Authenticating Agent and to the Company. Upon resignation, termination or
cessation of eligibility of any Authenticating Agent, the Trustee may appoint an
eligible successor Authenticating Agent acceptable to the Company. Any successor
Authenticating Agent, upon acceptance of its appointment hereunder, shall become
vested with all the rights, powers and duties of its predecessor hereunder as if
originally named as an Authenticating Agent pursuant hereto.

Section 2.11  Global Securities.
              -----------------

     (a)      General. If the Company shall establish pursuant to Section 2.01
              -------
that the Securities of a particular series are to be issued as a Global
Security, then the Company shall execute and the Trustee shall, in accordance
with Section 2.04, authenticate, a Global Security that (i) shall represent, and
shall be denominated in an amount equal to the aggregate principal amount of,
all of the Outstanding Securities of such series, (ii) shall be registered in
the name of the Depositary or its nominee and (iii) shall be delivered to the
Trustee as custodian for the Depositary or otherwise delivered pursuant to the
Depositary's instructions. Global Securities may be issued in either temporary
or permanent form.

     (b)      Euroclear and Clearstream Procedures Applicable. The provisions of
              -----------------------------------------------
the Operating Procedures of the Euroclear System" and the "Terms and Conditions
Governing Use of Euroclear" and the "General Terms and Conditions of Clearstream
Banking" and "Customer Handbook" of Clearstream, respectively, in effect at the
relevant time shall be applicable to transfers of beneficial interests in the
Reg S Global Securities of such series that are held by Participants through
Euroclear or Clearstream.

Section 2.12  CUSIP Numbers.
              -------------

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

                                       26

<PAGE>

Section 2.13  Securities Denominated in Foreign Currencies.
              --------------------------------------------

     Except as otherwise specified pursuant to Section 2.01 for Securities of
any series, payment of the principal of (and premium, if any) and interest on,
Securities of such series denominated in any Currency will be made in Dollars.

     For the purposes of calculating the principal amount of Securities of any
series denominated in a Foreign Currency or in units of two or more Foreign
Currencies (including European Currency Units) for any purpose under this
Indenture, the principal amount of such Securities at any time Outstanding shall
be deemed to be the Dollar Equivalent of such principal amount as of the date of
any such calculation.

     In the event any Foreign Currency or Currencies or units of two or more
Currencies in which any payment with respect to any series of Securities may be
made ceases to be a freely convertible Currency on United States Currency
markets, for any date thereafter on which payment of principal of, or premium,
if any, or interest on, the Securities of a series is due, the Company shall
select the Currency of payment for use on such date, all as provided in the
Securities of such series, in a Board Resolution or in one or more indentures
supplemental hereto. In such event, the Company shall notify the Trustee of the
Currency which it has selected to constitute the funds necessary to meet the
Company's obligations on such payment date and of the amount of such Currency to
be paid. Such amount shall be determined as provided in the Securities of such
series, in a Board Resolution or in one or more indentures supplemental hereto.
The payment with respect to such payment date shall be deposited with the
Trustee by the Company solely in the Currency so selected.

Section 2.14  Wire Transfers.
              --------------

     Notwithstanding any other provision to the contrary in this Indenture, the
Company may make any payment of monies required to be deposited with the Trustee
on account of principal of, or premium, if any, or interest on, the Securities
(whether pursuant to optional or mandatory redemption payments, interest
payments or otherwise) by wire transfer in immediately available funds to an
account designated by the Trustee on or before the date such moneys are to be
paid to the Holders of the Securities in accordance with the terms hereof.

Section 2.15  Judgments.
              ---------

     The Company may provide pursuant to Section 2.01 for Securities of any
series that (a) the obligation, if any, of the Company to pay the principal of
(and premium, if any) and interest on, the Securities of any series in a Foreign
Currency or Dollars (the "Designated Currency") as may be specified pursuant to
Section 2.01(a)(12) is of the essence and agrees that, to the fullest extent
possible under applicable law, judgments in respect of Securities of such series
shall be given in the Designated Currency; (b) the obligation of the Company to
make payments in the Designated Currency of the principal of (and premium, if
any) and interest on, such Securities shall, notwithstanding any payment in any
other Currency (whether pursuant to a judgment or otherwise), be discharged only
to the extent of the amount in the Designated Currency that the Securityholder
receiving such payment may, in accordance with normal banking procedures,
purchase with the sum paid in such other Currency (after any premium and cost of
exchange) on the business day in the country of issue of the Designated Currency
or in the international banking community (in the case of a composite currency)
immediately following the day on

                                       27

<PAGE>

which such Securityholder receives such payment; (c) if the amount in the
Designated Currency that may be so purchased for any reason falls short of the
amount originally due, the Company shall pay such additional amounts as may be
necessary to compensate for such shortfall; and (d) any obligation of the
Company not discharged by such payment shall be due as a separate and
independent obligation and, until discharged as provided herein, shall continue
in full force and effect.

                                  ARTICLE III.

              REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS

Section 3.01  Redemption.
              ----------

     The Company may redeem the Securities of any series issued hereunder on and
after the dates and in accordance with the terms established for such series
pursuant to Section 2.01 hereof.

Section 3.02  Notice of Redemption.
              --------------------

     (a)      If the Company desires to exercise such right to redeem all or, as
the case may be, a portion of the Securities of any series, the Company shall,
or shall cause the Trustee to, give notice of such redemption to holders of the
Securities of such series to be redeemed by mailing, first class postage
prepaid, a notice of such redemption not less than 30 days and not more than 90
days before the date fixed for redemption of that series to such holders at
their last addresses as they shall appear upon the Security Register (unless a
shorter period is specified in the Securities to be redeemed). Any notice that
is mailed in the manner herein provided shall be conclusively presumed to have
been duly given, whether or not the registered holder receives the notice. In
any case, failure duly to give such notice to the holder of any Security of any
series designated for redemption in whole or in part, or any defect in the
notice, shall not affect the validity of the proceedings for the redemption of
any other Securities of such series or any other series. In the case of any
redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with any such restriction.

     Each such notice of redemption shall specify the date fixed for redemption
and the redemption price at which Securities of that series are to be redeemed,
and shall state that payment of the redemption price of such Securities to be
redeemed will be made at the office or agency of the Company maintained for such
purpose, or, if none, at the Corporate Trust Office of the Trustee, upon
presentation and surrender of such Securities, that interest accrued to the date
fixed for redemption will be paid as specified in said notice, that from and
after said date interest will cease to accrue, that the redemption is for a
sinking fund, if such is the case. If less than all the Securities of a series
are to be redeemed, the notice to the holders of Securities of that series to be
redeemed in whole or in part shall specify the particular Securities to be so
redeemed. In case any Security is to be redeemed in part only, the notice that
relates to such Security shall state the portion of the principal amount thereof
to be redeemed, and shall state that on and after

                                       28

<PAGE>

the redemption date, upon surrender of such Security, a new Security or
Securities of such series in principal amount equal to the unredeemed portion
thereof will be issued.

     (b)      If less than all the Securities of a series are to be redeemed,
the Company shall give the Trustee at least 45 days' notice in advance of the
date fixed for redemption as to the aggregate principal amount of Securities of
the series to be redeemed, and thereupon the Trustee shall select from
Securities of such series Outstanding not previously called for redemption, in
accordance with a method that it shall deem appropriate and fair (in such manner
as complies with applicable legal and stock exchange requirements, if any) and
that may provide for the selection of a portion or portions (equal to One
Thousand U.S. Dollars ($1,000) or any integral multiple thereof) of the
principal amount of such Securities of such series of a denomination larger than
$1,000, the Securities of such series to be redeemed and shall thereafter
promptly notify the Company in writing of the numbers of the Securities of such
series to be redeemed, in whole or in part.

     The Company may, if and whenever it shall so elect, by delivery of
instructions signed on its behalf by any of its Officers, instruct the Trustee
or any paying agent to call all or any part of the Securities of a particular
series for redemption and to give notice of redemption in the manner set forth
in this Section 3.02, such notice to be in the name of the Company or its own
name, as the Trustee or such paying agent may deem advisable. In any case in
which notice of redemption is to be given by the Trustee or any such paying
agent, the Company shall deliver or cause to be delivered to, or permit to
remain with, the Trustee or such paying agent, as the case may be, such Security
Register, transfer books or other records, or suitable copies or extracts
therefrom, sufficient to enable the Trustee or such paying agent to give any
notice by mail that may be required under the provisions of this Section 3.02.

Section 3.03  Payment Upon Redemption.
              -----------------------

     (a)      If the giving of notice of redemption shall have been completed as
above provided, the Securities or portions of Securities of the series to be
redeemed 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, in each case as
established pursuant to Section 2.01; interest on such Securities or
portions of Securities shall cease to accrue on and after the date fixed for
redemption, unless the Company shall default in the payment of such redemption
price and accrued interest with respect to any such Security or portion thereof.
On presentation and surrender of such Securities on or after the date fixed for
redemption at the place of payment specified in the notice, said Securities
shall be paid and redeemed at the applicable redemption price for such series,
together with interest accrued thereon to the date fixed for redemption (but if
the date fixed for redemption is an Interest Payment Date, the interest
installment payable on such date shall be payable to the registered holder at
the close of business on the applicable record date pursuant to Section
2.01.

     (b)      Upon presentation of any Security of such series that is to be
redeemed in part only, the Company shall execute and the Trustee shall
authenticate, and the office or agency where the Security is presented shall
deliver to the holder thereof, at the expense of the Company, a new Security of
the same series and tenor of authorized denominations in principal amount

                                       29

<PAGE>

equal to the unredeemed portion of the Security so presented; except that if a
Global Security is so surrendered, the Company shall execute, and, upon receipt
of an Officers' Certificate requesting authentication and delivery, the Trustee
shall authenticate and deliver to the Depositary for such Global Security,
without service charge, a new Global Security of like tenor in a denomination
equal to and in exchange for the unredeemed portion of the principal of the
Global Security so surrendered.

Section 3.04  Sinking Fund.
              ------------

         The provisions of Sections 3.04, 3.05 and 3.06 shall be applicable to
any sinking fund for the retirement of Securities of a series, except as
otherwise specified as contemplated by Section 2.01 for Securities of such
series.

         The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment," and any payment in excess of such minimum amount provided for by
the terms of Securities of any series is herein referred to as an "optional
sinking fund payment." If provided for by the terms of Securities of any series,
the cash amount of any sinking fund payment may be subject to reduction as
provided in Section 3.05. Each sinking fund payment shall be applied to the
redemption of Securities of any series as provided for by the terms of
Securities of such series.

Section 3.05  Satisfaction of Sinking Fund Payments with Securities.
              -----------------------------------------------------

         The Company (i) may deliver Outstanding Securities of a series (other
than any Securities previously called for redemption) and (ii) may apply as a
credit Securities of a series that have been redeemed either at the election of
the Company pursuant to the terms of such Securities or through the application
of permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of such series required to be made
pursuant to the terms of such Securities, provided that such Securities have not
been previously so credited. Such Securities shall be received and credited for
such purpose by the Trustee at the redemption price specified in such Securities
for redemption through operation of the sinking fund and the amount of such
sinking fund payment shall be reduced accordingly.

Section 3.06  Redemption of Securities for Sinking Fund.
              -----------------------------------------

         Not less than 45 days prior to each sinking fund payment date for any
series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of the series, the portion thereof, if any,
that is to be satisfied by payment of cash in the Currency in which the
Securities of such series are denominated (except as provided pursuant to
Section 2.01), the portion thereof, if any, that is to be satisfied by
delivering and crediting Securities of that series pursuant to Section 3.05 and
the basis for such credit and will, together with such Officers' Certificate,
deliver to the Trustee any Securities to be so delivered. Not less than 30 days
before each such sinking fund payment date the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 3.02 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the manner

                                       30

<PAGE>

provided in Section 3.02. Such notice having been duly given, the redemption of
such Securities shall be made upon the terms and in the manner stated in Section
3.03.

                                   ARTICLE IV.

                                CERTAIN COVENANTS

Section 4.01 Payment of Principal, Premium and Interest.
             ------------------------------------------

         The Company will duly and punctually pay or cause to be paid the
principal of (and premium, if any) and interest on the Securities of a series at
the time and place and in the manner provided herein and established with
respect to such Securities.

         The Company shall pay interest on overdue principal at the rate
specified therefore in the Securities and it shall pay interest on overdue
installments of interest at the same rate to the extent lawful.

Section 4.02 Maintenance of Office or Agency.
             -------------------------------

         So long as any series of the Securities remain Outstanding, the Company
will maintain for any series of Securities an office or agency where Securities
of such series may be presented or surrendered for payment, where Securities of
such series may be surrendered for transfer or exchange and where notices and
demands to or upon the Company in respect of the Securities of such series and
this Indenture may be given or served, such designation to continue with respect
to each office or agency until the Company shall, by written notice signed by
any Officer and delivered to the trustee, designate some other office or agency
for such purposes or any of them. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the Corporate Trust Office of the Trustee, and the
Company hereby appoints the Trustee as its agent to receive all presentations,
surrenders, notices and demands.

Section 4.03 Paying Agents.
             -------------

         (a) The Company may appoint one or more paying agents for all or any
series of the Securities, other than the Trustee. If the Company fails to
appoint or maintain another entity as paying agent, the Trustee shall act as
such. The Company or any of its Subsidiaries may act as paying agent.

         (b) The Company shall require each paying agent other than the Trustee
to agree in writing that the paying agent will hold in trust for the benefit of
Securityholders or the Trustee all money held by the paying agent for the
payment of principal or interest on the Securities, and will promptly notify the
Trustee in writing of any default by the Company in making any such payment.
While any such default continues, the Trustee may require a paying agent to pay
all money held by it to the Trustee. The Company at any time may require a
paying agent to pay all money held by it to the Trustee. Upon payment over to
the Trustee, the paying agent (if other than the Company or a Subsidiary) shall
have no further liability for the money. If the Company

                                       31

<PAGE>

or a Subsidiary acts as paying agent, it shall segregate and hold in a separate
trust fund for the benefit of the Securityholders all money held by it as paying
agent.

         (c) Notwithstanding anything in this Section to the contrary, (i) the
agreement to hold sums in trust as provided in this Section 4.03 is subject to
the provisions of Section 11.06, and (ii) the Company may at any time, for the
purpose of obtaining the satisfaction and discharge or defeasance of this
Indenture or for any other purpose, pay, or direct any paying agent to pay, to
the Trustee all sums held in trust by the Company or such paying agent, such
sums to be held by the Trustee upon the same terms and conditions as those upon
which such sums were held by the Company or such paying agent; and, upon such
payment by any paying agent to the Trustee, such paying agent shall be released
from all further liability with respect to such money.

Section 4.04 Compliance with Laws, Taxes.
             ---------------------------

         The Company shall, and shall cause each of its Subsidiaries to, comply
with all statutes, laws, ordinances, or government rules and regulations to
which it is subject, noncompliance with which would materially adversely affect
the business, earnings, properties, assets or financial condition of the Company
and its Subsidiaries taken as a whole. The Company shall, and shall cause each
of its Subsidiaries to, pay prior to delinquency all taxes, assessments, and
governmental levies except as contested in good faith and by appropriate
proceedings.

Section 4.05 Corporate Existence.
             -------------------

         Subject to Article Ten hereof, the Company will do or cause to be done
all things necessary to preserve and keep in full force and effect its corporate
existence in accordance with its organizational documents.

Section 4.06 Statement by Officers as to Default.
             -----------------------------------

         The Company, so long as any Securities are Outstanding, will deliver to
the Trustee, within 120 days after the end of each fiscal year of the Company
ending after the date hereof, an Officers' Certificate signed by its principal
executive officer, principal financial officer or principal accounting officer
stating whether or not to the best knowledge of the signer thereof the Company
is in default in the performance and observance of any of the terms, provisions
and conditions of this Indenture, and if the Company shall be in default,
specifying all such defaults and the nature and status thereof of which they may
have knowledge.

         The Company, so long as any Securities are Outstanding, shall promptly
deliver to the Trustee, forthwith upon any Officer becoming aware of the
occurrence of any Event of Default or an event which, with notice or the lapse
of time or both, would constitute an Event of Default, an Officers' Certificate
specifying such Event of Default or Default and the action which the Company
proposes to make with respect thereto.

Section 4.07 Waiver of Certain Covenants
             ---------------------------

         The Company may omit in any particular instance to comply with any
term, provision or condition set forth in Sections 4.04 and 4.05 with respect to
the Securities of any series if before or after the time for such compliance the
Securityholders of at least a majority in principal

                                       32

<PAGE>

amount of all Outstanding Securities of such series, by act of such
Securityholders, either waive such compliance in such instance or generally
waive compliance with such covenant or condition, but no such waiver shall
extend to or affect such covenant or condition except to the extent so expressly
waived, and, until such waiver shall become effective, the obligations of the
Company and the duties of the Trustee in respect of any such term, provision or
condition shall remain in full force and effect.

Section 4.08 Appointment to Fill Vacancy in Office of Trustee.
             ------------------------------------------------

         The Company, whenever necessary to avoid or to fill a vacancy in the
office of Trustee, will appoint, in the manner provided in Section 7.10, a
Trustee, so that there shall be at all times a Trustee hereunder.

                                   ARTICLE V.

        SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

Section 5.01 Company to Furnish Trustee Names and Addresses of Securityholders.
             -----------------------------------------------------------------

         The Company will furnish or cause to be furnished to the Trustee (a)
semi-annually at least seven Business Days before each Interest Payment Date for
a series of Securities (and in all events at intervals of not more than six
months) a list, in such form as the Trustee may reasonably require, of the names
and addresses of the holders of each series of Securities as of such date,
provided that the Company shall not be obligated to furnish or cause to furnish
such list at any time that the list shall not differ in any respect from the
most recent list furnished to the Trustee by the Company and (b) at such other
times as the Trustee may require in writing within 30 days after the receipt by
the Company of any such request, a list of similar form and content as of a date
not more than 15 days prior to the time such list is furnished; provided,
however, that, in either case, no such list need be furnished for any series for
which the Trustee shall be the Security Registrar.

Section 5.02 Preservation of Information; Communications with Securityholders.
             ----------------------------------------------------------------

         (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the holders of
Securities contained in the most recent list furnished to it as provided in
Section 5.01 and as to the names and addresses of holders of Securities received
by the Trustee in its capacity as Security Registrar (if acting in such
capacity).

         (b) Securityholders may communicate as provided in Section 312(b) of
the Trust Indenture Act with other Securityholders with respect to their rights
under this Indenture or under the Securities.

                                       33

<PAGE>

Section 5.03 Reports by the Company.
             ----------------------

         (a) The Company covenants and agrees to file with the Trustee, within
15 days after the Company is required to file with the Commission, copies of the
annual reports and of the information, documents and other reports (or copies of
such portions of any of the foregoing as the Commission may from time to time by
rules and regulations prescribe) that the Company may be required to file with
the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or,
if the Company is not required to file information, documents or reports
pursuant to either such Sections, then to file with the Trustee and the
Commission, in accordance with the rules and regulations prescribed from time to
time by the Commission, such of the supplementary and periodic information,
documents and reports that may be required pursuant to Section 13 of the
Exchange Act, in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules and
regulations.

         (b) The Company covenants and agrees to file with the Trustee and the
Commission, in accordance with the rules and regulations prescribed from time to
time by the Commission, such additional information, documents and reports with
respect to compliance by the Company with the conditions and covenants provided
for in this Indenture as may be required from time to time by such rules and
regulations.

         (c) The Company covenants and agrees to transmit by mail, first class
postage prepaid, or reputable overnight delivery service that provides for
evidence of receipt, to the Securityholders, as their names and addresses appear
upon the Security Register, within 30 days after the filing thereof with the
Trustee, such summaries of any information, documents and reports required to be
filed by the Company pursuant to the subsections (a) and (b) of this Section
5.03 as may be required by rules and regulations prescribed from time to time by
the Commission.

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

         (e) For so long as any Restricted Securities remain outstanding, the
Company shall make available (which shall include filings by EDGAR) to all
Securityholders and to securities analysts and prospective investors, upon their
request, the information required to be delivered pursuant to Rule 144A(d)(4)
under the Securities Act.

Section 5.04 Reports by the Trustee.
             ----------------------

         (a) Within 60 days after each August 15 beginning with the August 15
following the date of this Indenture, the Trustee shall transmit by mail, first
class postage prepaid, to the Securityholders, as their names and addresses
appear upon the Security Register, a brief report dated as of the fifteenth day
before the end of such fiscal year, if and to the extent required under Section
313(a) of the Trust Indenture Act. The Trustee shall comply with Section 313(b)
and 313(c) of the Trust Indenture Act.

                                       34

<PAGE>

         (b) A copy of each such report shall, at the time of such transmission
to Securityholders, be filed by the Trustee with the Company, with each stock
exchange upon which any Securities are listed (if so listed) and also with the
Commission. The Company agrees to notify the Trustee when any Securities become
listed on any stock exchange or delisted therefrom.

                                   ARTICLE VI.

         REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

Section 6.01 Events of Default.
             -----------------

         (a) Whenever used herein with respect to Securities of a particular
series, "Event of Default" means any one or more of the following events that
has occurred and is continuing:

              (1) the Company defaults in the payment of any installment of
interest upon any of the Securities of that series, as and when the same shall
become due and payable, and continuance of such default for a period of 90 days;
provided, however, that a valid extension of an interest payment period by the
--------  -------
Company in accordance with the terms of any indenture supplemental hereto shall
not constitute a default in the payment of interest for this purpose;

              (2) the Company defaults in the payment of the principal of (or
premium, if any, on) any of the Securities of that series as and when the same
shall become due and payable whether at maturity, upon redemption, by
declaration or otherwise, or in any payment required by any sinking or analogous
fund established with respect to that series; provided, however, that a valid
                                              --------  -------
extension of the maturity of such Securities in accordance with the terms of any
indenture supplemental hereto shall not constitute a default in the payment of
principal or premium, if any;

              (3) the Company fails to observe or perform any other of its
covenants or agreements with respect to that series contained in this Indenture
or otherwise established with respect to that series of Securities pursuant to
Section 2.01 hereof (other than a covenant or agreement that has been expressly
included in this Indenture solely for the benefit of one or more series of
Securities other than such series) for a period of 90 days after the date on
which written notice of such failure, requiring the same to be remedied and
stating that such notice is a "Notice of Default" hereunder, shall have been
given to the Company by the Trustee, by registered or certified mail, or to the
Company and the Trustee by the holders of at least 25% in principal amount of
the Securities of that series at the time Outstanding;

              (4) the Company pursuant to or within the meaning of any
Bankruptcy Law (i) commences a voluntary case, (ii) consents to the entry of an
order for relief against it in an involuntary case, (iii) consents to the
appointment of a Custodian of it or for all or substantially all of its property
or (iv) makes a general assignment for the benefit of its creditors; or

              (5) a court of competent jurisdiction enters an order under any
Bankruptcy Law that (i) is for relief against the Company in an involuntary
case, (ii) appoints a Custodian of the Company for all or substantially all of
the Company's properties, or (iii) orders the

                                       35

<PAGE>

liquidation of the Company, and, in either of the above cases, the order or
decree remains unstayed and in effect for 90 days.

         (b) In each and every such case, unless the principal of all the
Securities of that series 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 that series then Outstanding hereunder, by notice in writing to
the Company (and to the Trustee if given by such Securityholders), may declare
the unpaid principal of all the Securities of that series to be due and payable
immediately, and upon any such declaration the same shall become and shall be
immediately due and payable, notwithstanding anything contained in this
Indenture or in the Securities of that series or established with respect to
that series pursuant to Section 2.01 to the contrary.

         (c) At any time after the principal of the Securities of that series
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 holders of a majority in aggregate principal amount of
the Securities of that series then Outstanding hereunder, by written notice to
the Company and the Trustee, may rescind and annul such declaration and its
consequences if: (i) the Company has paid or deposited with the Trustee a sum
sufficient to pay all matured installments of interest upon all the Securities
of that series and the principal of (and premium, if any) on any and all
Securities of that series that shall have become due otherwise than by
acceleration (with interest upon such principal (and premium, if any) and, to
the extent that such payment is enforceable under applicable law, upon overdue
installments of interest, at the rate per annum expressed in the Securities of
that series to the date of such payment or deposit), and (ii) any and all Events
of Default under the Indenture with respect to such series, other than the
nonpayment of principal on Securities of that series that shall not have become
due by their terms, shall have been remedied or waived as provided in Section
6.06.

         No such rescission and annulment shall extend to or shall affect any
subsequent default or impair any right consequent thereon.

         (d) In case the Trustee shall have proceeded to enforce any right with
respect to Securities of that series under this Indenture and such proceedings
shall have been discontinued or abandoned because of such rescission or
annulment or for any other reason or shall have been determined adversely to the
Trustee, then and in every such case the Company and the Trustee shall be
restored respectively to their former positions and rights hereunder, and all
rights, remedies and powers of the Company and the Trustee shall continue as
though no such proceedings had been taken.

Section 6.02 Collection of Indebtedness and Suits for Enforcement by Trustee.
             ---------------------------------------------------------------

         (a) The Company covenants that (i) in case it shall default in the
payment of any installment of interest on any of the Securities of a series, or
any payment required by any sinking or analogous fund established with respect
to that series as and when the same shall have become due and payable, and such
default shall have continued for a period of 90 Business Days, or (ii) in case
it shall default in the payment of the principal of (or premium, if any, on) any
of the Securities of a series when the same shall have become due and payable,
whether upon maturity of the Securities of a series or upon redemption or upon
declaration or otherwise, then,

                                       36

<PAGE>

upon demand of the Trustee, the Company will pay to the Trustee, for the benefit
of the holders of the Securities of that series, the whole amount that then
shall have been become due and payable on all such Securities for principal (and
premium, if any) or interest, or both, as the case may be, with interest upon
the overdue principal (and premium, if any) and (to the extent that payment of
such interest is enforceable under applicable law) upon overdue installments of
interest at the rate per annum expressed in the Securities of that series; and,
in addition thereto, such further amount as shall be sufficient to cover the
costs and expenses of collection, and the amount payable to the Trustee under
Section 7.06.

         (b) If the Company shall fail to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any action or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceeding to judgment or final decree, and may enforce any such
judgment or final decree against the Company and collect the moneys adjudged or
decreed to be payable in the manner provided by law out of the property of the
Company, wherever situated.

         (c) In case of any receivership, insolvency, liquidation, bankruptcy,
reorganization, readjustment, arrangement, composition or judicial proceedings
affected the Company, or its creditors or property, the Trustee shall have power
to intervene in such proceedings and take any action therein that may be
permitted by the court and shall (except as may be otherwise provided by law) be
entitled to file such proofs of claim and other papers and documents as may be
necessary or advisable in order to have the claims of the Trustee and of the
holders of Securities of such series allowed for the entire amount due and
payable by the Company under the Indenture at the date of institution of such
proceedings and for any additional amount that may become due and payable by the
Company after such date, and to collect and receive any moneys or other property
payable or deliverable on any such claim, and to distribute the same in
accordance with Section 6.03 hereof; and any receiver, assignee or trustee in
bankruptcy or reorganization is hereby authorized by each of the holders of
Securities of such series to make such payments to the Trustee, and, in the
event that the Trustee shall consent to the making of such payments directly to
such Securityholders, to pay to the Trustee any amount due it under Section
7.06.

         (d) All rights of action and of asserting claims under this Indenture,
or under any of the terms established with respect to Securities of that series,
may be enforced by the Trustee without the possession of any of such Securities,
or the production thereof at any trial or other proceeding relative thereto, and
any such suit or proceeding instituted by the Trustee shall be brought in its
own name as trustee of an express trust, and any recovery of judgment shall,
after provision for payment to the Trustee of any amounts due under Section
7.06, be for the ratable benefit of the holders of the Securities of such
series.

         In case of an Event of Default hereunder, the Trustee may in its
discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any of such rights, either at law or in
equity or in bankruptcy or otherwise, whether for the specific enforcement of
any covenant or agreement contained in the Indenture or in aid of the exercise
of any power

                                       37

<PAGE>

granted in this Indenture, or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law.

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

Section 6.03 Application of Moneys Collected.
             -------------------------------

         Any moneys collected by the Trustee pursuant to this Article VI with
respect to a particular series of Securities shall be 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 premium, if any) or
interest, upon presentation of the Securities of that series, and notation
thereon the payment, if only partially paid, and upon surrender thereof if fully
paid:

         FIRST: To the payment of costs and expenses of collection and of all
amounts payable to the Trustee under Section 7.06;

         SECOND: To the payment of all unsubordinated indebtedness of the
Company if and to the extent required to give effect to the subordination
provisions referred to in Article XIV;

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

         FOURTH:  To the Company.

Section 6.04 Limitation on Suits.
             -------------------

         No holder of any Security of any series shall have any right by virtue
or by availing himself or herself of any provision of this Indenture to
institute any suit, action or proceeding in equity or at law upon or under or
with respect to this Indenture or for the appointment of a receiver or trustee,
or for any other remedy hereunder, unless (i) such holder previously shall have
given to the Trustee written notice of an Event of Default and of the
continuance thereof with respect to the Securities of such series specifying
such Event of Default, as hereinbefore provided; (ii) the holders of not less
than 25% in aggregate principal amount of the Securities of such series then
Outstanding shall have made written request upon the Trustee to institute such
action, suit or proceeding in its own name as trustee hereunder; (iii) such
holder or holders shall have offered to the Trustee such reasonable indemnity as
it may require against the costs, expenses and liabilities to be incurred
therein or thereby; (iv) the Trustee for 60 days after its receipt of such
notice, request and offer of indemnity, shall have failed to institute any such
action, suit or proceeding; and (v) during such 60 day period, the holders of a
majority in principal amount of the Securities of that series do not give the
Trustee a direction inconsistent with the request.

                                       38

<PAGE>

         Notwithstanding anything contained herein to the contrary, any other
provisions of this Indenture, the right of any holder of any Security to receive
payment of the principal of (and premium, if any) and interest on such Security,
as therein provided, on or after the respective due dates expressed in such
Security (or in the case of redemption, on the redemption date), or to institute
suit for the enforcement of any such payment on or after such respective dates
or redemption date, shall not be impaired or affected without the consent of
such holder and by accepting a Security hereunder it is expressly understood,
intended and covenanted by the taker and holder of every Security of such series
with every other such taker and holder and the Trustee, that no one or more
holders of Securities of such series shall have any right in any manner
whatsoever by virtue or by availing himself or herself of any provision of this
Indenture to affect, disturb or prejudice the rights of the holders of any other
of such Securities, or to obtain or seek to obtain priority over or preference
to any other such holder, or to enforce any right under this Indenture, except
in the manner herein provided and for the equal, ratable and common benefit of
all holders of Securities of such series. For the protection and enforcement of
the provisions of this Section 6.04, each and every Securityholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.

Section 6.05 Rights and Remedies Cumulative; Delay or Omission not Waiver.
             ------------------------------------------------------------

         (a) Except as otherwise provided in Section 2.07, all powers and
remedies given by this Article VI to the Trustee or to the Securityholders
shall, to the extent permitted by law, be deemed cumulative and not exclusive of
any other powers and remedies available to the Trustee or the holders of the
Securities, by judicial proceedings or otherwise, to enforce the performance or
observance of the covenants and agreements contained in this Indenture or
otherwise established with respect to such Securities.

         (b) No delay or omission of the Trustee or of any holder of any of the
Securities to exercise any right or power accruing upon any Event of Default
occurring and continuing as aforesaid shall impair any such right or power, or
shall be construed to be a waiver of any such default or on acquiescence
therein; and, subject to the provisions of Section 6.04, every power and remedy
given by this Article VI or by law to the Trustee or the Securityholders may be
exercised from time to time, and as often as shall be deemed expedient, by the
Trustee or by the Securityholders.

Section 6.06 Control by Securityholders.
             --------------------------

         The holders of a majority in aggregate principal amount of the
Securities of any series at the time Outstanding, determined in accordance with
Section 8.04, shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on the Trustee with respect to such series;
provided, however, that such direction shall not be in conflict with any rule of
--------  -------
law or with this Indenture or be unduly prejudicial to the rights of holders of
Securities of any other series at the time Outstanding determined in accordance
with Section 8.04. Subject to the provisions of Section 7.01, the Trustee shall
have the right to decline to follow any such direction if the Trustee in good
faith shall, by a Responsible Officer or Responsible Officers of the Trustee,
determine that the proceeding so directed would involve the Trustee in personal
liability. The holders of a majority in aggregate principal amount of the
Securities of any series at the time

                                       39

<PAGE>

Outstanding affected thereby, determined in accordance with Section 8.04, may on
behalf of the holders of all of the Securities of such series waive any past
default in the performance of any of the covenants contained herein or
established pursuant to Section 2.01 with respect to such series and its
consequences, except a default in the payment of the principal of, or premium,
if any, or interest on, any of the Securities of that series as and when the
same shall become due by the terms of such Securities otherwise than by
acceleration (unless such default has been cured and a sum sufficient to pay all
matured installments of interest and principal and any premium has been
deposited with the Trustee (in accordance with Section 6.01(c)). Upon any such
waiver, the default covered thereby shall be deemed to be cured for all purposes
of this Indenture and the Company, the Trustee and the holders of the Securities
of such series shall be restored to their former positions and rights hereunder,
respectively; but no such waiver shall extend to any subsequent or other default
or impair any right consequent thereon.

Section 6.07 Undertaking to Pay Costs.
             ------------------------

         All parties to this Indenture agree, and each holder of any Securities
by such holder's acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Trustee for any
action taken or omitted by it as Trustee, the filing by any party litigant in
such suit of an undertaking to pay the costs of such suit, and that such court
may in its discretion assess reasonable costs, including reasonable attorneys'
fees and expenses, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party litigant;
but the provisions of this Section 6.07 shall not apply to any suit instituted
by the Trustee, to any suit instituted by any Securityholder, or group of
Securityholders, holding more than 10% in aggregate principal amount of the
Outstanding Securities of any series, or to any suit instituted by any
Securityholder for the enforcement of the payment of the principal of (or
premium, if any) or interest on any Security of such series, on or after the
respective due dates expressed in such Security or established pursuant to this
Indenture.

Section 6.08 Waiver Of Usury, Stay Or Extension Laws
             ---------------------------------------

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

                                       40

<PAGE>
                                  ARTICLE VII.

                             CONCERNING THE TRUSTEE

Section 7.01 Certain Duties and Responsibilities of Trustee.
             ----------------------------------------------

         (a) In case an Event of Default with respect to the Securities of a
series has occurred (that has not been cured or waived), the Trustee shall
exercise with respect to Securities of that series such of the rights and powers
vested in it by this Indenture, and use the same degree of care and skill in
their exercise, as a prudent man would exercise or use under the circumstances
in the conduct of his own affairs.

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

             (1)  prior to the occurrence of an Event of Default with
respect to the Securities of a series and after the curing or waiving of all
such Events of Default with respect to that series that may have occurred:

                  (i)  the duties and obligations of the Trustee shall with
             respect to the Securities of such series be determined solely by
             the express provisions of this Indenture, and the Trustee shall not
             be liable with respect to the Securities of such series except for
             the performance of such duties and obligations as are specifically
             set forth in this Indenture, and no implied covenants or
             obligations shall be read into this Indenture against the Trustee;
             and

                  (ii) in the absence of bad faith on the part of the Trustee,
             the Trustee may with respect to the Securities of such series
             conclusively rely, as to the truth of the statements and the
             correctness of the opinions expressed therein, upon any
             certificates or opinions furnished to the Trustee and conforming to
             the requirements of this Indenture; but in the case of any such
             certificates or opinions that by any provision hereof are
             specifically required to be furnished to the Trustee, the Trustee
             shall be under a duty to examine the same to determine whether or
             not they conform to the requirements of this Indenture (but need
             not confirm or investigate the accuracy of mathematical
             computations or other facts stated therein);

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

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

                                       41

<PAGE>

             (4) none of the provisions contained in this Indenture shall
require the Trustee to expend or risk its own funds or otherwise incur personal
financial liability in the performance of any of its duties or in the exercise
of any of its rights or powers, if there is reasonable ground for believing that
the repayment of such funds or liability is not reasonably assured to it under
the terms of this Indenture or adequate indemnity against such risk is not
reasonably assured to it.

Section 7.02 Certain Rights of Trustee.
             -------------------------

         Except as otherwise provided in Section 7.01:

         (a) the Trustee may conclusively rely and shall be fully protected in
acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond,
security or other paper or document (whether in its original or facsimile form)
believed by it to be genuine and to have been signed or presented by the proper
party or parties;

         (b) any request, direction, order or demand of the Company mentioned
herein shall be sufficiently evidenced by a Board Resolution or an instrument
signed in the name of the Company by an Officer (unless other evidence in
respect thereof is specifically prescribed herein);

         (c) the Trustee may consult with counsel of its own selection and the
advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken or suffered or
omitted hereunder in good faith and in reliance thereon;

         (d) 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 Securityholders, pursuant to the provisions of this
Indenture, unless such Securityholders shall have offered to the Trustee
indemnity satisfactory to it against the costs, expenses and liabilities that
may be incurred therein or thereby;

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

         (f) the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond, security, or
other papers or documents, unless requested in writing so to do by the holders
of not less than a majority in principal amount of the Outstanding Securities of
the particular series affected thereby (determined as provided in Section 8.04);
provided, however, 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 costs, expenses or
liabilities as a condition to so proceeding. The reasonable expense of every
such examination shall be paid by the Company or, if paid by the Trustee, shall
be repaid by the Company upon demand;

                                       42

<PAGE>

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

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

Section 7.03 Trustee not Responsible for Recitals or Issuance of Securities.
             --------------------------------------------------------------

         (a) The recitals contained herein and in the Securities shall be taken
as the statements of the Company, and the Trustee assumes no responsibility for
the correctness of the same.

         (b) The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities.

         (c) The Trustee shall not be accountable for the use or application by
the Company of any of the Securities or of the proceeds of such Securities, or
for the use or application of any moneys paid over by the Trustee in accordance
with any provision of this Indenture or established pursuant to Section 2.01, or
for the use or application of any moneys received by any paying agent other than
the Trustee.

Section 7.04 May Hold Securities.
             -------------------

         The Trustee or any paying agent or Security Registrar, in its
individual or any other capacity, may become the owner or pledgee of Securities
with the same rights it would have if it were not Trustee, paying agent or
Security Registrar. However, the Trustee is subject to Sections 7.09 and 7.13.

Section 7.05 Moneys Held in Trust.
             --------------------

         Subject to the provisions of Section 11.06, all moneys received by the
Trustee shall, until used or applied as herein provided, be held in trust for
the purposes for which they were received, but need not be segregated from other
funds except to the extent required by law. The Trustee shall be under no
liability for interest on any moneys received by it hereunder except such as it
may agree with the Company to pay thereon.

Section 7.06 Compensation and Reimbursement.
             ------------------------------

         (a) The Company shall pay to the Trustee, and the Trustee shall be
entitled to be paid, such reasonable compensation (which shall not be limited by
any provision of law in regard to the compensation of a trustee of an express
trust), as the Company and the Trustee may from time to time agree in writing,
for all services rendered by it in the execution of the trusts hereby created
and in the exercise and performance of any of the powers and duties hereunder of
the Trustee, and, except as otherwise expressly provided herein, the Company
will pay or reimburse the Trustee upon its request for all reasonable expenses
and disbursements incurred or made by

                                       43

<PAGE>

the Trustee in accordance with any of the provisions of this Indenture
(including the reasonable compensation and the expenses and disbursements of its
counsel and of all Persons not regularly in its employ) except any such expense
or disbursement as may arise from its own negligence or bad faith. The Company
shall also fully indemnify the Trustee (and its officers, agents, directors and
employees) for, and shall also hold it harmless against, any and all loss,
liability, claim, damage or expense incurred without negligence or bad faith on
the part of the Trustee and arising out of or in connection with the acceptance
or administration of this trust, including the costs and expenses of defending
itself against any claim of liability.

         (b) The obligations of the Company under this Section 7.06 to
compensate and indemnify the Trustee and to pay or reimburse the Trustee for
expenses and disbursements shall: (i) be secured by a lien prior 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; and (ii) survive the termination of this Indenture and resignation
or removal of the Trustee.

Section 7.07 Reliance on Officers' Certificate.
             ---------------------------------

         Except as otherwise provided in Section 7.01, whenever in the
administration of the provisions 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 to take 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 to be taken by it under the provisions of this Indenture
upon the faith thereof.

Section 7.08 Disqualification; Conflicting Interests.
             ---------------------------------------

         If the Trustee has or shall acquire any "conflicting interest" within
the meaning of Section 310(b) of the Trust Indenture Act, the Trustee and the
Company shall in all respects comply with the provisions of Section 310(b) of
the Trust Indenture Act.

Section 7.09 Corporate Trustee Required; Eligibility.
             ---------------------------------------

         There shall at all times be a Trustee with respect to the Securities
issued hereunder which shall at all times be a corporation organized and doing
business under the laws of the United States of America or any State or
Territory thereof or of the District of Columbia, or a corporation or other
Person permitted to act as trustee by the Commission, authorized under such laws
to exercise corporate trust powers, having a combined capital and surplus of at
least 50 Million U.S. Dollars ($50,000,000), and subject to supervision or
examination by Federal, State, Territorial, or District of Columbia authority.
If such corporation publishes reports of condition at least annually, pursuant
to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section 7.09, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. The
Company may not, nor may any Person directly or

                                       44

<PAGE>

indirectly controlling, controlled by, or under common control with the Company,
serve as Trustee. In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 7.09, the Trustee shall resign
immediately in the manner and with the effect specified in Section 7.10.

Section 7.10 Resignation and Removal; Appointment of Successor.
             -------------------------------------------------

         (a) The Trustee or any successor hereafter appointed may at any time
resign with respect to the Securities of one or more series by giving written
notice thereof to the Company and by transmitting notice of resignation by mail,
first class postage prepaid, to the Securityholders of such series, as their
names and addresses appear upon the Security Register. Upon receiving such
notice of resignation, the Company shall promptly appoint a successor trustee
with respect to Securities of such series. If no successor trustee shall have
been so appointed and have accepted appointment within 60 days after the
retiring Trustee resigns, the retiring Trustee, at the expense of the Company,
or the Company may petition any court of competent jurisdiction for the
appointment of a successor trustee with respect to Securities of such series, or
any Securityholder of that series who has been a bona fide holder of a Security
or Securities for at least six months may on behalf of himself and all others
similarly situated, petition any such court for the appointment of a successor
trustee. Such court may thereupon after such notice, if any, as it may deem
proper and prescribe, appoint a successor trustee.

         (b) In case at any time any one of the following shall occur, the
Company may remove the Trustee with respect to all or any series of Securities
and appoint a successor trustee, or, unless the Trustee's duty to resign is
stayed as provided herein, any Securityholder who has been a bona fide holder of
a Security or Securities for at least six months may, on behalf of that holder
and all others similarly situated, petition any court of competent jurisdiction
for the removal of the Trustee and the appointment of a successor trustee. Such
court may thereupon after such notice, if any, as it may deem proper and
prescribe, remove the Trustee and appoint a successor trustee:

             (1) the Trustee shall fail to comply with the provisions of Section
         7.08 after written request therefor by the Company or by any
         Securityholder who has been a bona fide holder of a Security or
         Securities for at least six months; or

             (2) the Trustee shall cease to be eligible in accordance with the
         provisions of Section 7.09 and shall fail to resign after written
         request therefor by the Company or by any such Securityholder; or

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

         (c) The holders of a majority in aggregate principal amount of the
Securities of any series at the time Outstanding may at any time remove the
Trustee with respect to such series by

                                       45

<PAGE>

so notifying the Trustee and the Company and may appoint a successor Trustee for
such series with the consent of the Company.

         (d) Any resignation or removal of the Trustee and appointment of a
successor trustee with respect to the Securities of a series pursuant to any of
the provisions of this Section shall become effective upon acceptance of
appointment by the successor trustee as provided in Section 7.11.

         (e) Any successor trustee appointed pursuant to this Section 7.10 may
be appointed with respect to the Securities of one or more series or all of such
series, and at any time there shall be only one Trustee with respect to the
Securities of any particular series.

Section 7.11 Acceptance of Appointment By Successor.
             --------------------------------------

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

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

                                       46

<PAGE>

without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
trustee relates; but, on request of the Company or any successor trustee, such
retiring Trustee shall duly assign, transfer and deliver to such successor
trustee, to the extent contemplated by such supplemental indenture, the property
and money held by such retiring Trustee hereunder with respect to the Securities
of that or those series to which the appointment of such successor trustee
relates.

         (c) Upon request of any such successor trustee, the Company may execute
any and all instruments for more fully and certainly vesting in and confirming
to such successor trustee all such rights, powers and trusts referred to in
paragraph (a) or (b) of this Section 7.11, as the case may be.

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

         (e) Upon acceptance of appointment by a successor trustee as provided
in this Section 7.11, the successor trustee shall cause a notice of its
succession to be transmitted to Securityholders.

Section 7.12 Merger, Conversion, Consolidation or Succession to Business.
             -----------------------------------------------------------

         Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided that such corporation shall be qualified under the provisions of
Section 7.08 and eligible under the provisions of Section 7.09, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding. In case any
Securities shall have been authenticated, but not delivered, by the Trustee then
in office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Securities
so authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.

Section 7.13 Preferential Collection of Claims Against the Company.
             -----------------------------------------------------

         The Trustee shall comply with Section 311(a) of the Trust Indenture
Act, excluding any creditor relationship described in Section 311(b) of the
Trust Indenture Act. A Trustee who has resigned or been removed shall be subject
to Section 311(a) of the Trust Indenture Act to the extent included therein.

                                       47

<PAGE>

                                  ARTICLE VIII.

                         CONCERNING THE SECURITYHOLDERS

Section 8.01 Evidence of Action by Securityholders.
             -------------------------------------

         Whenever in this Indenture it is provided that the holders of a
majority or specified percentage in aggregate principal amount of the Securities
of a particular series may take any action (including the making of any demand
or request, the giving of any notice, consent or waiver or the taking of any
other action), the fact that at the time of taking any such action the holders
of such majority or specified percentage of that series have joined therein may
be evidenced by any instrument or any number of instruments of similar tenor
executed by such holders of Securities of that series in Person or by agent or
proxy appointed in writing.

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

Section 8.02 Proof of Execution by Securityholders.
             -------------------------------------

         Subject to the provisions of Section 7.01, proof of the execution of
any instrument by a Securityholder (such proof will not require notarization) or
his agent or proxy and proof of the holding by any Person of any of the
Securities shall be sufficient if made in the following manner:

         (a) The fact and date of the execution by any such Person of any
instrument may be proved in any reasonable manner acceptable to the Trustee
thereof.

         (b) The ownership of Securities shall be proved by the Security
Register of such Securities or by a certificate of the Security Registrar
thereof.

         (c) The Trustee may require such additional proof of any matter
referred to in this Section as it shall deem necessary.

                                       48

<PAGE>

Section 8.03 Who May be Deemed Owners.
             ------------------------

         Prior to the due presentment for registration of transfer of any
Security, the Company, the Trustee, any paying agent and any Security Registrar
may deem and treat the Person in whose name such Security shall be registered
upon the books of the Company as the absolute owner of such Security (whether or
not such Security shall be overdue and notwithstanding any notice of ownership
or writing thereon made by anyone other than the Security Registrar) for the
purpose of receiving payment of or on account of the principal of, premium, if
any, and (subject to Section 2.03) interest on such Security and for all other
purposes; and neither the Company nor the Trustee nor any paying agent nor any
Security Registrar shall be affected by any notice to the contrary.

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

Section 8.04 Certain Securities Owned by Company Disregarded.
             -----------------------------------------------

         In determining whether the holders of the requisite aggregate principal
amount of Securities of a particular series have concurred in any direction,
consent of waiver under this Indenture, the Securities of that series that are
owned by the Company or any other obligor on the Securities of that series or by
an Affiliate shall be disregarded and deemed not to be Outstanding for the
purpose of any such determination, except that for the purpose of determining
whether the Trustee shall be protected in relying on any such direction, consent
or waiver, only Securities of such series that a Responsible Officer of the
Trustee knows are so owned shall be so disregarded. The Securities so owned that
have been pledged in good faith may be regarded as Outstanding for the purposes
of this Section, if the pledgee shall establish to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not an Affiliate. In case of a dispute as to such right, any
decision by the Trustee taken upon the advice of counsel shall be full
protection to the Trustee.

Section 8.05 Actions Binding on Future Securityholders.
             -----------------------------------------

         At any time prior to (but not after) the evidencing to the Trustee, as
provided in Section 8.01, of the taking of any action by the holders of the
majority or percentage in aggregate principal amount of the Securities of a
particular series specified in this Indenture in connection with such action,
any holder of a Security of that series that is shown by the evidence to be
included in the Securities the holders of which have consented to such action
may, by filing written notice with the Trustee, and upon proof of holding as
provided in Section 8.02, revoke such action so far as concerns such Security.
Except as aforesaid any such action taken by the holder of any Security shall be
conclusive and binding upon such holder and upon all future holders and owners
of such Security, and of any Security issued in exchange therefor, on
registration of transfer thereof or in place thereof, irrespective of whether or
not any notation in regard thereto is made upon such Security. Any action taken
by the holders of the majority or percentage in aggregate principal amount of
the Securities of a particular series specified in this

                                       49

<PAGE>

Indenture in connection with such action shall be conclusively binding upon the
Company, the Trustee and the holders of all the Securities of that series.

                                   ARTICLE IX.

                             SUPPLEMENTAL INDENTURES

Section 9.01 Supplemental Indentures Without the Consent of Securityholders.
             --------------------------------------------------------------

         In addition to any supplemental indenture otherwise authorized by this
Indenture, the Company and the Trustee may from time to time and at any time
enter into an indenture or indentures supplemental hereto (which shall conform
to the provisions of the Trust Indenture Act as then in effect), without the
consent of the Securityholders, for one or more of the following purposes:

         (a) to cure any ambiguity, defect, or inconsistency herein or in the
Securities of any series, including making such changes as are required for this
Indenture to comply with the Trust Indenture Act;

         (b) to comply with Article Ten;

         (c) to provide for uncertificated Securities in addition to or in place
             of certificated Securities;

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

         (e) to add any additional Events of Default (and if such Events of
Default are to be applicable to less than all series, stating that such Events
of Default are expressly being included solely to be applicable to such series);

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

         (g) to secure the Securities or to provide that any of the Company's
obligations under any series of the Securities or this Indenture shall be
guaranteed and the terms and conditions for the release or substitution of such
security or guarantee;

         (h) to make any change that does not adversely affect the rights of any
Securityholder in any material respect;

         (i) to provide for the issuance of and establish the form and terms and
conditions of the Securities of any series as provided in Section 2.01, to
establish the form of any certifications

                                       50

<PAGE>

required to be furnished pursuant to the terms of this Indenture or any series
of Securities, or to add to the rights of the holders of any series of
Securities; or

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

         Upon the request of the Company, accompanied by Board Resolutions
authorizing the execution of any such supplemental indenture, and upon receipt
by the Trustee of the documents described in Section 9.05 hereof, the Trustee
shall join with the Company in the execution of any such supplemental indenture,
and to make any further appropriate agreements and stipulations that may be
therein contained, but the Trustee shall not be obligated to enter into any such
supplemental indenture that affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

         Any supplemental indenture authorized by the provisions of this Section
9.01 may be executed by the Company and the Trustee without the consent of the
holders of any of the Securities at the time Outstanding, notwithstanding any of
the provisions of Section 9.02.

Section 9.02 Supplemental Indentures with Consent of Securityholders.
             -------------------------------------------------------

         With the consent (evidenced as provided in Section 8.01) of the holders
of not less than a majority in aggregate principal amount of the Securities of
each series affected by such supplemental indenture or indentures at the time
Outstanding, the Company, when authorized by Board Resolutions, and the Trustee
may from time to time and at any time enter into an indenture or indentures
supplemental hereto (which shall conform to the provisions of the Trust
Indenture Act as then in effect) for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
of any supplemental indenture or of modifying in any manner not covered by
Section 9.01 the rights of the holders of the Securities of such series under
this Indenture; provided, however, that no such supplemental indenture shall,
                --------  -------
without the consent of the holders of each Security then Outstanding and
affected thereby, (i) extend a fixed maturity of or any installment of principal
of any Securities of any series or reduce the principal amount thereof or reduce
the amount of principal of any original issue discount security that would be
due and payable upon declaration of acceleration of the maturity thereof; (ii)
reduce the rate of or extend the time for payment of interest on any Security of
any series; (iii) reduce the premium payable upon the redemption of any
Security; (iv) make any Security payable in Currency other than that stated in
the Security; (v) impair the right to institute suit for the enforcement of any
payment on or after the fixed maturity thereof (or in the case or redemption, on
or after the redemption date); or (vi) reduce the aforesaid percentage of
Securities, the holders of which are required to consent to any such
supplemental indenture or indentures.

         A supplemental indenture which changes or eliminates any covenant or
other provision of this Indenture which has been expressly included solely for
the benefit of one or more particular series of Securities, if any, or which
modifies the rights of the holders of Securities of such series

                                       51

<PAGE>

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

         It shall not be necessary for the consent of Securityholders of a
series affected thereby under this Section 9.02 to approve the particular form
of any proposed supplemental indenture, but it shall be sufficient if such
consent shall approve the substance thereof.

Section 9.03 Effect of Supplemental Indentures.
             ---------------------------------

         Upon the execution of any supplemental indenture pursuant to the
provisions of this Article IX or Section 10.01, this Indenture shall, with
respect to such series, be and be deemed to be modified and amended in
accordance therewith and the respective rights, limitations of rights,
obligations, duties and immunities under this Indenture of the Trustee, the
Company and the holders of Securities of the series affected thereby shall
thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.

Section 9.04 Securities Affected by Supplemental Indentures.
             ----------------------------------------------

         Securities of any series affected by a supplemental indenture and
authenticated and delivered after the execution of such supplemental indenture
pursuant to the provisions of this Article or of Section 10.01, may bear a
notation in form approved by the Company, provided such form meets the
requirements of any exchange upon which such series may be listed, as to any
matter provided for in such supplemental indenture. If the Securities of the
Company shall so determine, new Securities of that series so modified as to
conform, in the opinion of the Board of Directors of the Company, to any
modification of this Indenture contained in any such supplemental indenture may
be prepared by the Company, authenticated by the Trustee and delivered in
exchange for the Securities of that series then Outstanding.

Section 9.05 Execution of Supplemental Indentures.
             ------------------------------------

         Upon the request of the Company, accompanied by its Board Resolutions
authorizing the execution of any such supplemental indenture, and, if
applicable, upon the filing with the Trustee of evidence of the consent of
Securityholders required to consent thereto as aforesaid, the Trustee shall join
with the Company in the execution of such supplemental indenture unless such
supplemental indenture affects the Trustee's own rights, duties or immunities
under this Indenture or otherwise, in which case the Trustee may in its
discretion but shall not be obligated to enter into such supplemental indenture.
The Trustee, subject to the provisions of Section 7.01, may receive an Opinion
of Counsel as conclusive evidence that any supplemental indenture executed
pursuant to this Article IX is authorized or permitted by, and conforms to, the
terms of this Article IX and that it is proper for the Trustee under the
provisions of this Article IX to join in the execution thereof; provided,
                                                                --------
however, that such Opinion of Counsel need not be provided in connection with
-------
the execution of a supplemental indenture that establishes the terms of a series
of Securities pursuant to Section 2.01 hereof.

         Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this Section 9.05, the
Trustee shall transmit by mail, first

                                       52

<PAGE>

class postage prepaid, a notice, setting forth in general terms the substance of
such supplemental indenture, to the Securityholders of all series affected
thereby as their names and addresses appear upon the Security Register. Any
failure of the Trustee to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental
indenture.

                                   ARTICLE X.

                              SUCCESSOR CORPORATION

Section 10.01 Consolidation, Merger and Sale of Assets.
              ----------------------------------------

         The Company, without the consent of any Securityholder, may consolidate
with, or merge into, or sell, transfer, lease or convey its assets substantially
as an entirety to any domestic corporation, provided that:
                                            --------

                  (a) the Person formed by or surviving any such consolidation
         or merger (if other than the Company), or to which such sale, transfer,
         lease or conveyance shall have been made, is a corporation organized
         and existing under the laws of the United States, any state thereof or
         the District of Columbia;

                  (b) the corporation formed by or surviving any such
         consolidation or merger (if other than the Company), or to which such
         sale, lease, transfer or conveyance shall have been made, assumes by
         supplemental indenture in a form satisfactory to the Trustee all the
         obligations of the Company under the Securities and this Indenture; and

                  (c) immediately before and after giving effect to the
         transaction, no Event of Default and no event which, after notice or
         lapse of time or both, would become an Event of Default, shall have
         occurred and be continuing.

         The Company shall deliver to the Trustee prior to the consummation of
the proposed transaction an Officers' Certificate to the foregoing effect and an
Opinion of Counsel stating that the proposed transaction and such supplemental
indenture comply with this Indenture.

         To the extent that a Board Resolution or supplemental indenture
pertaining to any series provides for different provisions relating to the
subject matter of this Article X, the provisions in such Board Resolution or
supplemental indenture shall govern for purposes of such series.

Section 10.02 Successor Corporation Substituted.
              ---------------------------------

         Upon any consolidation or merger, or any sale, lease, conveyance or
other disposition of all or substantially all of the assets of the Company or
any assignment of its obligations under this Indenture or the Securities of any
series in accordance with Section 10.01, the successor corporation formed by
such consolidation or into or with which the Company is merged or to which such
sale, lease, conveyance or other disposition or assignment is made shall succeed
to, and be substituted for, and may exercise every right and power of, the
Company under this Indenture with the same effect as if such successor
corporation has been named as the Company herein; provided, however, that the
                                                  --------  -------
predecessor Company in the case of a sale, lease, conveyance

                                       53

<PAGE>

or other disposition or assignment shall not be released from the obligation to
pay the principal of and interest on the Securities of any series.

                                   ARTICLE XI.

                           SATISFACTION AND DISCHARGE

Section 11.01 Applicability of Article.
              ------------------------

         If, pursuant to Section 2.01, provision is made for the defeasance of
Securities of a series and if the Securities of such series are denominated and
payable only in Dollars (except as provided pursuant to Section 2.01), then the
provisions of this Article XI relating to defeasance of Securities shall be
applicable except as otherwise specified pursuant to Section 2.01 for Securities
of such series. Defeasance provisions, if any, for Securities denominated in a
Foreign Currency may be specified pursuant to Section 2.01.

Section 11.02 Satisfaction and Discharge of Indenture.
              ---------------------------------------

         If at any time: (a) the Company shall have delivered to the Trustee for
cancellation all Securities of a series theretofore authenticated (other than
any Securities that shall have been destroyed, lost or stolen and that shall
have been replaced or paid as provided in Section 2.07) and Securities for whose
payment money or Governmental Obligations have theretofore been deposited in
trust or segregated and held in trust by the Company (and thereupon repaid to
the Company or discharged from such trust, as provided in Section 11.06); or (b)
all such Securities of a particular series not theretofore delivered to the
Trustee for cancellation shall have become due and payable or are by their terms
to become due and payable within one year or are to be called for redemption
within one year under arrangements satisfactory to the Trustee for the giving of
notice of redemption, and the Company shall deposit or cause to be deposited
with the Trustee as trust funds the entire amount (in moneys or Governmental
Obligations sufficient or a combination thereof) in Dollars (except as otherwise
provided pursuant to Section 2.01) sufficient to pay at maturity or upon
redemption all Securities of such series not theretofore delivered to the
Trustee for cancellation, including principal (and premium, if any) and interest
due or to become due on such date of maturity or redemption date, as the case
may be, and if in either case the Company shall also pay or cause to be paid all
other sums payable hereunder with respect to such series by the Company, then
this Indenture shall cease to be of further effect with respect to such series
except for the provisions of Sections 2.03, 2.05, 2.07, 4.01, 4.02, 4.03 and
7.10, that shall survive until the date of maturity or redemption date, as the
case may be, and Sections 7.06 and 11.06, that shall survive to such date and
thereafter, and the Trustee, on demand of the Company and at the cost and
expense of the Company shall execute proper instruments acknowledging
satisfaction of and discharging this Indenture with respect to such series.

Section 11.03 Defeasance and Discharge of Obligations; Covenant Defeasance.
              ------------------------------------------------------------

         (a) If at any time all such Securities of a particular series not
heretofore delivered to the Trustee for cancellation or that have not become due
and payable as described in Section 11.02 shall have been paid by the Company by
depositing irrevocably with the Trustee

                                       54

<PAGE>

as trust funds moneys or an amount of Governmental Obligations sufficient to pay
at maturity or upon redemption all such Securities of that series not
theretofore delivered to the Trustee for cancellation, including principal (and
premium, if any) and interest due or to become due to such date of maturity or
date fixed for redemption, as the case may be, and if the Company shall also pay
or cause to be paid all other sums payable hereunder by the Company with respect
to such series, then after the date such moneys or Governmental Obligations, as
the case may be, are deposited with the Trustee the obligations of the Company
under this Indenture with respect to such series shall cease to be of further
effect except for the provisions of Sections 2.03, 2.05, 2.07, 4.01, 4.02, 4.03
and 7.10 hereof that shall survive until such Securities shall mature and be
paid. Thereafter, Sections 7.06 and 11.06 shall survive such satisfaction and
discharge.

         (b) In addition, the Company may, at its option and at any time, by
written notice executed by an Officer delivered to the Trustee, elect to have
its obligations under Sections 4.04, 4.05, 5.03 and any covenant contained in
Article X, and any other covenant contained in the Board Resolution or
supplemental indenture relating to such series pursuant to Section 2.01,
discharged with respect to all Outstanding Securities of a series, this
Indenture and any indentures supplemental to this Indenture insofar as such
Securities are concerned (hereinafter, "covenant defeasance"), such discharge to
be effective on the date the conditions set forth in clauses (i) through (vi) of
this Section 11.03(b) are satisfied, and such Securities shall thereafter be
deemed to be not "Outstanding" for the purposes of any direction, waiver,
consent or declaration of Securityholders (and the consequences of any thereof)
in connection with such covenants, but shall continue to be "Outstanding" for
all other purposes under this Indenture. For this purpose, such covenant
defeasance means that, with respect to the Outstanding Securities of a series,
the Company may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any such
covenant or by reason of reference in any such covenant to any other provision
herein or in any other document and such omission to comply shall not constitute
an Event of Default under Section 6.01(a)(3) or otherwise, but except as
specified in this Section 11.03(b), the remainder of the Company's obligations
under the Securities of such series, this Indenture, and any indentures
supplemental to this Indenture with respect to such series shall be unaffected
thereby.

         The following shall be the conditions to the application of Section
11.03(b) to the Outstanding Securities of the applicable series:

             (i) the Company irrevocably deposits in trust with the Trustee or,
             at the option of the Trustee, with a trustee satisfactory to the
             Trustee and the Company under the terms of an irrevocable trust
             agreement in form and substance satisfactory to the Trustee, money
             or Governmental Obligations sufficient to pay principal and
             interest on the Outstanding Securities of such series to maturity
             or redemption, as the case may be, and to pay all other sums
             payable by it hereunder, provided that (A) the trustee of the
                                      --------
             irrevocable trust shall have been irrevocably instructed to pay
             such money or the proceeds of such Governmental Obligations to the
             Trustee and (B) the Trustee shall have been irrevocably instructed
             to apply such money or the proceeds of such Governmental
             Obligations to the payment of said principal and interest with
             respect to the Securities of such series;

                                       55

<PAGE>

              (ii) the Company delivers to the Trustee an Officers' Certificate
              stating that all conditions precedent specified herein relating to
              defeasance or covenant defeasance, as the case may be, have been
              complied with, and an Opinion of Counsel to the same effect;

              (iii) no Event of Default under clauses (1), (2), (4) or (5) of
              Section 6.01(a) shall have occurred and be continuing, and no
              event which with notice or lapse of time or both would become such
              an Event of Default shall have occurred and be continuing, on the
              date of such deposit;

              (iv) the Company shall have delivered to the Trustee an Opinion of
              Counsel or a ruling 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 either option under this
              Section 11.03 and will be subject to Federal income tax in the
              same amount and in the same manner and at the same times as would
              have been the case if such election had not been exercised;

              (v) such covenant defeasance shall not cause the Trustee to have a
              conflicting interest for purposes of the Trust Indenture Act with
              respect to any Securities; and

              (vi) notwithstanding any other provisions of this Section 11.03,
              such covenant defeasance shall be effected in compliance with any
              additional or substitute terms, conditions or limitations which
              may be imposed on the Company pursuant to Section 2.01.

         After such irrevocable deposit made pursuant to this Section 11.03(b)
and satisfaction of the other conditions set forth herein, the Trustee upon
request shall acknowledge in writing the discharge of the Company's obligations
pursuant to this Section 11.03(b).

Section 11.04 Deposited Moneys to be Held in Trust.
              ------------------------------------

         All moneys or Governmental Obligations deposited with the Trustee
pursuant to Sections 11.02 or 11.03 shall be held in trust and shall be
available for payment as due, either directly or through any paying agent
(including the Company acting as its own paying agent), to the holders of the
particular series of Securities for the payment or redemption of which such
moneys or Governmental Obligations have been deposited with the Trustee.

Section 11.05 Payment of Moneys Held by Paying Agents.
              ---------------------------------------

         In connection with the provisions of Section 11.02 or 11.03, all moneys
or Governmental Obligations then held by any paying agent under the provisions
of this Indenture shall, upon demand of the Company, be paid to the Trustee and
thereupon such paying agent shall be released from all further liability with
respect to such moneys or Governmental Obligations.

                                       56

<PAGE>

Section 11.06 Repayment to Company.
              --------------------

         Any moneys or Governmental Obligations deposited with any paying agent
or the Trustee, or then held by the Company, in trust for payment of principal
of or premium or interest on the Securities of a particular series that are not
applied but remain unclaimed by the holders of such Securities for at least two
years after the date upon which the principal of (and premium, if any) or
interest on such Securities shall have respectively become due and payable,
shall be repaid to the Company on the last Business Day of each fiscal year of
the Company, or (if then held by the Company) shall be discharged from such
trust; and thereafter, the paying agent and the Trustee shall be released from
all further liability with respect to such moneys or Governmental Obligations,
and the holder of any of the Securities entitled to receive such payment shall
thereafter, as an unsecured general creditor, look only to the Company for the
payment thereof. Anything in this Article XI to the contrary notwithstanding,
subject to Section 7.06, the Trustee shall deliver or pay to the Company from
time to time upon request by the Company any money or Governmental Obligations
(or other property and any proceeds therefrom) held by it as provided in
Sections 11.02 or 11.03 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect a defeasance or covenant defeasance, as
the case may be, in accordance with this Article XI. On the last business day of
each fiscal year of the Company, or (if then held by the Company) shall be
discharged from such trust, and thereafter.

Section 11.07 Reinstatement.
              -------------

         If the Trustee or paying agent is unable to apply any money or
Governmental Obligations in accordance with Section 11.02 or 11.03 by reason of
any legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Company's obligations under this Indenture, any indentures
supplemental to the Indenture with respect to the applicable series of
Securities and the Securities of such series shall be revived and reinstated as
though no deposit had occurred pursuant to Section 11.02 or 11.03, as the case
may be, until such time as the Trustee or paying agent is permitted to apply all
such money or Governmental Obligations in accordance with Section 11.02 or
11.03, as the case may be; provided, however, that if the Company has made any
                           --------  -------
payment of interest on or principal of any Securities of such series following
the reinstatement of its obligations as aforesaid, the Company shall be
subrogated to the rights of the holders of such Securities of such series to
receive such payment from the money or Governmental Obligations held by the
Trustee or paying agent.

                                  ARTICLE XII.

         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

Section 12.01 No Recourse.
              -----------

         No recourse under or upon any obligation, covenant or agreement of this
Indenture, or of any Security, or for any claim based thereon or otherwise in
respect thereof, shall be had against

                                       57

<PAGE>

any incorporator, stockholder, officer or director, past, present or future as
such, of the Company or of any predecessor or successor corporation, either
directly or through the Company or any such predecessor or successor
corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise; it being expressly
understood that this Indenture and the obligations issued hereunder are solely
corporate obligations, and that no such personal liability whatever shall attach
to, or is or shall be incurred by, the incorporators, stockholders, officers or
directors as such, of the Company or of any predecessor or successor
corporation, or any of them, because of the creation of the indebtedness hereby
authorized, or under or by reason of the obligations, covenants or agreements
contained in this Indenture or in any of the Securities or implied therefrom;
and that any and all such personal liability of every name and nature, either at
common law or in equity or by constitution or statute, of, and any and all such
rights and claims against, every such incorporator, stockholder, officer or
director as such, because of the creation of the indebtedness hereby authorized,
or under or by reason of the obligations, covenants or agreements contained in
this Indenture or in any of the Securities or implied therefrom, are hereby
expressly waived and released as a condition of, and as a consideration for, the
execution of this Indenture and the issuance of such Securities.

                                 ARTICLE XIII.

                            MISCELLANEOUS PROVISIONS

Section 13.01 Effect on Successors and Assigns.
              --------------------------------

         All the agreements of the Company in this Indenture or the Securities
shall bind its successor whether so expressed or not. All agreements of the
Trustee in this Indenture shall bind its successor whether so expressed or not.

Section 13.02 Actions by Successor.
              --------------------

         Any act or proceeding by any provision of this Indenture authorized or
required to be done or performed by any board, committee or officer of the
Company shall and may be done and performed with like force and effect by the
corresponding board, committee or officer of any corporation that shall at the
time be the lawful sole successor of the Company.

Section 13.03 Notices.
              -------

         Any notice or communication by the Company or the Trustee to the other
is duly given if in writing and delivered in person or mailed by first-class
mail (registered or certified, return receipt requested), telex, telecopier or
overnight air courier guaranteeing next day delivery, to the other's address:

              If to the Company:   Computer Sciences Corporation
                                   2100 East Grand Avenue
                                   El Segundo, California  90245
                                   Attention:  Hayward D. Fisk
                                   Telephone No:  (310) 615-1770
                                   Fax No.  (310) 322-9767

                                       58

<PAGE>

                  With a copy to:      Gibson, Dunn & Crutcher LLP
                                       333 South Grand Avenue
                                       Los Angeles, CA  90071-3197
                                       Attention:  Brian D. Kilb
                                       Telephone No:  (213) 229-7765
                                       Fax No:  (213) 229-7520

                  If to the Trustee:   _______________

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

         All notices and communications (other than those sent to
Securityholders) shall be deemed to have been duly given: at the time delivered
by hand, if personally delivered; five Business Days after being deposited in
the mail, postage prepaid, if mailed; when answered back, if telexed; when
receipt acknowledged, if telecopied; and the next Business Day after timely
delivery to the courier, if sent by overnight air courier guaranteeing next day
delivery.

         Any notice or communication to a Securityholder shall be mailed by
first-class mail, certified or registered, return receipt requested, to his
address shown on the Security Register. Failure to mail a notice or
communication to a Securityholder or any defect in it shall not affect its
sufficiency with respect to other Securityholders.

         In the event of suspension of regular mail service or by reason of any
other cause it shall be impracticable to give notice by mail, then such
notification as shall be given with the approval of the Trustee shall constitute
sufficient notice for every purpose hereunder.

         If a notice or communication is mailed in the manner provided above
within the time prescribed, it is conclusively presumed duly given, whether or
not the addressee receives it.

Section 13.04 Governing Law.
              -------------

         This Indenture and each Security shall be deemed to be a contract made
under the internal laws of the State of New York, and for all purposes shall be
construed in accordance with the laws of said State. This Indenture is subject
to the provisions of the Trust Indenture Act that are required to be part of
this Indenture and shall, to the extent applicable, be governed by such
provisions.

Section 13.05 Treatment of Securities as Debt.
              -------------------------------

         It is intended that the Securities will be treated as indebtedness and
not as equity for federal income tax purposes. The provisions of this Indenture
shall be interpreted to further this intention.

Section 13.06 Compliance Certificates and Opinions.
              ------------------------------------

         (a)  Upon any application or demand by the Company to the Trustee to
take any action under any of the provisions of this Indenture, the Company shall
furnish to the Trustee an

                                       59

<PAGE>

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

         (b)  Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
in this Indenture shall include (1) a statement that the Person making such
certificate or opinion has read such covenant or condition; (2) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based; (3) a statement that, in the opinion of 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 (4) a statement as to whether or not, in the opinion of such
Person, such condition or covenant has been complied with.

Section 13.07 Payments on Business Days.
              -------------------------

         Except as provided pursuant to Section 2.01 pursuant to a Board
Resolution, and as set forth in an Officers' Certificate or established in one
or more indentures supplemental to this Indenture, in any case where the date of
maturity of interest or principal of any Security or the date of redemption of
any Security shall not be a Business Day, then payment of interest or principal
(and premium, if any) may be made on the next succeeding Business Day with the
same force and effect as if made on the nominal date of maturity or redemption,
and no interest shall accrue for the period after such nominal date.

Section 13.08 Conflict with Trust Indenture Act.
              ---------------------------------

         If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

Section 13.09 Counterparts.
              ------------

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

Section 13.10 Separability.
              ------------

         In case any one or more of the provisions contained in this Indenture
or in the Securities of any series shall for any reason be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Indenture or of
such Securities, but this Indenture and such Securities shall be construed as if
such invalid or illegal or unenforceable provision had never been contained
herein or therein.

                                       60

<PAGE>

Section 13.11 No Adverse Interpretation of Other Agreements.
              ---------------------------------------------

         This Indenture may not be used to interpret another indenture, loan or
debt agreement of the Company or a Subsidiary. Any such indenture, loan or debt
agreement may not be used to interpret this Indenture.

Section 13.12 Table of Contents, Headings, Etc.
              --------------------------------

         The Table of Contents, Cross-Reference Table 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 or provisions hereof.

                                   ARTICLE XIV

                           SUBORDINATION OF SECURITIES

Section 14.01 Subordination Terms.
              -------------------

         The payment by the Company of the principal of, premium, if any, and
interest on any series of Securities issued hereunder shall be subordinated to
other indebtedness of the Company to the extent established in or pursuant to a
Board Resolution of the Company, and set forth in an Officers' Certificate of
the Company, or established in one or more indentures supplemental hereto
relating to such Securities, as provided in Section 2.01 hereof.

                                       61

<PAGE>

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

                                    COMPANY:

                                    COMPUTER SCIENCES CORPORATION

                                    By: ___________________________
                                        Name:
                                        Title:


                                    TRUSTEE:

                                    _________________,
                                    as Trustee

                                    By: ___________________________
                                        Name:
                                        Title:

                                       62

<PAGE>

                                    EXHIBIT A

                         FORM OF CERTIFICATE OF TRANSFER

Computer Sciences Corporation
2100 East Grand Avenue
El Segundo, California  90245
Attention: Hayward D. Fisk

[Address of Trustee]

Re: [insert description of Securities]

Ladies and Gentlemen,

     Reference is hereby made to the Indenture, dated as of __________, ____,
among Computer Sciences Corporation, as issuer (the "Company") and
______________, a ______________, as trustee (the "Trustee"), [as supplemented
by that certain supplemental indenture dated as of _________][and the Board
Resolution adopted __________] (together, the "Indenture"). Capitalized terms
used but not defined herein shall have the meanings given to them in the
Indenture. _______________ (the "Transferor") owns and proposes to transfer the
Security or Securities or interest[s] in such Security or Securities specified
in Annex A hereto, in the principal amount of $_________ in such Security or
Securities or interest[s] (the "Transfer"), to ___________ (the "Transferee"),
as further specified in Annex A hereto. In connection with the Transfer, the
Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1.  [_]  Check if Transferee will take delivery of a beneficial interest in the
144A Global Security or a Definitive Security Pursuant to Rule 144A. The
Transfer is being effected pursuant to and in accordance with Rule 144A under
the United States Securities Act of 1933, as amended (the "Securities Act"),
and, accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Security is being transferred to a Person that the
Transferor reasonably believed and believes is purchasing the beneficial
interest or Definitive Security for its own account, or for one or more accounts
with respect to which such Person exercises sole investment discretion, and such
Person and each such account is a "qualified institutional buyer" within the
meaning of Rule 144A (a "QIB") in a transaction meeting the requirements of Rule
144A and such Transfer is in compliance with any applicable blue sky securities
laws of any State of the United States. Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Security will be subject to the restrictions
on transfer enumerated in the Private Placement Legend printed on the 144A
Global Security and/or the Definitive Security and in the Indenture and the
Securities Act.

2.  [_]  Check if Transferee will take delivery of a beneficial interest in the
Reg S Global Security or a Definitive Security pursuant to Regulation S. The
Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
904 under the Securities Act and, accordingly, the Transferor hereby further
certifies that (i) the Transfer is not being made to a

                                       A-1

<PAGE>

person in the United States and (y) at the time the buy order was originated,
the Transferee was outside the United States or such Transferor and any Person
acting on its behalf reasonably believed and believes that the Transferee was
outside the United States or (z) the transaction was executed in, on or through
the facilities of a designated offshore securities market and neither such
Transferor nor any Person acting on its behalf knows that the transaction was
prearranged with a buyer in the United States, (ii) no directed selling efforts
have been made in contravention of the requirements of Rule 903(b) or Rule 904
(b) of Regulation S under the Securities Act, (iii) the transaction is not part
of a plan or scheme to evade the registration requirements of the Securities Act
and (iv) if the proposed Transfer is being made prior to the expiration of the
Distribution Compliance Period, the Transfer is not being made to a U.S. person
(as such is defined in Regulation S) or for the account or benefit of a U.S.
person (other than an initial purchaser of the Securities) and the interest
transferred will be held immediately thereafter through Euroclear or
Clearstream. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive
Security will be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Reg S Global Security and/or the
Definitive Security and in the Indenture and the Securities Act.

3.  [_]  Check and complete if Transferee will take delivery of a beneficial
interest in a Definitive Security pursuant to any provision of the Securities
Act other than Rule 144A or Regulation S. The Transfer is being effected in
compliance with the transfer restrictions applicable to beneficial interests in
Restricted Global Securities and Restricted Definitive Securities and pursuant
to and in accordance with the Securities Act and any applicable blue sky
securities laws of any State of the United States, and accordingly the
Transferor hereby further certifies that (check one):

    (a)  [_]  Such Transfer is being effected pursuant to and in accordance with
    Rule 144 under the Securities Act; or

    (b)  [_]  Such Transfer is being effected to the Company or a subsidiary
    thereof; or

    (c)  [_]  Such Transfer is being effected pursuant to an effective
    registration statement under the Securities Act and in compliance with the
    prospectus delivery requirements of the Securities Act; or

    (d)  [_]  Such Transfer is being effected to an Institutional Accredited
    Investor and pursuant to an exemption from the registration requirements of
    the Securities Act other than Rule 144A, Rule 144 or Rule 904, and the
    Transferor hereby further certifies that it has not engaged in any general
    solicitation within the meaning of Regulation D under the Securities Act and
    the Transfer complies with the transfer restrictions applicable to
    beneficial interests in a Restricted Global Security or Restricted
    Definitive Security and the requirements of the exemption claimed, which
    certification is supported by a certificate executed by the Transferee
    in the form attached as Exhibit C to the Indenture. Upon consummation of
    the proposed Transfer in

                                       A-2

<PAGE>
    accordance with the terms of the Indenture, the Definitive Security will be
    subject to the restrictions on transfer enumerated in the Private Placement
    Legend printed on the Definitive Security and in the Indenture and the
    Securities Act.

4.  [_]  Check if Transferee will take delivery of a beneficial interest in an
Unrestricted Global Security or of an Unrestricted Definitive Security.

    (a)  [_]  Check if Transfer is pursuant to Rule 144. (i) The Transfer is
    being effected pursuant to and in accordance with Rule 144 under the
    Securities Act and in compliance with the transfer restrictions contained in
    the Indenture and any applicable blue sky securities laws of any State of
    the United States and (ii) the restrictions on transfer contained in the
    Indenture and the Private Placement Legend are not required in order to
    maintain compliance with the Securities Act. Upon consummation of the
    proposed Transfer in accordance with the terms of the Indenture, the
    transferred beneficial interest or Definitive Security will no longer be
    subject to the restrictions on transfer enumerated in the Private Placement
    Legend printed on the Restricted Global Securities, on Restricted
    Definitive Securities and in the Indenture and the Securities Act.

    (b)  [_]  Check if Transfer is Pursuant to Regulation S. (i) The Transfer is
    being effected pursuant to and in accordance with Rule 903 or Rule 904 under
    the Securities Act and in compliance with the transfer restrictions
    contained in the Indenture and any applicable blue sky securities laws of
    any State of the United States and (ii) the restrictions on transfer
    contained in the Indenture and the Private Placement Legend are not required
    in order to maintain compliance with the Securities Act. Upon consummation
    of the proposed Transfer in accordance with the terms of the Indenture, the
    transferred beneficial interest or Definitive Security will no longer be
    subject to the restrictions on transfer enumerated in the Private Placement
    Legend printed on the Restricted Global Securities, on Restricted Definitive
    Securities and in the Indenture and the Securities Act.

    (c)  [_]  Check if Transfer is Pursuant to Other Exemption. (i) The Transfer
    is being effected pursuant to and in compliance with an exemption from the
    registration requirements of the Securities Act other than Rule 144, Rule
    903 or Rule 904 and in compliance with the transfer restrictions contained
    in the Indenture and any applicable blue sky securities laws of any State of
    the United States and (ii) the restrictions on transfer contained in the
    Indenture and the Private Placement Legend are not required in order to
    maintain compliance with the Securities Act. Upon consummation of the
    proposed Transfer in accordance with the terms of the Indenture, the
    transferred beneficial interest or Definitive Security will not be subject
    to the restrictions on transfer enumerated in the Private Placement Legend
    printed on the Restricted Global Securities or Restricted Definitive
    Securities and in the Indenture.

                                       A-3

<PAGE>

     This certificate and the statements contained herein are made for your
     benefit and the benefit of the Company.

     ______________________________              Dated:

     ______________________________
     [Insert Name of Transferor]


     By: __________________________
      Name:
      Title:

                                       A-4

<PAGE>

                       ANNEX A TO CERTIFICATE OF TRANSFER

1.   The Transferor owns and proposed to transfer the following:

[CHECK ONE OF (a) OR (b)]

     (a)    [_]    a beneficial interest in the:

            (i)    [_]   144A Global Security (CUSIP _______), or

            (ii)   [_]   Reg S Global Security (CUSIP _______), or

     (b)    [_]    a Restricted Definitive Security.

2.   After the transfer the Transferee will hold:

     (a)    [_]    a beneficial interest in the:

            (i)    [_]   144A Global Security (CUSIP _______), or

            (ii)   [_]   Reg S Global Security (CUSIP _______), or

            (iii)  [_]   Unrestricted Global Security (CUSIP _______); or

     (b)    [_]    a Restricted Definitive Security; or

     (c)    [_]    an Unrestricted Definitive Security,

in accordance with the terms of the Indenture.

                                       A-5

<PAGE>

                                    EXHIBIT B

                         FORM OF CERTIFICATE OF EXCHANGE

Computer Sciences Corporation
2100 East Grand Avenue
El Segundo, California  90245
Attention: Hayward D. Fisk

[Address of Trustee]

Re: [insert description of the Securities]

Ladies and Gentlemen,

     Reference is hereby made to the Indenture, dated as of __________, ____,
among Computer Sciences Corporation, as issuer (the "Company") and
______________, a ________________, as trustee (the "Trustee") [as supplemented
by that certain supplemental indenture dated as of _________][and the Board
Resolution adopted __________] (together, the "Indenture"). Capitalized terms
used but not defined herein shall have the meanings given to them in the
Indenture.

     _______________, (the "Owner") owns and proposes to transfer the Security
or Securities or interest[s] in such Security or Securities specified herein, in
the principal amount of $_________ in such Security or Securities or interest[s]
(the "Exchange"). In connection with the Transfer, the Transferor hereby
certifies that:

     1.   Exchange of Restricted Definitive Securities or Beneficial Interests
in a Restricted Global Security for Unrestricted Definitive Securities or
Beneficial Interests in an Unrestricted Global Security.

          (a)  [_]  Check if Exchange is from beneficial interest in a
Restricted Global Security to beneficial interest in an Unrestricted Global
Security. In connection with the Exchange of the Owner's beneficial interest in
a Restricted Global Security for a beneficial interest in an Unrestricted Global
Security in an equal principal amount, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner's own account without
transfer, (ii) such Exchange has been effected in compliance with the transfer
restrictions applicable to the Global Securities and pursuant to and in
accordance with the United States Securities Act of 1933, as amended (the
"Securities Act"), (iii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest in an
Unrestricted Global Security is being acquired in compliance with any applicable
blue sky securities laws of any State of the United States.

          (b)  [_]  Check if Exchange is from beneficial interest in a
Restricted Global Security to Unrestricted Definitive Security. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global
Security for an Unrestricted Definitive Security

                                       B-1

<PAGE>

in an equal principal amount, the Owner hereby certifies (i) the Definitive
Security is being acquired for the Owner's own account without transfer, (ii)
such Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Securities and pursuant to and in accordance
with the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the Definitive Security is being
acquired in compliance with any applicable blue sky securities laws of any State
of the United States.

          (c)  [_]  Check if Exchange is from Restricted Definitive Security to
beneficial interest in an Unrestricted Global Security. In connection with the
Owner's Exchange of a Restricted Definitive Security for a beneficial interest
in an Unrestricted Global Security, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner's own account without
transfer, (ii) such Exchange has been effected in compliance with the transfer
restrictions applicable to Restricted Definitive Securities and pursuant to and
in accordance with the Securities Act, (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the beneficial
interest in an Unrestricted Global Security is being acquired in compliance with
any applicable blue sky securities laws of any State of the United States.

          (d)  [_]  Check if Exchange is from Restricted Definitive Security to
Unrestricted Definitive Security. In connection with the Owner's Exchange of a
Restricted Definitive Security for an Unrestricted Definitive Security, the
Owner hereby certifies (i) the Unrestricted Definitive Security is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to
Restricted Definitive Securities and pursuant to and in accordance with the
Securities Act, (iii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the Unrestricted Definitive Security
is being acquired in compliance with any applicable blue sky securities laws of
any State of the United States.

     2.   Exchange of Restricted Definitive Securities or Beneficial Interests
in Restricted Global Securities for Restricted Definitive Securities or
Beneficial Interests in Restricted Global Securities.

          (a)  [_]  Check if Exchange is from beneficial interest in a
Restricted Global Security to Restricted Definitive Security. In connection with
the Exchange of the Owner's beneficial interest in a Restricted Global Security
for a Restricted Definitive Security with an equal principal amount, the Owner
hereby certifies that the Restricted Definitive Security is being acquired for
the Owner's own account without transfer. Upon consummation of the proposed
Exchange in accordance with the terms of the Indenture, the Restricted
Definitive Security issued will continue to be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted
Definitive Security and in the Indenture and the Securities Act.

          (b)  [_]  Check if Exchange is from Restricted Definitive Security to
beneficial interest in a Restricted Global Security. In connection with the
Exchange of the Owner's Restricted Definitive Security for a beneficial interest
in the: [CHECK ONE] [_] 144A

                                       B-2

<PAGE>

Global Security or [_] Reg S Global Security with an equal principal amount, the
Owner hereby certifies (i) the beneficial interest is being acquired for the
Owner's own account without transfer and (ii) such Exchange has been effected in
compliance with the transfer restrictions applicable to Restricted Global
Securities and pursuant to and in accordance with the Securities Act, and in
compliance with any applicable blue sky securities laws of any State of the
United States. Upon consummation of the proposed Exchange in accordance with the
terms of the Indenture, the beneficial interest issued will be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the relevant Restricted Global Security and in the Indenture and the Securities
Act.

                                       B-3

<PAGE>

     This certificate and the statements contained herein are made for your
     benefit and the benefit of the Company.




     _______________________________
     [Insert Name of Owner]


     By: ___________________________
      Name:
      Title:


     Dated: _________________

                                       B-4

<PAGE>

                                    EXHIBIT C

                       FORM OF CERTIFICATE FROM ACQUIRING
                        INSTITUTIONAL ACCREDITED INVESTOR

Computer Sciences Corporation
2100 East Grand Avenue
El Segundo, California  90245
Attention: Hayward D. Fisk

[Address of Trustee]

Re: [insert description of the Securities]

Ladies and Gentlemen,

     Reference is hereby made to the Indenture, dated as of __________, ____,
among Computer Sciences Corporation, as issuer (the "Company") and
__________________, a __________________, as trustee (the "Trustee") [as
supplemented by that certain supplemental indenture dated as of _________][and
the Board Resolution adopted __________] (together, the "Indenture").
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

     In connection with our proposed purchase of $__________ aggregate principal
amount of: (a) a beneficial interest in a Global Security, or (b) a Definitive
Security, we confirm that:

     1.    We understand that any subsequent transfer of the Securities or any
interest therein is subject to certain restrictions and conditions set forth in
the Indenture and the undersigned agrees to be bound by, and no to resell,
pledge or otherwise transfer the Securities or any interest therein except in
compliance with, such restrictions and conditions and the United States
Securities Act of 1933, as amended (the "Securities Act").

     2.    We understand that the offer and sale of the Securities have not been
registered under the Securities Act, and that the Securities and any interest
therein may not be offered or sold except as permitted in the following
sentence. We agree, on our own behalf and on behalf of any accounts for which we
are acting as hereinafter stated, that if we should sell the Securities or any
interest therein, we will do so only (1) in the United States to a person whom
the seller reasonably believes is a "qualified institutional buyer" (as defined
in Rule 144A under the Securities Act) in a transaction meeting the requirements
of Rule 144A, (2) outside the United States in an offshore transaction in
accordance with Rule 904 under the Securities Act, (3) pursuant to an exemption
from registration under the Securities Act provided by Rule 144 thereunder (if
available) or (4) pursuant to an effective registration statement under the
Securities Act, in each of cases (1) through (4) in accordance with any
applicable securities laws of any state of the United States, and we further
agree to notify any purchaser of the Securities from us of the resale
restrictions referred to above.

                                       C-1

<PAGE>

     3.    We understand that, on any proposed resale of the Securities or
beneficial interest therein, we will be required to furnish to you and the
Company such certifications, legal opinions and other information as you and the
Company may reasonably require to confirm that the proposed sale complies with
the foregoing restrictions. We further understand that any subsequent transfer
by us of the Securities or beneficial interest therein acquired by us must be
effected through one of the initial purchasers of the Securities.

     4.    We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Securities, and we
and any accounts for which we are acting are each able to bear the economic risk
of our or its investment.

     5.    We are acquiring the Securities or beneficial interest therein
purchased by us for our own account or for one or more accounts (each of which
is an institutional "accredited investor") as to each of which we exercise sole
investment discretion.

                                       C-2

<PAGE>

     You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.



________________________________          Dated:____________________, _____
[Insert Name of Accredited Investor]



By:_____________________________
Name:
Title:

                                       C-3