<PAGE>

                                                                    Exhibit 4.1

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



                                   AVAYA INC.

                                       AND

                              THE BANK OF NEW YORK

                                     TRUSTEE

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



                                    INDENTURE

                           DATED AS OF [        ], 2001


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




                                 DEBT SECURITIES



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

<PAGE>

         Reconciliation and tie between Indenture dated as of [ ], 2001 and
the Trust Indenture Act of 1939. This reconciliation section does not
constitute part of the Indenture.

<TABLE>
<CAPTION>
TRUST INDENTURE ACT                                             INDENTURE
OF 1939 SECTION                                                 SECTION
-------------------                                             ---------
<S>                                                             <C>
310(a)(1)..............................................         7.10
   (a)(2)..............................................         7.10
   (a)(3)..............................................         Inapplicable
   (a)(4)..............................................         Inapplicable
   (b).................................................         7.08; 7.10
   (c).................................................         Inapplicable
311(a).................................................         7.11
   (b).................................................         7.11
   (c).................................................         Inapplicable
312(a).................................................         2.07
   (b).................................................         10.03
   (c).................................................         10.03
313(a).................................................         7.06
   (b)(1)..............................................         Inapplicable
   (b)(2)..............................................         7.06
   (c).................................................         10.02
   (d).................................................         7.06
314(a).................................................         4.02; 10.02
   (b).................................................         Inapplicable
   (c)(1)..............................................         10.04
   (c)(2)..............................................         10.04
   (c)(3)..............................................         Inapplicable
   (d).................................................         Inapplicable
   (e).................................................         10.05
   (f).................................................         Inapplicable
315(a).................................................         7.01(b)
   (b).................................................         7.05; 10.02
   (c).................................................         7.01(a)
   (d).................................................         7.01(c)
   (e).................................................         6.07
316(a) (last sentence).................................         10.10
   (a) (1).............................................         6.06
   (a) (2).............................................         Inapplicable
   (b).................................................         6.04
317(a).................................................         6.02
   (b).................................................         2.06
318(a).................................................         10.01
</TABLE>

<PAGE>

                               TABLE OF CONTENTS*

<TABLE>
<S>                                                                                        <C>
PARTIES.....................................................................................1
RECITALS OF THE COMPANY:
Purpose of Indenture........................................................................1
Compliance with Legal Requirements..........................................................1
Purpose of and Consideration for Indenture..................................................1

ARTICLE 1.
DEFINITIONS AND INCORPORATION BY REFERENCE.

Section 1.01.Definitions....................................................................1
Affiliate...................................................................................1
Agent.......................................................................................1
Authorized Newspaper........................................................................1
Board of Directors..........................................................................1
Board Resolution............................................................................1
Capitalized Leases..........................................................................1
Company.....................................................................................1
Company Order...............................................................................1
Consolidated Net Tangible Assets............................................................1
Corporation.................................................................................2
Default.....................................................................................2
Depositary..................................................................................2
Funded Debt.................................................................................2
Global Security.............................................................................2
Holder or Securityholder....................................................................2
Indebtedness................................................................................2
Indenture...................................................................................2
Lien........................................................................................2
Officer.....................................................................................3
Officers' Certificate.......................................................................3
Opinion of Counsel..........................................................................3
Original Issue Discount Security............................................................3
Person or person............................................................................3
Principal...................................................................................3
Principal Property..........................................................................3
Registered Security.........................................................................4
Responsible Officer.........................................................................4
Restricted Securities.......................................................................4
Restricted Subsidiary.......................................................................4
Sale and Leaseback Transaction..............................................................4
SEC.........................................................................................4
Secured Indebtedness........................................................................4
Series or Series of Securities..............................................................6
Securities..................................................................................6
Subsidiary..................................................................................6
TIA.........................................................................................6

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

*The Table of Contents is not part of the Indenture.


                                       -i-
<PAGE>

ARTICLE 1. (Continued)
Trust Indenture Act of 1939.................................................................6
Trustee.....................................................................................6
U.S. Government Obligations.................................................................6
U.S. Person.................................................................................7
Unregistered Security.......................................................................7
Voting Shares...............................................................................7
Yield to Maturity...........................................................................7
Section 1.02. Other Definitions.............................................................7
Section 1.03. Incorporation by Reference of Trust Indenture Act.............................7
Section 1.04. Rules of Construction.........................................................8

ARTICLE 2.
THE SECURITIES.

Section 2.01. Issuable in Series............................................................8
Section 2.02. Establishment of Terms and Form of Series of Securities.......................8
Section 2.03. Execution, Authentication and Delivery.......................................10
Section 2.04. Registrar and Paying Agent...................................................12
Section 2.05. Payment on Securities........................................................12
Section 2.06. Paying Agent to Hold Money in Trust..........................................13
Section 2.07. Securityholder Lists; Ownership of Securities................................13
Section 2.08. Transfer and Exchange........................................................14
Section 2.09. Replacement Securities.......................................................15
Section 2.10. Outstanding Securities.......................................................15
Section 2.11. Temporary Securities; Global Securities......................................15
Section 2.12. Cancellation.................................................................17
Section 2.13. Defaulted Interest...........................................................17
Section 2.14. CUSIP Numbers................................................................17

ARTICLE 3.
REDEMPTION.

Section 3.01. Notice to Trustee............................................................17
Section 3.02. Selection of Securities to be Redeemed.......................................18
Section 3.03. Notice of Redemption.........................................................18
Section 3.04. Effect of Notice of Redemption...............................................18
Section 3.05. Deposit of Redemption Price..................................................19
Section 3.06. Mandatory and Optional Sinking Funds.........................................19

ARTICLE 4.
COVENANTS.

Section 4.01. Payment of Securities........................................................22
Section 4.02. Reports by the Company.......................................................22
Section 4.03. Limitations on Liens.........................................................23
Section 4.04. Waiver of Covenants..........................................................23
Section 4.05. Calculation of Original Issue Discount.......................................23
Section 4.06. Statement As to Compliance...................................................23

ARTICLE 5.
SUCCESSOR CORPORATION

Section 5.01. Consolidation, Merger, Sale or Conveyance....................................24
Section 5.02. Assumption and Substitution..................................................24


                                      -ii-
<PAGE>

ARTICLE 6.
REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT.

Section 6.01. Events of Default; Acceleration of Maturity; Waiver of Default...............25
Section 6.02. Collection of Indebtedness by Trustee; Trustee May Prove Debt................27
Section 6.03. Application of Proceeds......................................................29
Section 6.04. Limitation on Suits by Securityholders.......................................29
Section 6.05. Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default......30
Section 6.06. Control by Securityholders; Waiver of Defaults...............................30
Section 6.07. Right of Court to Require Filing of Undertaking to Pay Costs.................31
Section 6.08. Waiver of Usury, Stay or Extension Laws......................................31

ARTICLE 7.
TRUSTEE.

Section 7.01. Duties of Trustee............................................................31
Section 7.02. Rights of Trustee............................................................32
Section 7.03. Individual Rights of Trustee.................................................33
Section 7.04. Trustee Disclaimer...........................................................33
Section 7.05. Notice of Default............................................................33
Section 7.06. Reports by Trustee to Holders................................................34
Section 7.07. Compensation and Indemnity...................................................34
Section 7.08. Replacement of Trustee.......................................................34
Section 7.09. Successor Trustee, Agents by Merger, etc.....................................36
Section 7.10. Eligibility; Disqualification................................................36
Section 7.11. Preferential Collection of Claims Against Company............................36

ARTICLE 8.
SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE; UNCLAIMED
MONEYS.

Section 8.01. Satisfaction and Discharge of Indenture......................................36
Section 8.02. Defeasance upon Deposit of Moneys or U.S. Government Obligations.............37
Section 8.03. Application of Moneys Deposited..............................................38
Section 8.04. Repayment of Moneys Held.....................................................38
Section 8.05. Return of Moneys Unclaimed for Two Years.....................................38
Section 8.06. Indemnity for Government Obligations.........................................39

ARTICLE 9.
AMENDMENTS AND WAIVERS.

Section 9.01. Without Consent of Holders...................................................39
Section 9.02. With Consent of Holders......................................................39
Section 9.03. Compliance with Trust Indenture Act..........................................40
Section 9.04. Revocation and Effect of Consents............................................40
Section 9.05. Notation on or Exchange of Securities........................................40
Section 9.06. Trustee Protected............................................................40

ARTICLE 10.
MISCELLANEOUS.

Section 10.01. Trust Indenture Act Controls................................................41
Section 10.02. Notices.....................................................................41
Section 10.03. Communication by Holders with Other Holders.................................42
Section 10.04. Certificate and Opinion as to Conditions Precedent..........................42
Section 10.05. Statements Required in Certificate or Opinion...............................42
Section 10.06. Legal Holidays..............................................................43


                                      -iii-
<PAGE>

Section 10.07. Governing Law...............................................................43
Section 10.08. No Adverse Interpretation of Other Agreements...............................43
Section 10.09. No Recourse Against Others..................................................43
Section 10.10. When Treasury Securities Disregarded........................................43
Section 10.11. Rules by Trustee, Paying Agent, Registrar...................................43
Section 10.12. Execution in Counterparts...................................................43
Section 10.13. Securities in a Foreign Currency............................................43
Section 10.14. Judgment Currency...........................................................44
SIGNATURES AND SEALS.......................................................................45
ACKNOWLEDGMENTS............................................................................46
</TABLE>


                                      -iv-

<PAGE>

         INDENTURE dated as of [      ], 2001, between Avaya Inc., a
corporation duly organized and validly existing under the laws of the State
of Delaware (the "Company"), and The Bank of New York, as trustee, a New York
banking corporation (the "Trustee").

                             RECITALS OF THE COMPANY

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness ("Securities") as herein
provided.

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

         For and 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 the Securities:

                                   ARTICLE 1.

                   DEFINITIONS AND INCORPORATION BY REFERENCE.

SECTION 1.01.  DEFINITIONS.

         "Affiliate" means any person directly or indirectly controlling or
controlled by, or under direct or indirect common control with, the Company.

         "Agent" means any Paying Agent or Registrar.

         "Authorized Newspaper" means a newspaper of general circulation, in
the official language of the country of publication or in the English
language, customarily published on each business day. Whenever successive
weekly publications in an Authorized Newspaper are required hereunder they
may be made (unless otherwise expressly provided herein) on the same or
different days of the week and in the same or different Authorized Newspapers.

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

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

         "Capitalized Leases" means all leases that have been or should be,
in accordance with GAAP, recorded as capitalized leases.

         "Company" means Avaya Inc. until a successor replaces it subject to
the provisions of Article 5 and thereafter means the successor.

         "Company Order" means an order signed by two Officers or by any
Officer and an Assistant Treasurer or an Assistant Secretary of the Company.

         "Consolidated Net Tangible Assets" means, at any date, the total
assets appearing in the most recently prepared consolidated balance sheet of
the Company and its consolidated Subsidiaries as of the end of the most
recent fiscal quarter of the Company for which such balance sheet is
available, prepared in accordance with generally accepted accounting
principles, less (a) all current liabilities as shown on such balance sheet
and (b) Intangible Assets, provided that, in the case of a balance sheet as
of the end of the first, second or third quarterly fiscal periods of the
Company, the date of such balance sheet is not more than 135 days prior to
the date of determination and, in the case of a balance sheet as of the end
of the fourth quarterly fiscal period of the Company, the date of such
balance sheet is not more than 180 days prior to



<PAGE>

the date of determination. "Intangible Assets" means the value (net of any
applicable reserves), as shown on or reflected in such balance sheet, of: (i)
all trade names, trademarks, licenses, patents, copyrights and goodwill; (ii)
organization costs; and (iii) deferred charges (other than prepaid items such
as insurance, taxes, interest, commissions, rents and similar items and
tangible assets being amortized); but in no event shall the term "Intangible
Assets" include product development cost.

         "Corporation" includes corporations and limited liability companies
and, except for purposes of Article 5, associations, companies and business
trusts.

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

         "Depositary" means, (i) with respect to Global Securities of any
Series which are offered for sale solely outside of the United States, a
common depositary for Morgan Guaranty Trust Company of New York, Brussels
office, as operator of the Euro-clear System, and Clearstream Banking, S.A.,
Luxembourg, and (ii) with respect to Global Securities of any Series which
are offered for sale in the United States, a clearing agency registered under
the Securities Exchange Act of 1934, or any successor thereto, which shall in
either case be designated by the Company pursuant to either Section 2.02 or
2.11.

         "Funded Debt" means any Indebtedness maturing by its terms more than
one year from the date of the determination thereof, including any
Indebtedness renewable or extendible at the option of the obligor to a date
later than one year from the date of the determination thereof.

         "Global Security" means, with respect to any Series of Securities
issued hereunder, a Security, which may be a Registered Security, or an
Unregistered Security, executed by the Company and authenticated and
delivered by the Trustee to the Depositary or pursuant to the Depositary's
instruction, all in accordance with this Indenture including Section 2.11 and
pursuant to a Company Order, and which shall represent, and shall be
denominated in an amount equal to the aggregate principal amount of, all of
the outstanding Securities of such Series or a portion thereof, in either
case having the same terms, including, without limitation, the same issue
date, date or dates on which principal is due, interest rate or method of
determining interest, and, in the case of Original Issue Discount Securities,
which have the same issue price. "Global Security" shall include any
temporary global Security and any permanent global Security.

         "Holder" or "Securityholder" means a bearer of an Unregistered
Security or of a coupon appertaining thereto or a person in whose name a
Registered Security is registered on the Registrar's books.

         "Indebtedness" or "Debt" of any Person means, without duplication,
(a) all indebtedness of such Person for borrowed money, (b) all obligations
of such Person for installment sale or other deferred purchase price of
property or services (other than trade payables incurred in the ordinary
course of such Person's business), (c) all obligations of such Person
evidenced by notes, bonds, debentures or other similar instruments, (d) all
obligations of such person as lessee under Capitalized Leases, (e) all
obligations, contingent or otherwise, of such Person in respect of
acceptances, standby letters of credit or similar extensions of credit, (f)
all Debt of others referred to in clauses (a) through (e) above or clause (g)
below guaranteed directly or indirectly in any manner by such Person, or in
effect guaranteed directly or indirectly by such person through an agreement
(1) to pay or purchase such Debt or to advance or supply funds for the
payment or purchase of such Debt or (2) to purchase, sell or lease (as lessee
or lessor) property, or to purchase or sell services, primarily for the
purpose of providing direct or indirect security for such Debt or to assure
the holder of such Debt against loss and (g) all Debt referred to in clauses
(a) through (f) above secured by (or for which the holder of such Debt has an
existing right, contingent or otherwise, to be secured by) any Lien on
property (including without limitation, accounts and contract rights) owned
by such Person, even through such Person has not assumed or become liable for
the payment of such Debt.

         "Indenture" means this Indenture as amended or supplemented from
time to time and shall include the forms and terms of particular Series of
Securities established as contemplated hereunder.

         "Lien" means any mortgage, pledge, security interest, lien, charge
or other encumbrance, but shall not include any of the foregoing types of
encumbrances on any property held for sale in the ordinary course of
business, inventory and work in progress or that are incidental to the
conduct of the business of the Company or any Restricted Subsidiary or the
ownership of the property and assets of any of them and that were not
incurred in connection with the creation, assumption, incurrence or guarantee
of any Indebtedness. Such incidental encumbrances that are to be excluded
from the term "Lien" include, without limitation: pledges or deposits made to
secure obligations of the Company or a Restricted Subsidiary under


                                       -2-
<PAGE>

workmen's compensation laws or similar legislation; liens imposed by law,
such as materialmen's, mechanics', carriers', workmen's, vendors',
repairmen's, or other like liens incurred in the ordinary course of business;
governmental (federal, state or municipal) liens arising out of contracts for
the purchase of products of the Company or a Restricted Subsidiary, and
deposits or pledges to obtain the release of any of the foregoing liens;
liens created by or resulting from any litigation or legal proceeding that is
currently being contested in good faith by appropriate proceedings; leases
made or existing on Principal Property entered into in the ordinary course of
business by the Company or a Restricted Subsidiary; landlords' liens under
leases of Principal Property to which the Company or a Restricted Subsidiary
is a party; zoning restrictions, easements, licenses or restrictions on the
use of Principal Property or minor irregularities in the title thereto;
deposits in connection with bids, tenders, contracts (other than for the
payment of money) to which the Company or any Restricted Subsidiary is a
party; deposits to secure public or statutory obligations of the Company or
any Restricted Subsidiary; deposits in connection with obtaining or
maintaining self-insurance or to obtain the benefits of any law, regulation
or arrangement pertaining to unemployment insurance, old age pensions, social
security or similar matters; deposits of cash or obligations of the United
States of America to secure surety, appeal or customs bonds to which the
Company or any Restricted Subsidiary is a party; and liens for taxes or
assessments or governmental charges or levies not yet due or delinquent, or
which can thereafter be paid without penalty, or which are being contested in
good faith by appropriate proceedings.

         "Officer" means the Chairman of the Board of Directors, any
Vice-Chairman of the Board of Directors, the Chief Executive Officer, the
Chief Financial Officer, the President, any Vice-President (whether or not
designated by a number or numbers, or a word or words added before or after
the title Vice President), the Treasurer, the Secretary or the Controller of
the Company.

         "Officers' Certificate" means a certificate signed by two Officers
or by any Officer and an Assistant Treasurer or an Assistant Secretary of the
Company.

         "Opinion of Counsel" means a written opinion of legal counsel who is
reasonably acceptable to the Trustee. The counsel may be an employee of or
counsel to the Company or the Trustee.

         "Original Issue Discount Security" means any Security which provides
for an amount less than the stated principal amount thereof to be due and
payable upon declaration of acceleration of the maturity thereof pursuant to
Section 6.01.

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

         "Principal" whenever used with reference to the securities or any
portion thereof shall be deemed to include "and premium, if any."

         "Principal Property" means any land, land improvements, buildings
and associated factory, laboratory and office (excluding all products
marketed by the Company or any Subsidiary) constituting a manufacturing
facility, development facility, warehouse facility, service facility, office
facility or operating facility (including any portion thereof), which
facility (a) is owned by the Company or any Restricted Subsidiary, (b) is
located within the United States and (c) has an acquisition cost plus
capitalized improvements in excess of 2.0% of Consolidated Net Tangible
Assets as of the date of such determination, other than (i) any such
facility, or portion thereof, which has been financed by obligations issued
by or on behalf of a State, a Territory or a possession of the United States,
or any political subdivision of any of the foregoing, or the District of
Columbia, the interest on which is excludable from gross income of the
holders thereof (other than a "substantial user" of such facility or a
"related person" as those terms are used in Section 147 of the Internal
Revenue code of 1986, as amended (the "Code"))


                                       -3-
<PAGE>

pursuant to the provisions of Section 103 of the Code (or any similar
provisions hereafter enacted) as in effect at the time of issuance of such
obligations, (ii) any such facility which the Board of Directors may by
resolution declare is not of material importance to the Company and the
Restricted Subsidiaries taken as a whole and (iii) any such facility, or
portion thereof, owned or leased jointly or in common with one or more
persons other than the Company and any Subsidiary and in which the interest
of the Company and all Subsidiaries does not exceed 50%.

         "Registered Security" means any Security issued hereunder and
registered as to principal and interest by the Registrar.

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

         "Restricted Securities" means any shares of capital stock or
Indebtedness of any Restricted Subsidiary.

         "Restricted Subsidiary" means (a) any Subsidiary (i) which has
substantially all its property within the United States of America, (ii)
which owns any Principal Property, and (iii) in which the investment of the
Company and all other Subsidiaries exceeds 2.0% of Consolidated Net Tangible
Assets as of the date of such determination; provided, however, that the term
"Restricted Subsidiary" shall not include (A) any Subsidiary (x) primarily
engaged in the business of purchasing, holding, collecting, servicing or
otherwise dealing in and with installment sales contracts, leases, trust
receipts, mortgages, commercial paper or other financing instruments and any
collateral or agreements relating thereto, including in the business,
individually or through partnerships, of financing (whether through long- or
short-term borrowings, pledges, discounts or otherwise) the sales, leasing or
other operations of the Company and the Subsidiaries or any of them, or (y)
engaged in the business of financing the assets and operations of third
parties; provided that notwithstanding (x) and (y) above, such Subsidiary
shall be a Restricted Subsidiary if it owns, leases or operates any property
which would qualify as Principal Property except as incidental to such
financing business; or (B) any Subsidiary acquired or organized after the
date of this Indenture for the purpose of acquiring the stock or business or
assets of any person other than the Company or any Restricted Subsidiary,
whether by merger, consolidation, acquisition of stock or assets or similar
transaction analogous in purpose or effect, so long as such Subsidiary does
not acquire by merger, consolidation, acquisition of stock or assets or
similar transactions analogous in purpose or effect all or any substantial
part of the business or assets of the Company or any Restricted Subsidiary;
and (b) any other Subsidiary which is hereafter designated by the Board of
Directors as a Restricted Subsidiary.

         "Sale and Leaseback Transaction" means any arrangement with any
person providing for the leasing by the Company or any Restricted Subsidiary
of any Principal Property (whether such Principal Property is now owned or
hereafter acquired) that has been or is to be sold or transferred by the
Company or such Restricted Subsidiary to such person, other than (a)
temporary leases for a term, including renewals at the option of the lessee,
of not more than three years; (b) leases between the Company and a Restricted
Subsidiary or between Restricted Subsidiaries; and (c) leases of Principal
Property executed by the time of, or within 180 days after the latest of, the
acquisition, the completion of construction or improvement (including any
improvements on property which will result in such property becoming
Principal Property), or the commencement of commercial operation of such
Principal Property.

         "SEC" means the Securities and Exchange Commission.

         "Secured Indebtedness" means (a) Indebtedness of the Company or a
Restricted Subsidiary which is secured by any Lien upon any Principal
Property or Restricted Securities and


                                       -4-
<PAGE>

(b) Indebtedness of the Company or a Restricted Subsidiary in respect of any
conditional sale or other title retention agreement covering Principal
Property or Restricted Securities; but "Secured Indebtedness" shall not
include any of the following:

                  (i) Indebtedness of the Company and the Restricted
         Subsidiaries outstanding on the date of this Indenture, secured by then
         existing Liens upon, or incurred in connection with conditional sales
         agreements or other title retention agreements with respect to,
         Principal Property or Restricted Securities;

                  (ii) Indebtedness which is secured by (A) purchase money Liens
         upon Principal Property or Restricted Securities acquired after the
         date of this Indenture, or (B) Liens placed on Principal Property after
         the date of this Indenture, during construction or improvement thereof
         (including any improvements on property which will result in such
         property becoming Principal Property) or placed thereon within 180 days
         after the later of acquisition, completion of construction or
         improvement or the commencement of commercial operation of such
         Principal Property or improvement, or placed on Restricted Securities
         acquired after the date of this Indenture, or (C) conditional sale
         agreements or other title retention agreements with respect to any
         Principal Property or Restricted Securities acquired after the date of
         this Indenture if (in each case referred to in this subparagraph (ii))
         (x) such Lien or agreement secures all or any part of the Indebtedness
         incurred for the purpose of financing all or any part of the purchase
         price or cost of construction of such Principal Property or improvement
         or Restricted Securities and (y) such Lien or agreement does not extend
         to any Principal Property or Restricted Securities other than the
         Principal Property or Restricted Securities so acquired or the
         Principal Property, or portion thereof, on which the property so
         constructed, or such improvement is located; provided, however, that
         the amount by which the aggregate principal amount of Indebtedness
         secured by any such Lien or agreement exceeds the cost to the Company
         or such Restricted Subsidiary of the related acquisition, construction
         or improvement shall be considered to be "Secured Indebtedness";

                  (iii) Indebtedness which is secured by Liens on Principal
         Property or Restricted Securities, which Liens exist at the time of
         acquisition (by any manner whatsoever) of such Principal Property or
         Restricted Securities by the Company or a Restricted Subsidiary
         (provided that such Liens were in existence prior to and were not
         created in contemplation of such acquisition and shall not extend to
         any other Principal Property or Restricted Securities of the Company or
         any Restricted Subsidiary);

                  (iv) Indebtedness of Restricted Subsidiaries owing to the
         Company or any other Restricted Subsidiary and Indebtedness of the
         Company owing to any Restricted Subsidiary;

                  (v) in the case of any person which becomes (by any manner
         whatsoever) a Restricted Subsidiary after the date of this Indenture,
         Indebtedness which is secured by Liens upon, or conditional sale
         agreements or other title retention agreements with respect to, its
         property which constitutes Principal Property or Restricted Securities,
         which Liens exist at the time such corporation becomes a Restricted
         Subsidiary;

                  (vi) guarantees by the Company of Secured Indebtedness of any
         Restricted Subsidiaries and guarantees by a Restricted Subsidiary of
         Secured Indebtedness of the Company and any other Restricted
         Subsidiaries;

                  (vii) Indebtedness arising from any Sale and Leaseback
         Transaction or synthetic lease transaction;

                  (viii) Indebtedness secured by Liens on property of the
         Company or a Restricted Subsidiary in favor of the United States of
         America, any State, Territory or possession thereof, or the District of
         Columbia, or any department, agency or instrumentality or


                                      -5-
<PAGE>

         political subdivision of the United States of America or any State,
         Territory or possession thereof, or the District of Columbia, or in
         favor of any other country or any political subdivision thereof, if
         such Indebtedness was incurred for the purpose of financing all or any
         part of the purchase price or the cost of construction of the property
         subject to such Liens; provided, however, that the amount by which the
         aggregate principal amount of Indebtedness secured by any such Lien
         exceeds the cost to the Company or such Restricted Subsidiary of the
         related acquisition or construction shall be considered to be "Secured
         Indebtedness"; and

                  (vii) the replacement, extension or renewal (or successive
         replacements, extensions or renewals) of any Indebtedness (in whole or
         in part) excluded from the definition of "Secured Indebtedness" by
         subparagraphs (i) through (vi) above; provided, however, that no Lien
         securing, or conditional sale or title retention agreement with respect
         to, such Indebtedness shall extend to or cover any Principal Property
         or any Restricted Securities, other than such property which secured
         the Indebtedness so replaced, extended or renewed (plus improvements on
         or to any such Principal Property); provided further, however, that to
         the extent that such replacement, extension or renewal increases the
         principal amount of Indebtedness secured by such Lien or is in a
         principal amount in excess of the principal amount of Indebtedness
         excluded from the definition of "Secured Indebtedness" by subparagraphs
         (i) through (vi) above, the amount of such increase or excess shall be
         considered to be "Secured Indebtedness".

         In no event shall the foregoing provisions be interpreted to mean or
their operation to cause the same Indebtedness to be included more than once
in the calculation of "Secured Indebtedness" as that term is used in this
Indenture.

         "Series" or "Series of Securities" means a series of Securities with
substantially identical terms except as to denomination (and except as may
reflect the differences between Registered, definitive, temporary, permanent,
Global, Unregistered and uncertificated Securities within a Series, if any)
with a title to distinguish the Securities of the Series from the Securities
of any other Series. The terms for any Series of Securities may provide that
the holders of Securities of such Series shall act as one class together with
the holders of Securities of one or more other Series in voting, giving
notice, waiving, giving directions or taking any other specified, permitted
or authorized action.

         "Securities" means the debentures, notes or other obligations of the
Company issued, authenticated and delivered under this Indenture.

         "Subsidiary" means any corporation a majority of the Voting Shares
of which are at the time owned or controlled, directly or indirectly, by the
Company or by one or more Subsidiaries, or by the Company and one or more
Subsidiaries.

         "TIA" means the Trust Indenture Act of 1939.

         "Trust Indenture Act of 1939" means (except as herein otherwise
expressly provided) the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa
-7bbbb) as amended, as in force at the date of this Indenture as originally
executed.

         "Trustee" means the party named as such in this Indenture until a
successor replaces it and thereafter means the successor and if, at any time,
there is more than one Trustee, "Trustee" as used with respect to the
Securities of any Series shall mean the Trustee with respect to that Series.

         "U.S. Government Obligations" means:

                  (i) direct obligations of the United States of America for the
         payment of which the full faith and credit of the United States of
         America is pledged: or


                                       -6-

<PAGE>

                  (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.

         "U.S. Person" means a citizen, national or resident of the United
States, a corporation, partnership or other entity created or organized in or
under the laws of the United States or any political subdivision thereof, or
an estate or trust whose income from sources without the United States is
includable in gross income for United States federal income tax purposes
regardless of its connection with the conduct of a trade or business within
the United States.

         "Unregistered Security" means any Security issued hereunder which is
not a Registered Security.

         "Voting Shares" means as to shares of a particular corporation,
outstanding shares of stock of any class of such corporation entitled to vote
in the election of directors, excluding shares entitled so to vote only upon
the happening of some contingency.

         "Yield to Maturity" means the yield to maturity, calculated by the
Company at the time of issuance of a Series of Securities or at the time of
issuance of the Securities of a Series or portion thereof, or, if applicable,
at the most recent determination of interest on such Series or Securities in
accordance with accepted financial practice.

SECTION 1.02.  OTHER DEFINITIONS.


<TABLE>
<CAPTION>
TERM                                            SECTION
----                                            -------
<S>                                             <C>
"Event of Default"                              6.01
"Legal Holiday"                                 10.06
"Paying Agent"                                  2.04
"Registrar"                                     2.04
</TABLE>



         SECTION 1.03. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

         Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture.
The following TIA terms used in this Indenture have the following meanings:

         "Commission" means the SEC.

         "indenture securities" means the Securities.

         "indenture security holder" means a Holder or a Securityholder.

         "indenture to be qualified" means this Indenture.

         "indenture trustee" or "institutional trustee" means the Trustee.

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

         All other terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule under TIA
have the meanings assigned to them therein.


                                       -7-
<PAGE>

SECTION 1.04.  RULES OF CONSTRUCTION.

         Unless the context otherwise requires:

                  (1) a term has the meaning assigned to it;

                  (2) an accounting term not otherwise defined has the
         meaning assigned to it in accordance with generally accepted
         accounting principles in the United States of America, and, except
         as may otherwise be herein expressly provided, the term "generally
         accepted accounting principles" with respect to any computation
         required or permitted hereunder shall mean such accounting
         principles as are generally accepted in the United States of America
         at the date of such computation; and

                  (3) "or" is not exclusive.


                                   ARTICLE 2.

                                 THE SECURITIES.

         SECTION 2.01. ISSUABLE IN SERIES.

         The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited. The Securities may be issued in
one or more Series. There may be Registered Securities and Unregistered
Securities within a Series and the Unregistered Securities may be subject to
such restrictions, and contain such legends, as may be required by United States
laws and regulations. Securities of different Series may differ in any respect;
provided that all Series of Securities shall be equally and ratably entitled to
the benefits of this Indenture.

         SECTION 2.02. ESTABLISHMENT OF TERMS AND FORM OF SERIES OF SECURITIES.

         (a) At or prior to the issuance of any Series of Securities, the
following shall be established either by or pursuant to a Board Resolution or by
an indenture supplemental hereto:

                  (1) the title of the Securities of the Series (which title
         shall distinguish the Securities of the Series from the Securities of
         any other Series and from any other securities issued by the Company);

                  (2) any limit upon the aggregate principal amount of the
         Securities of the Series which may be authenticated and delivered under
         this Indenture (which limit shall not pertain to Securities
         authenticated and delivered upon registration of transfer of, or in
         exchange for, or in lieu of, other Securities of the Series pursuant to
         Section 2.08, 2.09, 2.11, 3.05 or 9.05);

                  (3) the date or dates on which the principal of the Securities
         of the Series is payable or whether the Securities of a Series are due
         upon demand by the Holder;

                  (4) the rate or rates at which the Securities of the Series
         shall bear interest, if any, or the method of calculating such rate or
         rates of interest, the date or dates from which such interest shall
         accrue, the dates on which such interest shall be payable and, with
         respect to Registered Securities, the record date for the interest
         payable on any interest payment date;

                  (5) the place or places where the principal of and interest on
         Registered Securities and Unregistered Securities, if any, of the
         Series shall be payable;


                                       -8-
<PAGE>

                  (6) 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;

                  (7) the obligation, if any, of the Company to redeem or
         purchase Securities of the Series pursuant to any sinking fund or
         analogous provisions or upon the happening of a specified event 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 or purchased, in whole or in
         part, pursuant to such obligation, and any provisions for the
         remarketing of such Securities so redeemed or purchased;

                  (8) if in other than denominations of $1,000 and any integral
         multiple thereof, the denominations in which Securities of the Series
         shall be issuable;

                  (9) if other than the principal amount thereof, the portion of
         the principal amount of Securities of the Series which shall be payable
         upon declaration of acceleration of the maturity thereof pursuant to
         Section 6.01;

                  (10) whether Securities of the Series shall be issuable as
         Registered Securities or Unregistered Securities (with or without
         interest coupons), or both, or whether such Securities shall be
         uncertificated, and any restrictions applicable to the payment,
         offering, sale or delivery of Unregistered Securities and whether, and
         the terms upon which, Unregistered Securities of a Series may be
         exchanged for Registered Securities of the same Series and vice versa;

                  (11) whether and under what circumstances the Company will pay
         additional amounts on the Securities of that Series held by a person
         who is not a U.S. Person in respect of taxes or similar charges
         withheld or deducted and, if so, whether the Company will have the
         option to redeem such Securities rather than pay such additional
         amounts;

                  (12) the form of the Securities (or forms thereof if
         Unregistered Securities and Registered Securities shall be issuable in
         such Series) including such legends as may be required by United States
         laws or regulations, the form of any coupons or temporary global
         Security which may be issued and the forms of any certificates which
         may be required hereunder or under United States laws or regulations in
         connection with the offering, sale, delivery or exchange of
         Unregistered Securities;

                  (13) the coin or currency in which the Securities of the
         Series are denominated, including multiple currency units;

                  (14) if other than the coin or currency in which the
         Securities of the Series are denominated, the coin or currency in which
         payment of the principal of, premium, if any, or interest on the
         Securities of the Series shall be payable;

                  (15) if the amount of payments of principal of, premium, if
         any, or interest on the Securities of the Series may be determined with
         reference to one or more indices, the manner in which such amounts
         shall be determined;

                  (16) whether Securities of the Series are issuable as, or
         exchangeable for, one or more Global Securities and, in such case, the
         terms upon which interests in such Global Security or Global Securities
         shall be exchangeable by the Company or the Holder thereof for
         definitive Securities, and the identity of the Depositary for such
         Series;

                  (17) whether the Securities of the Series will be convertible
         into shares of common stock of the Company and/or exchangeable for
         other securities, whether or not issued by the Company, and, if so, the
         terms and conditions upon which such Securities will be so convertible
         or exchangeable, and any deletions from or modifications or additions
         to this


                                       -9-
<PAGE>

         Indenture to permit or to facilitate the issuance of such convertible
         or exchangeable Securities or the administration thereof; and

                  (18) any other terms of the Series (which terms shall not be
         inconsistent with the provisions of this Indenture) including any terms
         which may be required by or advisable under United States laws or
         regulations or advisable in connection with the marketing of Securities
         of that Series.

         (b) If the terms and form or forms of any Series of Securities are
established by or pursuant to a Board Resolution, the Company shall deliver a
copy of such Board Resolution to the Trustee at or prior to the issuance of
such Series with (1) the form or forms of Security which have been approved
attached thereto, or (2) if such Board Resolution authorizes a specific
Officer or Officers to approve the terms and form or forms of the Securities,
a certificate of such Officer or Officers approving the terms and form or
forms of Security with such form or forms of Securities attached thereto.
Such Board Resolution or certificate may provide general terms or parameters
for one or more Series or for Securities of any Series and may provide that
the specific terms of one or more Series or for Securities of a Series may be
determined in accordance with or pursuant to the Company Order referred to in
Section 2.03(d) hereof.

         SECTION 2.03. EXECUTION, AUTHENTICATION AND DELIVERY.

         (a) Securities shall be executed on behalf of the Company by its
Chairman of the Board of Directors, any Vice-Chairman of the Board of
Directors, the Chief Executive Officer, the Chief Financial Officer, the
President or a Vice President, its Treasurer or an Assistant Treasurer, and
may but need not have its corporate seal reproduced thereon which may but
need not be attested by its Secretary or an Assistant Secretary. Signatures
shall be manual or facsimile. The coupons of Unregistered Securities shall
bear the facsimile signature of the Treasurer or an Assistant Treasurer of
the Company.

         (b) If an Officer, an Assistant Treasurer or an Assistant Secretary
whose signature is on a Security or coupon no longer holds that office at the
time the Security is authenticated, the Security or coupon shall be valid
nevertheless.

         (c) A Security shall not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent and no coupon shall be
valid until the Security to which it appertains has been so authenticated.
Such signature shall be conclusive evidence that the Security has been
authenticated under this Indenture. Each Unregistered Security shall be dated
the date of its original issuance and each Registered Security shall be dated
the date of its authentication.

         (d) The Trustee shall authenticate and deliver Securities of any
Series for original issue from time to time in the aggregate principal amount
established for such Series pursuant to such procedures acceptable to the
Trustee as may be specified from time to time by a Company Order. The
maturity date, original issue date, interest rate and any other terms of the
Securities of such Series shall be determined by or pursuant to such Company
Order and procedures. If provided for in such procedures, such Company Order
may authorize authentication and delivery pursuant to oral instructions from
the Company or its duly authorized agent, which instructions shall be
promptly confirmed in writing.

         The Trustee may conclusively rely on the documents and opinion
delivered pursuant to Section 2.02 and this Section 2.03, as applicable
(unless revoked by superseding comparable documents or opinions) as to the
authorization of the Board of Directors of any Securities delivered
hereunder, the form thereof and the legality, validity, binding effect and
enforceability thereof.

         In authenticating Securities under this Indenture and accepting the
additional responsibilities under this Indenture in relation to such
Securities, the Trustee shall be entitled to


                                      -10-
<PAGE>

receive, and (subject to Section 7.01) shall be fully protected in relying
upon, an Opinion of Counsel stating:

                  (1) that the form of such Securities has been established by a
         supplemental indenture or by or pursuant to a Board Resolution in
         accordance with Sections 2.01 and 2.02 and in conformity with the
         provisions of this Indenture;

                  (2) that Securities in such form, when completed as to
         specific terms substantially in accordance with the Board Resolution
         establishing such form or any actions taken pursuant thereto (the
         records of which actions shall have been evidenced as provided in such
         Board Resolution), when executed and delivered by the Company to the
         Trustee for authentication, and when authenticated and delivered by the
         Trustee in accordance with the Indenture, all in the manner and subject
         to any conditions specified in such Opinion of Counsel, will constitute
         valid and legally binding obligations of the Company, enforceable in
         accordance with their terms, subject to bankruptcy, insolvency,
         reorganization and other laws of general applicability relating to or
         affecting the enforcement of creditors' rights and to general equity
         principles; and

                  (3) that all laws and requirements in respect of the execution
         and delivery by the Company of such Securities have been complied with
         in all material respects.

         If the terms and form or forms of such Securities have been
established by or pursuant to a Board Resolution as permitted by Section
2.02, the Trustee shall not be required to authenticate such Securities if
the issue of such Securities pursuant to this Indenture will adversely affect
the Trustee's own rights, duties or immunities under the Securities and this
Indenture or otherwise in a manner which is not reasonably acceptable to the
Trustee.

         Notwithstanding the foregoing, until the Company has delivered an
Officers' Certificate to the Trustee and the Registrar stating that, as a
result of the action described in such Officers' Certificate, the Company
would not suffer adverse consequences under the provisions of United States
law or regulations in effect at the time of the delivery of Unregistered
Securities, (i) delivery of Unregistered Securities will be made only outside
the United States and its possessions and (ii) Unregistered Securities will
be released in definitive form whether in the form of a Global Security or
otherwise to the person entitled to physical delivery thereof only upon
presentation of a certificate in the form prescribed by the Company in such
Officers' Certificate.

         The Trustee shall have the right to decline to authenticate and
deliver any Securities under this Section 2.03 if the Trustee, being advised
in writing by counsel, determines that such action may not lawfully be taken
or if the Trustee in good faith shall determine that such action would expose
the Trustee to personal liability to existing Holders.

         (e) The aggregate principal amount of Securities of any Series
outstanding at any time may not exceed any limit upon the maximum principal
amount for such Series set forth in the Board Resolution (or certificate of
an Officer or Officers) or supplemental indenture pursuant to Section 2.02.

         (f) The Trustee may appoint an authenticating agent to authenticate
Securities. The fees and expenses of any authenticating agent shall be paid
by the Company. An authenticating agent may authenticate Securities whenever
the Trustee may do so. Each reference in this Indenture to authentication by
the Trustee includes authentication by such agent. An authenticating agent
has the same rights as an Agent to deal with the Company or an Affiliate.


                                      -11-
<PAGE>

         (g) The form of the Trustee's Certificate of Authentication to appear
on the Securities shall read as follows:

         This is one of the Securities described in the within-mentioned
Indenture.

                                             THE BANK OF NEW YORK

                                             As Trustee,

                                             By
                                               --------------------------------
                                                    Authorized Signatory

         (h) If an authenticating agent has been appointed pursuant to
Section 2.03(f) the form of the Authenticating Agent's Certificate of
Authentication to appear on the Securities shall read as follows:

         This is one of the Securities described in the within-mentioned
Indenture.

                                             As Authenticating Agent,


                                             By
                                               --------------------------------
                                                    Authorized Officer


         SECTION 2.04. REGISTRAR AND PAYING AGENT.

         The Company shall maintain in the Borough of Manhattan, State of New
York, an office or agency where Registered Securities may be presented for
registration of transfer or for exchange ("Registrar") and an office or
agency where (subject to Sections 2.05 and 2.08) Securities may be presented
for payment or for exchange ("Paying Agent"). With respect to any Series of
Securities issued in whole or in part as Unregistered Securities, the Company
shall maintain one or more Paying Agents located outside the United States
and its possessions and shall maintain such Paying Agents for a period of two
years after the principal of such Unregistered Securities has become due and
payable. During any period thereafter for which it is necessary in order to
conform to United States tax law or regulations, the Company will maintain a
Paying Agent outside the United States and its possessions to which the
Unregistered Securities or coupons appertaining thereto may be presented for
payment and will provide the necessary funds therefor to such Paying Agent
upon reasonable notice. The Registrar shall keep a register with respect to
each Series of Securities issued in whole or in part as Registered Securities
and to their transfer and exchange. The Company may appoint one or more
co-Registrars and one or more additional Paying Agents for each Series of
Securities and the Company may terminate the appointment of any co-Registrar
or Paying Agent at any time upon written notice. The term "Registrar"
includes any co-Registrar, except that any co-Registrar shall not keep the
register. The term "Paying Agent" includes any additional Paying Agent. The
Company shall notify the Trustee of the name and address of any Agent not a
party to this Indenture. If the Company fails to maintain a Registrar or
Paying Agent, the Trustee shall act as such.

         SECTION 2.05. PAYMENT ON SECURITIES.

         (a) Subject to the following provisions, the Company will pay to the
Trustee the amounts of principal of and interest on the Securities at the
times and for the purposes set forth herein and in the text of the Securities
for each Series, and the Company hereby authorizes and directs the Trustee
from funds so paid to it to make or cause to be made payment of the principal
of and interest, if any, on the Securities and coupons of each Series as set
forth herein and in the text of such Securities and coupons. Except as
otherwise provided with respect to any Series of Securities, the Trustee will
arrange directly with any Paying Agent for the payment, or the


                                      -12-
<PAGE>

Trustee will make payment, from funds furnished by the Company, of the
principal of and interest, if any, on the Securities and coupons of each
Series by check in the currency in which the Securities are payable.

         (b) Interest, if any, on Registered Securities of a Series shall be
paid on each interest payment date for such Series to the Holder thereof at
the close of business on the relevant record dates specified in the
Securities of such Series. The Company may pay such interest by check mailed
to such Holder's address as it appears on the register for Securities of such
Series. Principal of Registered Securities shall be payable only against
presentation and surrender thereof at the office of the Paying Agent in New
York, New York, unless the Company shall have otherwise instructed the
Trustee in writing.

         (c) To the extent provided in the Securities of a Series, (i)
payments with respect to which coupons have been issued by the Company shall
be paid only against presentation and surrender of the coupons as they mature
and (ii) original issue discount (as defined in Section 1273 of the Internal
Revenue Code of 1986, as amended), if any, on Unregistered Securities with
respect to which coupons have not been issued shall be paid only against
presentation and surrender of such Securities; in either case at the office
of a Paying Agent located outside of the United States and its possessions,
unless the Company shall have otherwise instructed the Trustee in writing.
Principal of Unregistered Securities shall be paid only against presentation
and surrender thereof as provided in the Securities of a Series. If at the
time a payment of principal of or interest, if any, or original issue
discount, if any, on an Unregistered Security or coupon shall become due, the
payment of the full amount so payable at the office or offices of all the
Paying Agents outside the United States and its possession is illegal or
effectively precluded because of the imposition of exchange controls or other
similar restrictions on the payment of such amount in the applicable
currency, then the Company may instruct the Trustee to make such payments at
the office of a Paying Agent located in the United States, provided that
provision for such payment in the United States would not cause such
Unregistered Security to be treated as a "registration-required obligation"
under United States law and regulations.

         SECTION 2.06. PAYING AGENT TO HOLD MONEY IN TRUST.

         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 of any or all Series of Securities, or the Trustee, all
money held by the Paying Agent for the payment of principal or interest on
such Series of Securities, and that the Paying Agent will notify the Trustee
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. If the Company or a subsidiary acts as Paying
Agent, it shall segregate the money held by it for the payment of principal
or interest on any Series of Securities and hold such money as a separate
trust fund. The Company at any time may require a Paying Agent to pay all
money held by it to the Trustee. Upon so doing the Paying Agent shall have no
further liability for the money so paid.

         SECTION 2.07. SECURITYHOLDER LISTS; OWNERSHIP OF SECURITIES.

         (a) The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses
of Holders of each Series of Securities. If the Trustee is not the Registrar,
the Company shall furnish to the Trustee semiannually on or before the last
day of June and December in each year, and at such other times as the Trustee
may request in writing, a list, in such form and as of such date as the
Trustee may reasonably require, containing all the information in the
possession or control of the Registrar, the Company or any of its Paying
Agents other than the Trustee as to the names and addresses of Holders of
each such Series of Securities. If there are Unregistered Securities of any
Series outstanding, even if the Trustee is the Registrar, the Company shall
furnish to the Trustee such a list containing such information with respect
to Holders of such Unregistered Securities only.


                                      -13-
<PAGE>

             (b) Ownership of Registered Securities of a Series shall be
proved by the register for such Series kept by the Registrar. Ownership of
Unregistered Securities may be proved by the production of such Unregistered
Securities or by a certificate or affidavit executed by the person holding
such Unregistered Securities or by a depository with whom such Unregistered
Securities were deposited, if the certificate or affidavit is satisfactory to
the Trustee. The Company, the Trustee and any agent of the Company or the
Trustee may treat the bearer of any Unregistered Security or coupon and the
person in whose name a Registered Security is registered as the absolute
owner thereof for all purposes.

         SECTION 2.08. TRANSFER AND EXCHANGE.

         (a) Where Registered Securities of a Series are presented to the
Registrar with a request to register their transfer or to exchange them for
an equal principal amount of Registered Securities of the same Series, date
of maturity, interest rate, and original issue date of other authorized
denominations, the Registrar shall register the transfer or make the exchange
if its requirements for such transactions are met.

         (b) If both Registered and Unregistered Securities are authorized
for a Series of Securities and the terms of such Securities permit, (i)
Unregistered Securities may be exchanged for an equal principal amount of
Registered Securities or Unregistered Securities of the same Series, date of
maturity, interest rate, and original issue date in any authorized
denominations upon delivery to the Registrar (or a Paying Agent, if the
exchange is for Unregistered Securities) of the Unregistered Security with
all unmatured coupons and all matured coupons in default appertaining thereto
and if all other requirements of the Registrar (or such Paying Agent) and
such Securities for such exchange are met, and (ii) Registered Securities may
be exchanged for an equal principal amount of Unregistered Securities of the
same Series, date of maturity, interest rate, and original issue date in any
authorized denominations (except that any coupons appertaining to such
Unregistered Securities which have matured and have been paid shall be
detached) upon delivery to the Registrar of the Registered Securities and if
all other requirements of the Registrar (or such Paying Agent) and such
Securities for such exchange are met.

         Notwithstanding the foregoing, the exchange of Unregistered
Securities for Registered Securities or Registered Securities for
Unregistered Securities will be subject to the satisfaction of the provisions
of United States law and regulations in effect at the time of such exchange,
and no exchange of Registered Securities for Unregistered Securities will be
made until the Company has notified the Trustee and the Registrar that, as a
result of such exchange, the Company would not suffer adverse consequences
under such law or regulations.

         (c) To permit registrations of transfers and exchanges, the Trustee
shall authenticate Securities upon surrender of Securities for registration
of transfer or for exchange, subject to the prior receipt of a Company Order
upon the terms of Article 2 hereof, provided in this Section. The Company
will not make any charge for any registration of transfer or exchange but may
require the payment by the party requesting such registration of transfer or
exchange of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.

         (d) Neither the Company nor the Registrar shall be required (i) to
issue, register the transfer of or exchange Securities of any Series for the
period of 15 days immediately preceding the receipt of a notice by the
Trustee from the Company indicating that the Company intends to redeem
Securities, or (ii) to register the transfer of or exchange Securities of any
Series selected, called or being called for redemption as a whole or the
portion being redeemed of any such Securities selected, called or being
called for redemption in part.

         (e) Unregistered Securities or any coupons appertaining thereto
shall be transferable by delivery.


                                      -14-
<PAGE>

         SECTION 2.09. REPLACEMENT SECURITIES.

         (a) If a mutilated Security or a Security with a mutilated coupon
appertaining to it is surrendered to the Trustee, the Company shall issue and
the Trustee shall authenticate a replacement Registered Security, if such
surrendered Security was a Registered Security, or a replacement Unregistered
Security with coupons corresponding to the coupons appertaining to the
surrendered Security, if such surrendered Security was an Unregistered
Security, of the same Series, date of maturity, interest rate, and original
issue date if the Trustee's requirements are met.

         (b) If the Holder of a Security claims that the Security or any
coupon appertaining thereto has been lost, destroyed or wrongfully taken, the
Company shall issue and the Trustee shall authenticate a replacement
Registered Security, if such Holder's claim pertains to a Registered
Security, or a replacement Unregistered Security with coupons corresponding
to the coupons appertaining to the lost, destroyed or wrongfully taken
Unregistered Security or the Unregistered Security to which such lost,
destroyed or wrongfully taken coupon appertains, if such Holder's claim
pertains to an Unregistered Security, of the same Series, date of maturity,
interest rate, and original issue date, if the Trustee's requirements are
met; PROVIDED, HOWEVER, that the Holder shall provide to the Trustee and the
Company security or indemnity sufficient in the judgment of the Company and
the Trustee to protect the Company, the Trustee, any Agent or any
authenticating agent from any loss which any of them may suffer if a Security
is replaced. The Company may charge the party requesting a replacement
Security for its expenses in replacing a Security.

         (c) Every replacement Security is an additional obligation of the
Company.

         SECTION 2.10. OUTSTANDING SECURITIES.

         (a) Securities outstanding at any time are all Securities
authenticated by the Trustee except for those canceled by it, those delivered
to it for cancellation, and those described in this Section as not
outstanding.

         (b) If a Security is replaced pursuant to Section 2.09, it ceases to
be outstanding until the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

         (c) If the Paying Agent holds on a redemption date or maturity date
money sufficient to pay all amounts due on Securities of such Series, they
shall cease to be outstanding and interest on them ceases to accrue.

         (d) Any acquisition of any Security by the Company or an Affiliate
shall not operate as a redemption or satisfaction of the indebtedness
represented by such Security unless and until the same is cancelled and
delivered to the Trustee or surrendered to the Trustee for cancellation.

         (e) In determining whether the Holders of the requisite principal
amount of outstanding Securities of any Series have given any request,
demand, authorization, direction, notice, consent or waiver hereunder, or
whether sufficient funds are available for redemption or for any other
purpose, the principal amount of an Original Issue Discount Security that
shall be deemed to be outstanding for such purposes shall be the amount of
the principal thereof that would be due and payable as of the date of such
determination upon a declaration of acceleration of the maturity thereof
pursuant to Section 6.01.

         SECTION 2.11. TEMPORARY SECURITIES; GLOBAL SECURITIES.

         (a) Until definitive Registered Securities of any Series are ready
for delivery, the Company may prepare and execute and the Trustee shall
authenticate temporary Registered Securities of such Series. Temporary
Registered Securities of any Series shall be substantially in


                                      -15-
<PAGE>

the form of definitive Registered Securities of such Series but may have
variations that the Company considers appropriate for temporary Securities.
Every temporary Registered Security shall be executed by the Company and
authenticated by the Trustee, and registered by the Registrar, upon the same
conditions, and with like effect, as a definitive Registered Security.
Without unreasonable delay, the Company shall prepare and the Trustee shall
authenticate definitive Registered Securities of the same Series, date of
maturity, interest rate, and original issue date in exchange for temporary
Registered Securities. All references herein to "definitive Registered
Securities" shall be deemed to apply equally to permanent global Registered
Securities.

         (b) Until definitive or permanent global Unregistered Securities of
any Series are ready for delivery, the Company may prepare and execute and
the Trustee shall authenticate one or more temporary Unregistered Securities,
which may have coupons attached or which may be in the form of a single
temporary global Unregistered Security of that Series. The temporary
Unregistered Security or Securities of any Series shall be substantially in
the form approved by or pursuant to a Board Resolution and shall be delivered
outside the United States and its possessions to such person or persons as
the Company shall direct against such certification as the Company may from
time to time prescribe by or pursuant to a Board Resolution. The temporary
Unregistered Security or Securities of a Series shall be executed by the
Company and authenticated by the Trustee upon the same conditions, and with
like effect, as a definitive Unregistered Security of such Series, except as
provided herein or therein. A temporary Unregistered Security or Securities
shall be exchangeable for definitive or permanent global Unregistered
Securities at the time and on the conditions, if any, specified in the
temporary Security.

         (c) Upon any exchange of a part of a temporary or permanent global
Unregistered Security of a Series for definitive or permanent global
Unregistered Securities of such Series, the temporary or permanent global
Unregistered Security, as the case may be, shall be endorsed by the Trustee
or an authenticating agent for the Trustee to reflect the reduction of its
principal amount by an amount equal to the aggregate principal amount of
definitive or permanent Unregistered Securities, as the case may be, of such
Series so exchanged and endorsed. Upon any exchange of a part of a temporary
or permanent global Registered Security of a Series for definitive or
permanent global Registered Securities of such Series, the temporary or
permanent global Registered Security, as the case may be, shall be endorsed
by the Trustee or an authenticating agent for the Trustee to reflect the
reduction of its principal amount by an amount equal to the aggregate
principal amount of definitive or permanent Registered Securities, as the
case may be, of such Series so exchanged and endorsed.

         (d) If the Company shall establish pursuant to Section 2.02 that the
Securities of a particular Series are to be issued as one or more Global
Securities, then the Company shall execute and the Trustee shall, in
accordance with Section 2.03 and the Company Order delivered to the Trustee
thereunder, authenticate and deliver to the Depositary or pursuant to the
Depositary's instruction one or more Global Securities. Each Global Security
shall bear a legend substantially to the following effect: "Except as
otherwise provided in Section 2.11 of the Indenture, this Security may be
transferred, in whole but not in part, only to another nominee of the
Depositary or to a successor Depositary or to a nominee of such successor
Depositary."

         (e) Notwithstanding any other provision of this Section 2.11 or of
Section 2.08, except for exchanges of Global Securities as provided in
Section 2.11(c), a Global Security may be transferred, in whole but not in
part and in the manner provided in Section 2.08, only to another nominee of
the Depositary for such Series, or to a successor Depositary for such Series
selected or approved by the Company or to a nominee of such successor
Depositary.

         (f) If at any time the Depositary for a Series of Securities
notifies the Company that it is unwilling or unable to continue as Depositary
for such Series or, with respect to a Depositary contemplated by clause (ii)
of the definition thereof, if at any time the Depositary for such Series
shall no longer be registered or in good standing under the Securities
Exchange Act of 1934, as


                                      -16-
<PAGE>

amended, or other applicable statute or regulation and, in any such case, 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, this Section 2.11 shall no longer be
applicable to the Securities of such Series and the Company will execute, and
the Trustee will authenticate and deliver in accordance with a Company Order,
Securities of such Series in definitive registered form without coupons, or
in definitive bearer form with coupons, as applicable, 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.

         SECTION 2.12. CANCELLATION.

         The Company at any time may deliver Securities and coupons to the
Trustee for cancellation. The Registrar and the Paying Agent shall forward to
the Trustee any Securities and coupons surrendered to them, for registration
of transfer, or for exchange or payment. The Trustee shall cancel all
Securities and coupons surrendered for registration of transfer, or for
exchange, payment or cancellation and may dispose of cancelled Securities in
accordance with its standard procedures. The Company may not issue new
Securities to replace Securities of such Series that it has paid or delivered
to the Trustee for cancellation.

         SECTION 2.13. DEFAULTED INTEREST.

         If the Company defaults on a payment of interest on a Series of
Securities, it shall pay the defaulted interest as provided in such
Securities or in any lawful manner not inconsistent with the requirements of
any securities exchange on which such Securities may be listed and acceptable
to the Trustee.

         SECTION 2.14. CUSIP NUMBERS.

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

                                   ARTICLE 3.

                                   REDEMPTION.

         SECTION 3.01. NOTICE TO TRUSTEE.

         The Company may, with respect to any Series of Securities, reserve
the right to redeem and pay the Series of Securities or any part thereof, or
may covenant to redeem and pay the Series of Securities or any part thereof,
before maturity at such time and on such terms as provided for in such
Securities. If a Series of Securities is redeemable and the Company wants or
is obligated to redeem all or part of the Series of Securities pursuant to
the terms of such Securities, it shall notify the Trustee of the redemption
date and the principal amount of the Series of Securities to be redeemed. The
Company shall give thirty days (forty-five days if the Trustee is to give
notice or publish at the request of the Company) (sixty days if the Trustee is
required to make a selection under Section 3.02) advance notice to the Trustee
before the redemption date or such lesser notice as shall be satisfactory to
the Trustee.


                                      -17-
<PAGE>

         SECTION 3.02. SELECTION OF SECURITIES TO BE REDEEMED.

         Upon notice that less than all the Securities of a Series of the
same tenor are to be redeemed, the Trustee shall thereupon select the
Securities of the Series of the specified tenor to be redeemed in such manner
as the Trustee shall deem fair and appropriate, such selection to be made
from Securities of the Series of the specified tenor that are outstanding and
that have not previously been called for redemption. Securities of the Series
and portions of them selected by the Trustee shall be in amounts of $1,000 or
integral multiples of $1,000 or, with respect to Securities of any Series
issuable in other denominations pursuant to Section 2.02(a)(8), in amounts
equal to the minimum principal denomination for each such Series and integral
multiples thereof. Provisions of the Indenture that apply to Securities of a
Series called for redemption also apply to portions of Securities of that
Series called for redemption. The Trustee shall promptly notify the Company
in writing of the Securities selected for redemption and, in the case of any
Securities selected for partial redemption, the principal amount thereof to
be redeemed.

         SECTION 3.03. NOTICE OF REDEMPTION.

         (a) At least 30 days but not more than 60 days before a redemption
date, the Company shall mail a notice of redemption by first-class mail to
each Holder of Registered Securities that are to be redeemed.

         (b) If Unregistered Securities are to be redeemed, notice of
redemption shall be published in an Authorized Newspaper in The City of New
York, and if such Securities to be redeemed are listed on the London Stock
Exchange, London, and, if such Securities to be redeemed are listed on the
Luxembourg Stock Exchange, Luxembourg, once in each of four successive
calendar weeks, the first publication to be not less than 30 nor more than 90
days before the redemption date.

         (c) All notices shall identify the Series of Securities (which may
but are not required to include CUSIP numbers) to be redeemed and shall state:

                  (1) the redemption date;

                  (2) the redemption price;

                  (3) if less than all the outstanding Securities of a Series
         are to be redeemed, the identification (and, in the case of partial
         redemption, the principal amounts) of the particular Securities to be
         redeemed;

                  (4) the name and address of the Paying Agent;

                  (5) the Securities of the Series called for redemption and
         that all unmatured coupons, if any, appertaining thereto must be
         surrendered to the Paying Agent to collect the redemption price;

                  (6) that interest on Securities of the Series called for
         redemption ceases to accrue on and after the redemption date; and

                  (7) if the redemption is for a mandatory or optional sinking
         fund payment.

         At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense.

         SECTION 3.04. EFFECT OF NOTICE OF REDEMPTION.

         Once notice of redemption is mailed or published, Securities of a
Series called for redemption become due and payable on the redemption date.
Upon surrender to the Paying Agent of such Securities together with all
unmatured coupons, if any, appertaining thereto, such


                                      -18-
<PAGE>

Securities shall be paid at the redemption price plus accrued interest to the
redemption date, but regular installments of interest due on or prior to the
redemption date will be payable, in the case of Unregistered Securities, to
the bearers of the coupons for such interest upon surrender thereof, and, in
the case of Registered Securities, to the Holders of such Securities of
record at the close of business on the relevant record dates.

         SECTION 3.05. DEPOSIT OF REDEMPTION PRICE.

         No later than 11:00 A.M. (New York City time) on the redemption
date, the Company shall deposit with the Trustee money sufficient to pay the
redemption price of and (unless the redemption date shall be an interest
payment date) interest accrued to the redemption date on all Securities to be
redeemed on that date.

         Upon surrender of a Security that is redeemed in part, the Company
shall issue and the Trustee shall authenticate for the Holder of that
Security a new Security or Securities of the same Series, the same form and
the same date of maturity, interest rate, and original issue date in
authorized denominations equal in aggregate principal amount to the
unredeemed portion of the Security surrendered.

         SECTION 3.06. MANDATORY AND OPTIONAL SINKING FUNDS.

         The minimum amount of any sinking fund payment provided for by the
terms of any Series of Securities 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 any Series of Securities is herein referred to
as an "optional sinking fund payment". The date on which a sinking fund
payment is to be made is herein referred to as the "sinking fund payment
date".

         In lieu of making all or any part of any mandatory sinking fund
payment with respect to any Series of Securities in cash, the Company may at
its option (a) deliver to the Trustee Securities of such Series theretofore
purchased or otherwise acquired (except upon redemption pursuant to the
mandatory sinking fund) by the Company or receive credit for Securities of
such Series (not previously so credited) theretofore purchased or otherwise
acquired (except as aforesaid) by the Company and delivered to the Trustee
for cancellation pursuant to Section 2.12, (b) receive credit for optional
sinking fund payments (not previously so credited) made pursuant to this
Section, or (c) receive credit for Securities of such Series (not previously
so credited) redeemed by the Company through any optional redemption
provision contained in the terms of such Series. Securities so delivered or
credited shall be received or credited by the Trustee at the sinking fund
redemption price specified in such Securities.

         On or before the sixtieth day next preceding each sinking fund
payment date for any Series, the Company will deliver to the Trustee a
written statement signed by an authorized officer of the Company (a)
specifying the portion of the mandatory sinking fund payment to be satisfied
by payment of cash and the portion to be satisfied by credit of Securities of
such Series, (b) stating that none of the Securities of such Series has
theretofore been so credited, (c) stating that no defaults in the payment of
interest or Events of Default with respect to such Series have occurred
(which have not been waived or cured) and are continuing, (d) stating whether
or not the Company intends to exercise its right to make an optional sinking
fund payment with respect to such Series and, if so, specifying the amount of
such optional sinking fund payment which the Company intends to pay on or
before the next succeeding sinking fund payment date, and (e) specifying such
sinking fund payment date. Any Securities of such Series to be credited and
required to be delivered to the Trustee in order for the Company to be
entitled to credit therefor as aforesaid which have not theretofore been
delivered to the Trustee shall be delivered for cancellation pursuant to
Section 2.12 to the Trustee with such written statement (or reasonably
promptly thereafter if acceptable to the Trustee). Such written statement
shall be irrevocable and upon its receipt by the Trustee the Company shall
become unconditionally obligated to make all the cash payments or payments
therein referred to, if any, on or before the next succeeding sinking fund
payment date. Failure of the Company, on or before any such sixtieth day, to
deliver


                                      -19-
<PAGE>

such written statement and Securities specified in this paragraph, if any,
shall not constitute a default but shall constitute, on and as of such date,
the irrevocable election of the Company (i) that the mandatory sinking fund
payment for such Series due on the next succeeding sinking fund payment date
shall be paid entirely in cash without the option to deliver or credit
Securities of such Series in respect thereof and (ii) that the Company will
make no optional sinking fund payment with respect to such Series as provided
in this Section.

         If the sinking fund payment or payments (mandatory or optional or
both) to be made in cash on the next succeeding sinking fund payment date
plus any unused balance of any preceding sinking fund payments made in cash
shall exceed $50,000 (or a lesser sum if the Company shall so request) with
respect to the Securities of any particular Series, such cash shall be
applied on the next succeeding sinking fund payment date to the redemption of
Securities of such Series at the sinking fund redemption price together with
accrued interest to the date fixed for redemption. If such amount shall be
$50,000 or less and the Company makes no such request then it shall be
carried over until a sum in excess of $50,000 is available. The Trustee shall
select, in the manner provided in Section 3.02, for redemption on such
sinking fund payment date a sufficient principal amount of Securities of such
Series to absorb said cash, as nearly as may be possible, and shall (if
requested in writing by the Company) inform the Company of the serial numbers
of the Securities of such Series (or portions thereof) so selected.
Securities of any Series which are (a) owned by the Company or an entity
known by the Trustee to be directly or indirectly controlling or controlled
by or under direct or indirect common control with the Company, as shown by
the Security register, and not known to the Trustee to have been pledged or
hypothecated by the Company or any such entity or (b) identified in an
Officers' Certificate at least 60 days prior to the sinking fund payment date
as being beneficially owned by, and not pledged or hypothecated by, the
Company or an entity directly or indirectly controlling or controlled by or
under direct or indirect common control with the Company shall be excluded
from Securities of such Series eligible for selection for redemption. The
Trustee, in the name and at the expense of the Company (or the Company, if it
shall so request the Trustee in writing) shall cause notice of redemption of
the Securities of such Series to be given in substantially the manner
provided in Section 3.03 (and with the effect provided in Section 3.04) for
the redemption of Securities of such Series in part at the option of the
Company. The amount of any sinking fund payments not so applied or allocated
to the redemption of Securities of such Series shall be added to the next
cash sinking fund payment for such Series and, together with such payment,
shall be applied in accordance with the provisions of this Section. Any and
all sinking fund moneys held on the stated maturity date of the Securities of
any particular Series (or earlier, if such maturity is accelerated), which
are not held for the payment or redemption of particular Securities of such
Series shall be applied, together with other moneys, if necessary, sufficient
for the purpose, to the payment of the principal of, and interest on, the
Securities of such Series at maturity.

         At least one business day before each sinking fund payment date, the
Company shall pay to the Trustee in cash or shall otherwise provide for the
payment of all interest accrued to the date fixed for redemption on
Securities to be redeemed on the next following sinking fund payment date.

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


                                      -21-
<PAGE>

payment date in any year, such moneys shall thereafter be applied on the next
succeeding sinking fund payment date in accordance with this Section to the
redemption of such Securities.

                                   ARTICLE 4.

                                   COVENANTS.

         SECTION 4.01. PAYMENT OF SECURITIES.

         The Company shall pay the principal of and interest on the
Securities on the dates and in the manner provided herein and in the
Securities. An installment of principal or interest shall be considered paid
on the date it is due if the Trustee or Paying Agent holds on that date money
designated for and sufficient to pay the installment. If the Securities of a
Series provide for the payment of additional amounts as contemplated by
Section 2.02(a)(11), at least 10 days prior to the first interest payment
date with respect to that Series of Securities (or if the Securities of that
Series will not bear interest prior to maturity, the first day on which a
payment of principal and any premium is made), and at least 10 days prior to
each date of payment of principal and any premium or interest if there has
been any change with respect to the matters set forth in the below-mentioned
Officers' Certificate, the Company will furnish the Trustee and the Company's
principal Paying Agent or Paying Agents, if other than the Trustee, with an
Officers' Certificate instructing the Trustee and such Paying Agent or Paying
Agents whether such payment of principal of and any premium or interest on
the Securities of that Series shall be made to Holders of Securities of that
Series or any related coupons who are not U.S. persons without withholding
for or on account of any tax, assessment or other governmental charge
described in the Securities of the Series. If any such withholding shall be
required, then such Officers' Certificate shall specify by country the
amount, if any, required to be withheld on such payments to such Holders of
Securities or coupons and the Company will pay to the Trustee or such Paying
Agent such additional amounts as may be required pursuant to the terms
applicable to such Series. The Company covenants to indemnify the Trustee and
any Paying Agent for, and to hold them harmless against, any loss, liability
or expense reasonably incurred without negligence or bad faith on their part
arising out of or in connection with actions taken or omitted by any of them
in reliance on any Officers' Certificate furnished pursuant to this Section.

         SECTION 4.02. REPORTS BY THE COMPANY.

         The Company covenants:

                  (a) to file with the Trustee, within 15 days after the Company
         is required to file the same with the SEC, 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 SEC may from time to time by
         rules and regulations prescribe) which the Company may be required to
         file with the SEC pursuant to section 13 or section 15(d) of the
         Securities Exchange Act of 1934, as amended; or, if the Company is not
         required to file information, documents or reports pursuant to either
         of such sections, then to file with the Trustee and the SEC, in
         accordance with rules and regulations prescribed from time to time by
         the SEC, such of the supplementary and periodic information, documents
         and reports which may be required pursuant to section 13 of the
         Securities Exchange Act of 1934, as amended, 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; PROVIDED,
         HOWEVER, that the filing of the Company's annual reports and of the
         information, documents and other reports or copies of such portions of
         any of the foregoing which the Company may be required to file with the
         SEC pursuant to section 13 or section 15(d) of the Securities Exchange
         Act of 1934, as amended, via the EDGAR filing system constitutes
         compliance with the provisions of this Section 4.02;


                                      -22-
<PAGE>

                  (b) to file with the Trustee and the SEC, in accordance with
         the rules and regulations prescribed from time to time by the SEC, 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; and

                  (c) to transmit by mail to all Holders of Registered
         Securities, as the names and addresses of such Holders appear on the
         register for each Series of Securities, and to such Holders of
         Unregistered Securities as have, within the two years preceding such
         transmission, filed their names and addresses with the Trustee for that
         purpose, within 30 days after the filing thereof with the Trustee, and
         to all Holders whose names appear on the list furnished to the Trustee
         by the Company under Section 2.07(a), such summaries of any
         information, documents and reports required to be filed by the Company
         pursuant to subsections (a) and (b) of this Section 4.02 as may be
         required by rules and regulations prescribed from time to time by the
         SEC.

         SECTION 4.03. LIMITATIONS ON LIENS.

         The Company will not create, assume, incur or guarantee, and will
not permit any Restricted Subsidiary to create, assume, incur or guarantee,
any Secured Indebtedness without in any such case effectively providing,
concurrently with the creation, assumption, incurrence or guarantee of such
Secured Indebtedness that all the Securities of each Series then outstanding
shall be secured equally and ratably with (or prior to) such Secured
Indebtedness (together with, if the Company shall so determine, any other
Indebtedness of the Company or such Restricted Subsidiary then existing or
thereafter created which is not subordinate to the Securities of each Series)
so long as such Secured Indebtedness shall be outstanding unless such Secured
Indebtedness, when added to the aggregate amount of all Secured Indebtedness
then outstanding (not including in this computation Secured Indebtedness if
the Securities of each Series are secured equally and ratably with (or prior
to) such Secured Indebtedness and further not including in this computation
any Secured Indebtedness which is concurrently being retired) would not
exceed the greater of $500 million or 15% of Consolidated Net Tangible Assets.

         For purposes of this Section 4.03, the creation of a Lien on
Principal Property or Restricted Securities to secure Indebtedness which
existed prior to the creation of such Lien shall be deemed to involve the
creation of Secured Indebtedness in an amount equal to the principal amount
secured by the Lien.

         SECTION 4.04. WAIVER OF COVENANTS.

         The Company may omit in any particular instance to comply with any
covenant or condition set forth in Sections 4.03 and 4.04 hereof with respect
to the Securities of any Series if before or after the time for such
compliance the holders of a majority in aggregate principal amount of the
Securities of such Series at the time outstanding treating all such Series as
a class shall, by action of such Securityholders in accordance with this
Indenture, 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 (x) any other Series of Securities or (y) such covenant or
condition except to the extent so expressly waived, and, until such waiver
shall become effective, the obligations of the Company and duties of the
Trustee in respect of any such covenant or condition shall remain in full
force and effect.

         SECTION 4.05. CALCULATION OF ORIGINAL ISSUE DISCOUNT.

         The Company shall provide to the Trustee on a timely basis such
information as the Trustee reasonably requires to enable the Trustee to
prepare and file any form required to be submitted by the Company with the
Internal Revenue Service and the Holders of the notes relating to original
issue discount, including, without limitation, Form 1099-OID or any successor
form.

         SECTION 4.06. STATEMENT AS TO COMPLIANCE.

         The Company will deliver to the Trustee annually, within 120 days after
the close of each fiscal year beginning with the fiscal year ended September
30, 2001 a brief certificate from its principal executive officer, principal
financial officer, principal accounting officer or treasurer as to his or her
best knowledge of the Company's compliance (without regard to periods of
grace or notice requirements) with all conditions and covenants under this
Indenture.

                                      -23-
<PAGE>

                                   ARTICLE 5.

                             SUCCESSOR CORPORATION.

         SECTION 5.01. CONSOLIDATION, MERGER, SALE OR CONVEYANCE.

         The Company shall not consolidate with or merge into any other
Person (whether or not affiliated with the Company), or convey, transfer or
lease its properties and assets as an entirety or substantially as an
entirety to any other Person (whether or not affiliated with the Company),
and the Company shall not permit any other Person (whether or not affiliated
with the Company) to consolidate with or merge into the Company or convey,
transfer or lease its properties and assets as an entirety or substantially
as an entirety to the Company, unless:

                  (1) in case the Company shall consolidate with or merge into
         another Person or convey, transfer or lease its properties and assets
         as an entirety or substantially as an entirety to any Person, the
         Person formed by such consolidation or into which the Company is merged
         or the Person which acquires by conveyance or transfer, or which
         leases, the properties and assets of the Company as an entirety or
         substantially as an entirety shall be a corporation organized and
         existing under the laws of the United Sates of America, any state
         thereof or the District of Columbia and shall expressly assume, by an
         indenture (or indentures, if it such time there is more than one
         Trustee) supplemental hereto, executed by the successor Person and
         delivered to the Trustee the due and punctual payment of the principal
         of any premium and interest on the Securities and the performance of
         every obligation in this Indenture and the outstanding Securities on
         the part of the Company to be performed or be observed and shall
         provide for conversion or exchange rights in accordance with the
         provisions of the Securities of any series that are convertible or
         exchangeable into common stock or other securities;

                  (2) immediately after giving effect to such transaction and
         treating any Indebtedness which becomes an obligation of the Company or
         a Subsidiary as a result of such transactions as having been incurred
         by the Company or such Subsidiary at the time of such transaction, no
         Event of Default or event which, after notice or lapse of time, or
         both, would become an Event of Default, shall have occurred and be
         continuing; and

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

         SECTION 5.02. ASSUMPTION AND SUBSTITUTION.

         In case of any such consolidation, merger, sale or conveyance, and
following such an assumption by the successor corporation, such successor
corporation shall succeed to and be substituted for the Company, with the
same effect as if it had been named herein.

Such successor corporation may cause to be signed, and may issue either in
its own name or in the name of Avaya Inc., any or all of the Securities
issuable pursuant to the provisions of Section 2.01 which theretofore shall
not have been signed by the Company and delivered to the Trustee; and, upon
the order of such successor corporation instead of the Company and subject to
all the terms, conditions and limitations in this Indenture prescribed, the
Trustee shall authenticate and shall deliver any Securities which previously
shall have been signed and delivered by the officers of the Company to the
Trustee for authentication pursuant to such provisions and any Securities
which such successor corporation thereafter shall cause to be signed and
delivered to the Trustee on its behalf for that purpose pursuant to such
provisions. All the Securities so issued shall in all respects have the same
legal rank and benefit under this Indenture as the Securities theretofore or


                                      -24-
<PAGE>

thereafter issued in accordance with the terms of this Indenture as though
all of such Securities had been issued at the date of the execution hereof.

         In case of any such consolidation, merger, sale or conveyance, such
changes in phraseology and form may be made in the Securities thereafter to
be issued as may be appropriate.

         Nothing contained in this Indenture or in any of the Securities
shall prevent the Company from merging into itself any other corporation or
entity (whether or not affiliated with the Company) or acquiring by purchase
or otherwise all or any part of the property of any other corporation or
entity (whether or not affiliated with the Company).

                                   ARTICLE 6.

                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                              ON EVENT OF DEFAULT.

         SECTION 6.01. EVENTS OF DEFAULT; ACCELERATION OF MATURITY; WAIVER OF
DEFAULT.

         In case one or more of the following Events of Default shall have
occurred and be continuing with respect to the Securities of any Series
("Events of Default"), that is to say:

                  (a) default 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 30
         days;

                  (b) default 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 either at maturity, upon redemption, by
         declaration or otherwise;

                  (c) failure on the part of the Company duly to observe or
         perform any other of the covenants or agreements on the part of the
         Company in the Securities of that Series, in this Indenture contained
         or in any supplemental indenture under which the Securities of that
         Series have been issued, excluding any failure which resulted from a
         change in generally accepted accounting principles, for a period of 90
         days after the date on which written notice of such failure (specified
         as a "Notice of Default"), requiring the Company to remedy the same,
         shall have been given to the Company by the Trustee or to the Company
         and the Trustee by Holders of at least twenty-five percent in aggregate
         principal amount of the Securities of such Series at the time
         outstanding;

                  (d) if any event of default as defined in any mortgage,
         indenture or instrument under which there may be issued, or by which
         there may be secured or evidenced, any Indebtedness of the Company or
         any Restricted Subsidiary (including an Event of Default under any
         other Series of Securities), whether such Indebtedness now exists or
         shall hereafter be created or incurred, shall happen and shall consist
         of a default in the payment of more than $100,000,000 in principal
         amount of such Indebtedness at the maturity thereof (after giving
         effect to any applicable grace period) or shall result in such
         Indebtedness in principal amount in excess of $100,000,000 becoming or
         being declared due and payable prior to the date on which it would
         otherwise become due and payable, and such default shall not be cured
         or such acceleration shall not be rescinded or annulled within a period
         of 30 days after there shall have been given, by registered or
         certified mail, to the Company by the Trustee or to the Company and the
         Trustee by the Holders of at least 25% in principal amount of the
         outstanding Securities of such Series, a written notice specifying such
         event of default and requiring the Company to cause such default to be
         cured or to cause such

                                      -25-
<PAGE>

         acceleration to be rescinded or annulled or to cause such Indebtedness
         to be discharged and stating that such notice is a "Notice of Default"
         hereunder;

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

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

                  (g) any other Event of Default provided in the applicable
         resolution of the Board of Directors or in the supplemental indenture
         under which such Series of Securities is issued, as the case may be, as
         contemplated by Section 2.02.

then and 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 twenty-five percent 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 Securityholders), may
declare the principal (or, if the Securities of that Series are Original Issue
Discount Securities, such portion of the principal amount as may be specified in
the terms of that Series) of all the Securities of that Series to be due and
payable immediately, and upon any such declaration the same (or, in the case of
Original Issue Discount Securities, such specified amount) shall become and
shall be immediately due and payable, anything in this Indenture, in any
supplemental indenture under which the Securities of that Series have been
issued or in the Securities of that Series contained to the contrary
notwithstanding. This provision, however, is subject to the condition that if,
at any time after the principal of the Securities of that Series (or, if the
Securities of that Series are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms of that Series) shall
have been so declared and payable, and before any judgment or decree for the
payment of the moneys due shall have been obtained or entered as hereinafter
provided, the Company shall pay, or shall deposit with the Trustee a sum
sufficient to pay, all matured installments of interest upon all the Securities
of that Series and the principal of (and premium, if any, on) any and all
Securities of that Series which shall have become due otherwise than by
declaration, with interest upon such principal (and premium, if any) and (to the
extent that payment of such interest is enforceable under applicable law) upon
any overdue installments of interest at the same rate of interest or Yield to
Maturity (in the case of Original Issue Discount Securities) specified in the
Securities of that Series, to the date of such payment or deposit, and such
amount as shall be sufficient to cover reasonable compensation to the Trustee,
its agents and counsel, and all other expenses and liabilities incurred, and all
advances made, by the Trustee except as a result of its negligence or bad faith,
and if any and all defaults under this Indenture with respect to the Securities
of that Series, other than the nonpayment of the principal of the Securities of
that Series which shall have become due by declaration, shall have been remedied
-- then and in every such case the Holders of a majority in aggregate principal
amount of the Securities of that Series then outstanding by written notice to
the Company and to the Trustee may waive all defaults and rescind and annul such
declaration and its consequences; but no such waiver or rescission or annulment
shall extend to or shall affect any subsequent default or shall impair any right
consequent thereon. If an Event of Default described in clause (e) or (f) above
occurs, the principal amount of all Securities of any


                                      -26-
<PAGE>

Series then outstanding shall become and be immediately due and payable without
any declaration or other act on the part of the Trustee or any Holder of
Securities of any Series.

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

         In case the Trustee shall have proceeded to enforce any right under
this Indenture and such proceedings shall have been discontinued or abandoned
because of such waiver or 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, the Trustee and the Holders of the Securities shall be restored
respectively to their former positions and rights hereunder, and all rights,
remedies and powers of the Company, the Trustee and the Holders of the
Securities shall continue as though no such proceedings had been taken.

         SECTION 6.02. COLLECTION OF INDEBTEDNESS BY TRUSTEE; TRUSTEE MAY PROVE
DEBT.

         The Company covenants that (1) in case default shall be made in the
payment of any installment of interest on any of the Securities of any Series,
as and when the same shall become due and payable, and such default shall have
continued for a period of 30 days, or (2) in case default shall be made in the
payment of the principal of (or premium, if any, on) any of the Securities of
any Series when the same shall have become due and payable, whether upon
maturity or upon redemption or upon declaration or otherwise --then, upon demand
of the Trustee, the Company will pay to the Trustee, for the benefit of the
Holders of the Securities of such Series, the whole amount that then shall have
become due and payable on all Securities of such Series for principal (and
premium, if any) and interest, with interest upon any overdue principal (and
premium, if any) and (to the extent that payment of such interest is enforceable
under applicable law) upon any overdue installments of interest at the same rate
as the rate of interest or Yield to Maturity (in the case of Original Issue
Discount Securities) specified in the Securities of such Series, and, in
addition thereto, such further amount as shall be sufficient to cover reasonable
compensation to the Trustee, its agents and counsel, and all other expenses and
liabilities incurred, and all advances made, by the Trustee except as a result
of its negligence or bad faith.

         In case the Company shall fail forthwith to pay such amounts 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 proceedings to judgment or final decree and may enforce any such
judgment or final decree against the Company or other obligor upon such
Securities and collect in the manner provided by law out of the property of the
Company or other obligor upon such Securities wherever situated the moneys
adjudged or decreed to be payable.

         In case there shall be pending proceedings relative to the Company or
any other obligor upon the Securities under Title 11 of the United States Code
or any other applicable federal or state bankruptcy, insolvency or other similar
law, or in case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or
taken possession of the Company or its property or such other obligor, or in
case of any other judicial proceedings relative to the Company or other obligor
upon the Securities of any Series, or to the creditors or property of the
Company or such other obligor, the Trustee, irrespective of whether the
principal of any Securities shall then be due and payable as therein


                                      -27-
<PAGE>

expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand pursuant to the provisions of this Section 6.02,
shall be entitled and empowered, by intervention in such proceedings or
otherwise, (a) to file and prove a claim or claims for the whole amount of
principal (or, if the Securities of any Series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of such Series), premium, if any, and interest owing and unpaid in respect
of the Securities of any Series and to file such other papers or documents as
may be necessary or advisable in order to have the claims of the Trustee
(including any claim for reasonable compensation to the Trustee, its agents and
counsel, and for reimbursement of all expenses and liabilities incurred, and all
advances made, by the Trustee except as a result of its negligence or bad faith)
and of the Securityholders allowed in any judicial proceedings relative to the
Company or other obligor upon the Securities of any Series, or to the creditors
or property of the Company or such other obligor, (b) unless prohibited by
applicable law and regulations, to vote on behalf of the Holders of the
Securities of any Series in any election of a trustee or a standby trustee in
arrangement, reorganization, liquidation or other bankruptcy or insolvency
proceedings or person performing similar functions in comparable proceedings,
and (c) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute all amounts received with
respect to the claims of the Securityholders and of the Trustee on their behalf
and any receiver, assignee, liquidator, custodian, trustee or other similar
official is hereby authorized by each of the Securityholders to make payments to
the Trustee and, in the event that the Trustee shall consent to the making of
payments directly to the Securityholders, to pay the Trustee such amount as
shall be sufficient to cover reasonable compensation to the Trustee, its agents
and counsel, and all other expenses and liabilities incurred, and all advances
made, by the Trustee except as a result of its negligence or bad faith.

         Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or vote for or accept or adopt on behalf of any
Securityholder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities of any 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 except, as aforesaid, to vote for the
election of a trustee in bankruptcy or similar person.

         All rights of action and to assert claims under this Indenture, or
under any of the Securities of any Series or coupons, if any, appertaining
thereto, may be enforced by the Trustee without the possession of any of the
Securities of such Series or of any coupons appertaining thereto or the
production thereof on any trial or other proceedings relative thereto, and any
such action or proceedings instituted by the Trustee shall be brought in its own
name as trustee of an express trust, and any recovery of judgment shall be for
the ratable benefit of the holders of the Securities or coupons appertaining to
such Securities in respect of which such action was taken.

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

         In the case of a 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 this Indenture, or in aid of the exercise of any power
granted in this Indenture, or otherwise, and the Trustee may enforce any other
legal or equitable right vested in the Trustee by this Indenture or by law.


                                      -28-
<PAGE>

         SECTION 6.03. APPLICATION OF PROCEEDS.

         Any moneys collected by the Trustee pursuant to Section 6.02 in respect
of any Series of Securities shall be applied in the order following, 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
several Securities and coupons, if any, appertaining to such Securities in
respect of which moneys have been collected and making a 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, reasonable
compensation to the Trustee, its agents and counsel, and all other expenses and
liabilities incurred, and all advances made, by the Trustee except as a result
of its negligence or bad faith;

         Second: In case the principal of the Securities of such Series in
respect of which moneys have been collected shall not have become due, to the
payment of interest on the Securities of such Series in default, in the order of
the maturity of the installments of such interest, with interest (to the extent
that such interest has been collected by the Trustee) upon the overdue
installments of interest, at the same rate as the rate of interest or Yield to
Maturity (in the case of Original Issue Discount Securities) specified in the
Securities of such Series, such payments to be made ratably to the persons
entitled thereto;

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

         Fourth: To the Company.

         SECTION 6.04. LIMITATION ON SUITS BY SECURITYHOLDERS.

         No Holder of any Security of any Series or any coupon appertaining
thereto shall have any right by virtue or by availing of any provision of this
Indenture to institute any action or proceeding at law or in equity or in
bankruptcy or otherwise upon or under or with respect to this Indenture, or for
the appointment of a receiver, trustee, liquidator, custodian or other similar
official or for any other remedy hereunder, unless such Holder previously shall
have given to the Trustee written notice of an Event of Default and unless also
the holders of not less than twenty-five percent in aggregate principal amount
of the Securities of such Series then outstanding shall have made written
request upon the Trustee to institute such action or proceedings in its own name
as trustee hereunder and 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 and the Trustee, for 60 days after its receipt of
such notice, request and offer of indemnity, shall have failed to institute any
such action or proceedings and no direction inconsistent with such written
request shall have been given to the Trustee pursuant to Section 6.06; it being
understood and intended and being expressly covenanted by the taker and holder
of every Security or coupon with every other taker and holder and the Trustee
that no one or more holders of Securities of any Series or coupons appertaining
thereto shall have any right in any manner whatever by virtue or by availing of
any provision of this Indenture to affect, disturb or prejudice the rights of
any


                                      -29-
<PAGE>

other holder of Securities or coupons, 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 the applicable Series and
coupons, if any, appertaining thereto. 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.

         Notwithstanding any other provision in this Indenture or any provision
of any Security, the right of any Holder of any Security to receive payment of
the principal of, premium, if any and interest on such Security, on or after the
respective due dates expressed in such Security, or any redemption date, and the
right of any Holder of a coupon to receive payment of interest due as provided
in such coupon, or to institute suit for the enforcement of any such payment on
or after such respective dates, shall not be impaired or affected without the
consent of such holder.

         SECTION 6.05. POWERS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT
WAIVER OF DEFAULT.

         All powers and remedies given by this Article Six to the Trustee or to
the Securityholders or the Holders of any coupons shall, to the extent permitted
by law, be deemed cumulative and not exclusive of any thereof or of any other
powers and remedies available to the Trustee or the Securityholders or the
Holders of any coupons, by judicial proceedings or otherwise, to enforce the
performance or observance of the covenants and agreements contained in this
Indenture, and no delay or omission of the Trustee or of any Holder of the
Securities or coupons in exercising any right or power accruing upon any 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 an acquiescence
therein; and, subject to the provisions of Section 6.04, every power and remedy
given by this Article Six or by law to the Trustee or to the Securityholders or
the Holders of any coupons may be exercised from time to time, and as often as
shall be deemed expedient, by the Trustee or by the Securityholders or the
Holders of any coupons.

         SECTION 6.06. CONTROL BY SECURITYHOLDERS; WAIVER OF DEFAULTS.

         The holders of a majority in aggregate principal amount of the
Securities of each Series affected (with each Series voting as a separate class)
at the time outstanding shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee with respect to the
Securities of such Series by this Indenture; provided that such direction shall
not be otherwise than in accordance with law and the provisions of this
Indenture and provided further that (subject to the provisions of Section 7.01)
the Trustee shall have the right to decline to follow any such direction if the
Trustee, being advised by counsel, shall determine that the action or proceeding
so directed may not lawfully be taken or if the Trustee in good faith by its
board of directors, the executive committee, or a trust committee of directors
or Responsible Officers of the Trustee shall determine that the action or
proceedings so directed would involve the Trustee in personal liability or if
the Trustee in good faith shall so determine that the actions or forebearances
specified in or pursuant to such direction would be unduly prejudicial to the
interests of Holders of the Securities of all Series so affected not joining in
the giving of said direction, it being understood that (subject to Section 7.01)
the Trustee shall have no duty to ascertain whether or not such actions or
forebearances are unduly prejudicial to such holders. Nothing in this Indenture
shall impair the right of the Trustee in its discretion to take any action
deemed proper by the Trustee and which is not inconsistent with such direction
or directions by Securityholders. Prior to the declaration of the maturity of
the Securities of any Series as provided in Section 6.01, the Holders of a
majority in aggregate principal amount of the Securities of such Series at the
time outstanding may on behalf of the holders of all the Securities of such
Series waive any past default hereunder 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


                                      -30-

<PAGE>

Securities of such Series. In the case of any such waiver, 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. RIGHT OF COURT TO REQUIRE FILING OF UNDERTAKING TO PAY
COSTS.

         All parties to this Indenture agree, and each Holder of any Security
or coupon appertaining thereto, 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 of any Series, holding in the aggregate more than ten percent
in principal amount of the Securities of such Series outstanding, 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 on or after
the due date expressed in such Security.

         SECTION 6.08. WAIVER OF USURY, STAY OR EXTENSION LAWS.

         The Company covenants that (to the extent that it may lawfully do
so) it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefits 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 expressly waives (to the extent that it may lawfully do so) all
benefit or advantage of any such law and covenants that it will not hinder,
delay or impede the execution of any power herein granted to the Trustee, but
will suffer and permit the execution of every such power as though no such
law had been enacted.

                                   ARTICLE 7.

                                    TRUSTEE.

         SECTION 7.01. DUTIES OF TRUSTEE.

         (a) If an Event of Default has occurred and is continuing, the
Trustee shall exercise its rights and powers under this Indenture and use the
same degree of care and skill in their exercise as a prudent person would
exercise or use under the circumstances in the conduct of his own affairs.

         (b) Except during the continuance of an Event of Default:

                  (1) The Trustee need perform only those duties that are
         specifically set forth in this Indenture and no implied covenants or
         obligations shall be read into this Indenture against the Trustee.

                  (2) In the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture; but in the case of any such certificates or opinions
         which by any provision hereof are specifically required to be furnished
         to the Trustee,


                                      -31-
<PAGE>

         the Trustee shall be under a duty to examine the certificates and
         opinions to determine whether or not they conform to the requirements
         of this Indenture.

         (c) The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its own willful
misconduct, except that

                  (1) This paragraph does not limit the effect of paragraph (b)
         of this Section.

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

                  (3) The Trustee shall not be liable with respect to any action
         it takes or omits to take in good faith in accordance with a direction
         received by it pursuant to Section 6.06.

         (d) Every provision of this Indenture that in any way relates to the
Trustee is subject to the provisions of this Section.

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

         (f) The Trustee shall not be liable for interest on any money received
by it except as the Trustee may agree in writing with the Company. Money held
in trust by the Trustee need not be segregated from other funds except to the
extent required by law.

         SECTION 7.02. RIGHTS OF TRUSTEE.

         Except as otherwise provided in Section 7.01:

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

                  (b) any request, direction, order, demands notice or other
         communication of the Company mentioned herein shall be sufficiently
         evidenced by Company Order and any resolution of the Board of Directors
         may be sufficiently evidenced to the Trustee by a copy thereof
         certified by a Secretary or an Assistant Secretary of the Company;

                  (c) the Trustee may consult with counsel of its selection, and
         the advice of such counsel or any Opinion of Counsel shall be full and
         complete authorization and protection in respect of any action taken,
         suffered or omitted by it hereunder in good faith and in accordance
         with such advice or Opinion of Counsel; provided, however, that the
         Trustee shall obtain written consent of such counsel upon the
         Company's request;

                  (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
         or direction of any of the Holders pursuant to this Indenture, unless
         such Holders shall have offered to the Trustee reasonable security or
         indemnity against the costs, expenses and liabilities which might be
         incurred therein or thereby;

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


                                      -32-
<PAGE>

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

                  (g) the Trustee shall not be bound to make any investigation
         into the facts or matters stated in any resolution, certificate,
         statement, instrument, opinion, report, notice, request, direction,
         consent, order, bond, debenture, note, other evidence of indebtedness
         or other paper or document, but the Trustee, in its discretion, may
         make such further inquiry or investigation into such facts or matters
         as it may see fit;

                  (h) the Trustee may employ or retain such counsel,
         accountants, appraisers or other experts or advisers as it may
         reasonably require for the purpose of determining and discharging its
         rights and duties hereunder;

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

                  (j) the Trustee shall not be deemed to have notice of any
         Default or 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 and such
         notice references the Securities and this Indenture;

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

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

         SECTION 7.03. INDIVIDUAL RIGHTS OF TRUSTEE.

         The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may otherwise deal with the Company or an
Affiliate with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights. However, the Trustee is subject to Sections
7.10 and 7.11.

         SECTION 7.04. TRUSTEE DISCLAIMER.

         The Trustee makes no representation as to the validity or adequacy of
this Indenture or the Securities. It shall not be accountable for the Company's
use of the proceeds from the Securities or for moneys paid over to the Company
pursuant to the Indenture, and it shall not be responsible for any statement in
the Securities other than its certificate of authentication.

         SECTION 7.05. NOTICE OF DEFAULT.

         If a Default occurs and is continuing with respect to the Securities of
any Series and if it is known to the Trustee, the Trustee shall mail to each
Holder of a Security of that Series entitled to receive reports pursuant to
Section 4.02(c) (and, if Unregistered Securities of that Series are outstanding,
shall cause to be published at least once in an Authorized Newspaper in The City
of New York, and if such Securities are listed on the London Stock Exchange,
London, and, if such Securities are listed on The Luxembourg Stock Exchange,
Luxembourg) notice of


                                      -33-
<PAGE>

the Default within 90 days after it occurs. Except in the case of a Default in
payment of the principal of or interest on the Securities of any Series, the
Trustee may withhold the notice if and so long as its Board of Directors, the
executive Committee, or a Trust Committee of directors or Responsible Officers
in good faith determines that withholding such notice is in the interests of
Securityholders of that Series.

         SECTION 7.06. REPORTS BY TRUSTEE TO HOLDERS.

         (a) Within 60 days after each May 15 beginning with the May 15
following the date of this Indenture, the Trustee shall mail to each
Securityholder entitled to receive reports pursuant to Section 4.02(c) a brief
report dated as of such date that complies with TIA Section 313(a) if such
report is required by such TIA Section 313(a). The Trustee also shall comply
with TIA Section 313(b).

         (b) At the time that it mails such a report to Securityholders, the
Trustee shall file a copy of that report with the SEC and with each stock
exchange on which the Securities are listed. The Company shall provide written
notice to the Trustee when the Securities of any Series are listed on any stock
exchange or delisted therefrom.

         SECTION 7.07. COMPENSATION AND INDEMNITY.

         (a) The Company shall pay to the Trustee from time to time such
compensation for its services as is agreed upon in writing between the Company
and the Trustee. The Trustee's compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Company shall reimburse the
Trustee upon request for all reasonable out-of-pocket expenses incurred by it in
connection with the performance of its duties under this Indenture. Such
expenses shall include the reasonable compensation and expenses of the Trustee's
agents and counsel.

         (b) The Company shall indemnify the Trustee against any loss, damage,
claims, liability or expense, including taxes (other than taxes based upon,
measured by or determined by the income of the Trustee), incurred by it, arising
out of or in connection with its acceptance or administration of the trust or
trusts hereunder. The Trustee shall notify the Company promptly of any claim for
which it may seek indemnity. The Company shall defend the claim and the Trustee
shall cooperate in the defense. The Trustee may have separate counsel provided
that the Trustee shall pay the fees and expenses of such counsel. The Company
need not pay for any settlement made without its consent.


         (c) The Company need not reimburse any expense or indemnify against any
loss or liability incurred by the Trustee through negligence or bad faith.

         (d) To secure the payment obligations of the Company pursuant to this
Section, the Trustee shall have a lien prior to the Securities of any Series on
all money or property held or collected by the Trustee, except that held in
trust to pay principal and interest on particular Securities of a Series.

         (e) If the Trustee incurs expenses or renders services after an Event
of Default specified in Section 6.01(d) or (e) occurs, such expenses and the
compensation for such services are intended to constitute expenses of
administration under any federal or state bankruptcy, insolvency or related law.

         SECTION 7.08. REPLACEMENT OF TRUSTEE.

         (a) The resignation or removal of the Trustee and the appointment of a
successor Trustee shall become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section.


                                      -34-
<PAGE>

         (b) The Trustee may resign with respect to the Securities of any
Series by so notifying the Company. The Holders of a majority in principal
amount of the Securities of any Series may remove the Trustee with respect to
that Series by so notifying the Trustee and the Company in writing and may
appoint a successor Trustee for such Series with the Company's consent. The
Company may remove the Trustee with respect to Securities of any Series if:

                  (1) the Trustee fails to comply with Section 7.10;

                  (2) the Trustee is adjudged a bankrupt or an insolvent;

                  (3) a receiver or public officer takes charge of the Trustee
         or its property or;

                  (4) the Trustee becomes incapable of acting.

         (c) If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, with respect to Securities of any
Series, the Company shall promptly appoint a successor Trustee for such
Series.

         (d) If a successor Trustee with respect to the Securities of any
Series does not take office within 60 days after the retiring Trustee resigns
or is removed, the retiring Trustee, the Company or the Holders of a majority
in principal amount of the Securities of the applicable Series may, at the
expense of the Company, petition any court of competent jurisdiction for the
appointment of a successor Trustee.

         (e) If the Trustee with respect to the Securities of any Series
fails to comply with Section 7.10, any Securityholder of the applicable
Series may petition any court of competent jurisdiction for the removal of
such Trustee and the appointment of a successor Trustee.

         (f) A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee for any Series of Securities
shall become effective, and the successor Trustee shall have all the rights,
powers and duties of the retiring Trustee with respect to all Series of
Securities for which the successor Trustee is to be acting as Trustee under
this indenture. The retiring Trustee shall promptly transfer all property
held by it as Trustee with respect to such Series of Securities to the
successor Trustee subject to the lien provided for in Section 7.07. The
Company shall give notice of each appointment of a successor Trustee for any
Series of Securities by publishing notice of such event once in an Authorized
Newspaper in The City of New York, and if Securities of that Series are
listed on the London Stock Exchange, London, and if Securities of that Series
are listed on the Luxembourg Stock Exchange, Luxembourg, and by mailing
written notice of such event by first-class mail to the Holders of Securities
of such Series entitled to receive reports pursuant to Section 4.02(c).

         (g) All provisions of this Section 7.08 except subparagraphs (b)(1)
and (e) and the words "subject to the lien provided for in Section 7.07" in
subparagraph (f) shall apply also to any Paying Agent located outside the
U.S. and its possessions as required by Section 2.04.

         (h) 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 such successor Trustee shall execute and deliver a
supplemental indenture wherein such successor Trustee shall accept such
appointment and which (1) shall contain such provisions as shall be necessary
or desirable to transfer and confirm to, and to vest in, such successor
Trustee all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Securities of that or those Series to which the
appointment of such successor Trustee relates, (2) if the retiring Trustee is
not retiring with respect to the Securities of a Series, shall contain such
provisions as shall be deemed necessary or desirable to confirm that the
trusteeship for Securities of that or those Series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee,
and (3) shall add to or change any of the provisions of this Indenture as
shall be

                                      -35-
<PAGE>

necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee.

         SECTION 7.09. SUCCESSOR TRUSTEE, AGENTS BY MERGER, ETC.

         If the Trustee or any Agent consolidates with, merges or converts into,
or transfers all or substantially all of its corporate trust business assets to,
another corporation, the successor corporation, without any further act, shall
be the successor Trustee or Agent, as the case may be.

         SECTION 7.10. ELIGIBILITY; DISQUALIFICATION.

         This Indenture shall always have a Trustee with respect to each Series
of Securities who satisfies the requirement of TIA Section 310(a)(1). The
Trustee shall always have a combined capital and surplus of at least $50,000,000
as set forth in its most recent published annual report of condition. The
Trustee for the Securities of any Series issued hereunder shall be subject to
the provisions of Section 310(b) of the TIA during the period of time provided
for therein. In determining whether the Trustee has a conflicting interest as
defined in Section 310(b) of the TIA with respect to the Securities of any
Series, there shall be excluded this Indenture with respect to Securities of any
particular Series of Securities other than that Series. Nothing herein shall
prevent the Trustee from filing with the Commission the application referred to
in the second to last paragraph of Section 310(b) of the Trust Indenture Act.

         SECTION 7.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

         The Trustee is subject to TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated.

                                   ARTICLE 8.

              SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE;
                                UNCLAIMED MONEYS.

         SECTION 8.01. SATISFACTION AND DISCHARGE OF INDENTURE.

         If at any time (a) the Company shall have delivered to the Trustee
cancelled or for cancellation all Securities of any Series theretofore
authenticated and all unmatured coupons, if any, appertaining thereto (other
than any Securities of such Series and coupons appertaining thereto which shall
have been destroyed, lost or stolen and which shall have been replaced as
provided in Section 2.09), or (b) in the case of any Series of Securities where
the exact amount (including currency of payment) of principal of and interest
due on which can be determined at the time of making the deposit referred to in
clause (ii) below, (i) all the Securities of such Series and all unmatured
coupons appertaining thereto, not theretofore delivered to the Trustee cancelled
or 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 (ii) the Company shall deposit or cause to be deposited with
the Trustee as trust funds the entire amount in cash sufficient to pay at
maturity or upon redemption all such Securities not theretofore delivered to the
Trustee cancelled or 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, but excluding, however, the amount of any moneys
for the payment of principal of (and premium, if any) or interest on the
Securities (1) theretofore deposited with the Trustee and


                                      -36-

<PAGE>

repaid by the Trustee to the Company in accordance with the provisions of
Section 8.05, or (2) paid to any State or to the District of Columbia
pursuant to its unclaimed property or similar laws, and if in either case the
Company shall also pay or cause to be paid all other sums payable hereunder
by the Company, then this Indenture shall cease to be of further effect with
respect to the Securities of such Series (except as to the provisions
applicable to transfers and exchanges of Securities of such Series and any
coupons appertaining thereto and the obligations of the Company to the
Trustee under Section 7.07 which shall survive) and the Trustee on demand of
and at the cost and expense of the Company, shall execute proper instruments
acknowledging satisfaction of and discharging this Indenture with respect to
the Securities of such Series. The Company agrees to reimburse the Trustee
for any costs or expenses thereafter reasonably and properly incurred by the
Trustee in connection with this Indenture or the Securities.

         SECTION 8.02. DEFEASANCE UPON DEPOSIT OF MONEYS OR U.S. GOVERNMENT
OBLIGATIONS.

         In the case of any Series of Securities the exact amount (including
the currency of payment) of principal of and interest due on which can be
determined at the time of making the deposit referred to in clause (1) below
at the Company's option, either (a) the Company shall be deemed to have been
Discharged (as defined below) from its obligations with respect to the
Securities of such Series and coupons, if any, appertaining thereto on the
91st day after the applicable conditions set forth below have been satisfied
or (b) the Company shall cease to be under any obligation to comply with any
term, provision or condition set forth in Sections 4.03, 4.04 and 5.01 with
respect to the Securities of such Series at any time after the applicable
conditions set forth below have been satisfied:

                  (1) the Company shall have deposited or caused to be deposited
         irrevocably with the Trustee as trust funds in trust, specifically
         pledged as security for, and dedicated solely to, the benefit of the
         Holders of the Securities of such Series and coupons appertaining
         thereto (i) money in an amount, or (ii) in the case of any Series of
         Securities the payments on which may only be made in U.S. dollars, U.S.
         Government Obligations which through the payment of interest and
         principal in respect thereof in accordance with their terms will
         provide, not later than one day before the due date of any payment,
         money in an amount, or (iii) a combination of (i) and (ii), sufficient,
         in the opinion of a nationally recognized firm of independent public
         accountants expressed in a written certification thereof delivered to
         the Trustee, to pay and discharge each installment of principal of, and
         interest on, the outstanding Securities of such Series and coupons
         appertaining thereto on the dates such installments of interest or
         principal are due;

                  (2) if the Securities of such Series are then listed on the
         New York Stock Exchange, the Company shall have delivered to the
         Trustee an Opinion of Counsel to the effect that the Company's exercise
         of its option under this paragraph would not cause such Securities to
         be delisted;

                  (3) no Event of Default or event (including such deposit)
         which with notice or lapse of time would become an Event of Default
         with respect to the Securities of such Series shall have occurred and
         be continuing on the date of such deposit;

                  (4) the Company shall have delivered to the Trustee an opinion
         of independent counsel satisfactory to the Trustee to the effect that
         Holders of the Securities of such Series and coupons appertaining
         thereto will not recognize income, gain or loss for federal income tax
         purposes as a result of the Company's exercise of its option under this
         Section 8.02 and will be subject to federal income tax on the same
         amount and in the same manner and at the same times as would have been
         the case if such option had not been exercised, which opinion may, but
         is not required to, include or be based upon a ruling to that effect
         received from or published by the Internal Revenue Service; and


                                      -37-
<PAGE>

                  (5) the Company shall have delivered to the Trustee an opinion
         of independent counsel satisfactory to the Trustee to the effect that,
         after the 91st day after the date of deposit, all money and U.S.
         Government Obligations (including the proceeds thereof) deposited or
         caused to be deposited with the Trustee (or other qualifying trustee)
         pursuant to this Section 8.02 to be held in trust will not be subject
         to any case or proceeding (whether voluntary or involuntary) in respect
         of the Company under any federal or state bankruptcy, insolvency,
         reorganization, or other similar law, or any decree or order for relief
         in respect of the Company issued in connection therewith and, in the
         case of Section 8.02(a) above, such letter ruling shall state that (i)
         the Company has received from the Internal Revenue Service a letter
         ruling, or there has been published by the Internal Revenue Service a
         Revenue Ruling, or (ii) since the date of execution of this Indenture,
         there has been a change in the applicable federal income tax law.

         "Discharged" means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by, and obligations under the
Securities of such Series and coupons appertaining thereto and to have satisfied
all the obligations under this Indenture relating to the Securities of such
Series and coupons appertaining thereto (and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging the same), except (A)
the rights of holders of the Securities of such Series and coupons appertaining
thereto to receive, from the trust fund described in clause (1) above, payment
of the principal of and the interest on such Securities of such Series and
coupons when such payments are due; (B) the Company's obligations with respect
to such Securities of such Series under Sections 2.04, 2.08, 2.09, 2.11 and
8.03; and (C) the rights, powers, trusts, duties and immunities of the Trustee
hereunder.

         SECTION 8.03. APPLICATION OF MONEYS DEPOSITED.

         All moneys deposited with the Trustee pursuant to Section 8.01 or 8.02
shall be held in trust and applied by it to the payment, either directly or
through any Paying Agent (including the Company acting as its own Paying Agent),
to the Holders of the particular Securities of such Series and of coupons
appertaining thereto for the payment or redemption of which such moneys have
been deposited with the Trustee, of all sums due, and to become due thereon for
principal (and premium, if any) and interest.

         SECTION 8.04. REPAYMENT OF MONEYS HELD.

         In connection with the satisfaction and discharge of this Indenture
with respect to the Securities of any Series, all moneys then held by any Paying
Agent under the provisions of this Indenture with respect to such Series of
Securities shall, upon written demand of the Company, be repaid to it or paid to
the Trustee and thereupon such Paying Agent shall be released from all further
liability with respect to such moneys.

         SECTION 8.05. RETURN OF MONEYS UNCLAIMED FOR TWO YEARS.

         Any moneys deposited with or paid to the Trustee or any Paying Agent
pursuant to any provision of this Indenture for payment of the principal of (and
premium, if any,) or interest on the Securities of any Series and any coupon
appertaining thereto and not applied but remaining unclaimed for two years after
the date upon which the principal of (and premium, if any) or interest on such
Securities or coupons, as the case may be, shall have become due and payable,
shall be repaid to the Company by the Trustee or such Paying Agent on written
demand; and the Holder of any of the Securities of such Series or coupons
appertaining thereto shall thereafter look only to the Company for any payment
which such Holder may be entitled to collect and all liability of the Trustee or
any Paying Agent with respect to such moneys shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being required to make
any such repayment with respect to moneys deposited with it for any payment (a)
in respect of Registered Securities of any Series, shall at the expense of the
Company, mail by first- class mail to holders of such Securities at their
address as they shall appear on the Security register, addresses as they shall
appear on the Security register, and (b) in respect of Unregistered Securities
of any Series, shall at the expense of the Company cause to be published once,
in an Authorized Newspaper in the Borough of Manhattan, The City of New York,
and if the Securities of such Series are listed on the London Stock Exchange,
once in an Authorized Newspaper in London, and if the Securities of such Series
are listed on the Luxembourg Stock


                                      -38-
<PAGE>

Exchange, once in an Authorized Newspaper in Luxembourg, notice, that such
moneys remain and that, after a date specified therein, which shall not be less
than thirty days from the date of such mailing or publication, any unclaimed
balance of such money then remaining will be repaid to the Company.

         SECTION 8.06. INDEMNITY FOR GOVERNMENT OBLIGATIONS.

         The Company shall pay and shall indemnify the Trustee and each
Securityholder of each Series in respect of which the deposit shall have been
made against any tax, fee or other charge imposed on or assessed against
deposited U.S. Government Obligations or the principal and interest received on
such obligations.

                                   ARTICLE 9.

                             AMENDMENTS AND WAIVERS.

         SECTION 9.01. WITHOUT CONSENT OF HOLDERS.

         The Company and the Trustee may enter into one or more supplemental
indentures without consent of any Securityholder for any of the following
purposes:

                  (1) to cure any ambiguity, defect or inconsistency herein or
         in the Securities of any Series or to make any other change, PROVIDED
         no such action shall adversely affect the rights of any Securityholder;
         or

                  (2) to comply with Article 5; or

                  (3) to secure the Securities pursuant to Section 4.03; or

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

                  (5) to provide for the issuance of and establish the form and
         terms and conditions of Securities of any Series as provided in Section
         2.02, to establish the form of any certifications 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 to surrender any right or power conferred on the
         Company.

         SECTION 9.02. WITH CONSENT OF HOLDERS.

         (a) With the written consent of the Holders of a majority in principal
amount of the outstanding Securities of each Series affected by such
supplemental indenture (with each Series voting as a class), the Company and the
Trustee may enter into a supplemental indenture to add any provisions to or to
change or eliminate any provisions of this Indenture or of any supplemental
indenture or to modify, in each case in any manner not covered by Section 9.01,
the rights of the Securityholders of each such Series. The Holders of a majority
in principal amount of the outstanding Securities of each Series affected by
such waiver (with each Series voting as a class), by notice to the Trustee, may
waive compliance by the Company with any provision of this Indenture, any
supplemental indenture or the Securities of any such Series, provided, however,
without the consent of each Securityholder affected, an amendment or waiver may
not:

                  (1) reduce the amount of Securities whose Holders must consent
         to an amendment or waiver;

                  (2) change the rate of or change the time for payment of
         interest on any Security;


                                      -39-
<PAGE>

                  (3) change the principal of or change the fixed maturity of
         any Security;

                  (4) waive a Default in the payment of the principal of or
         interest on any Security;

                  (5) make any Security payable in money other than that stated
         in the Security; or

                  (6) make any change in Sections 6.06 (third sentence), 6.04
         (last paragraph), or the provision in the last sentence of Section
         9.02(a).

         (b) It is not necessary under this Section 9.02 for the Securityholders
to consent to the particular form of any proposed supplemental indenture, but it
is sufficient if they consent to the substance thereof.

         (c) Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this Section 9.02, the
Company shall transmit by mail a notice, setting forth in general terms the
substance of such supplemental indenture, to all Holders of Registered
Securities, as the names and addresses of such Holders appear on the register
for each Series of Securities, and to such Holders of Unregistered Securities
that are entitled to receive reports pursuant to Section 4.02(c). Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such supplemental indenture.

         SECTION 9.03. COMPLIANCE WITH TRUST INDENTURE ACT.

         Every amendment to this Indenture or the Securities of one or more
Series shall be set forth in a supplemental indenture that complies with the TIA
as then in effect.

         SECTION 9.04. REVOCATION AND EFFECT OF CONSENTS.

         Until an amendment, direction or waiver becomes effective, a consent to
it by a Holder of a Security is a continuing consent by the Holder and every
subsequent Holder of a Security or portion of a Security that evidences the same
debt as the consenting Holder's Security, even if notation of the consent is not
made on any Security. However, any such Holder or subsequent Holder may revoke
the consent as to his Security or portion of a Security if the Trustee receives
the notice of revocation before the date the amendment, direction or waiver
becomes effective. After an amendment or waiver becomes effective, it shall bind
every Securityholder of each Series affected by such amendment or waiver.

         SECTION 9.05. NOTATION ON OR EXCHANGE OF SECURITIES.

         The Trustee may, at the direction of the Company, place an appropriate
notation about an amendment or waiver on any Security of any Series thereafter
authenticated. The Company in exchange for Securities of that Series may issue
and the Trustee shall authenticate new Securities of that Series that reflect
the amendment or waiver.

         SECTION 9.06. TRUSTEE PROTECTED.

         The Trustee may require an Officers' Certificate and an Opinion of
Counsel as conclusive evidence that any such supplemental indenture complies
with the applicable provisions of this Indenture. The Trustee need not sign any
supplemental indenture that adversely affects its rights, duties, obligations or
standard of care hereunder.


                                      -40-
<PAGE>

                                   ARTICLE 10.

                                 MISCELLANEOUS.

         SECTION 10.01. TRUST INDENTURE ACT CONTROLS.

         If any provision of this Indenture limits, qualifies, or conflicts with
a provision which is required to be included in this Indenture by the TIA, the
required provision shall control.

         SECTION 10.02. NOTICES.

         (a) Unless otherwise herein provided, any notice or communication by
the Company or the Trustee to the other is duly given if in writing and
delivered in person, mailed by first-class mail, or sent by facsimile
transmission (confirmed by hard copy):


         if to the Company to:

         Avaya Inc.
         211 Mount Airy Road
         Basking Ridge, NJ   07920

         Attention: Treasurer
         Facsimile Number:  908-953-2657

         with copy to:

         Avaya Inc.
         211 Mount Airy Road
         Basking Ridge, NJ   07920

         Attention:  General Counsel
         Facsimile Number:  908-953-3902

         if to the Trustee to:

         The Bank of New York
         101 Barclay Street
         Floor 21W
         New York, NY 10286

         Attention: Corporate Trust Trustee
                      Administration
         Facsimile Number:  (212) 815-5915

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

         (c) Any notice or communication to Holders of Securities entitled to
receive reports pursuant to Section 4.02(c) shall be mailed by first-class mail,
postage prepaid, to the addresses for Holders of Registered Securities shown on
the register kept by the Registrar and to addresses filed with the Trustee for
other Holders. Failure to so mail a notice or communication or any defect in
such notice or communication shall not affect its sufficiency with respect to
other Holders of Securities of that or any other series entitled to receive
notice.


                                      -41-
<PAGE>

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

         (e) If the Company mails a notice or communication to Securityholders,
it shall mail a copy to the Trustee and to each Agent at the same time.

         (f) If it shall be impractical in the opinion of the Trustee or the
Company to make any publication of any notice required hereby in an Authorized
Newspaper, any publication or other notice in lieu thereof which is made or
given with the approval of the Trustee shall constitute a sufficient publication
of such notice.

         (g) In case, by reason of the suspension of regular mail service, or by
reason of any other cause, it shall be impossible to mail any notice as required
by this Indenture, then such method of notification as shall be made with the
approval of the Trustee shall constitute a sufficient mailing of such notice.

         SECTION 10.03. COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.

         Securityholders of any Series may communicate pursuant to TIA Section
312(b) with other Securityholders of that Series or of all Series with respect
to their rights under this Indenture or under the Securities of that Series or
of all Series. The Company, the Trustee, the Registrar and anyone else shall
have the protection of TIA Section 312(c).

         SECTION 10.04. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

         Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee:

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

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

         SECTION 10.05. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

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

                  (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
         persons such condition or covenant has been complied with.


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<PAGE>

         SECTION 10.06. LEGAL HOLIDAYS.

         A "Legal Holiday" is a Saturday, a Sunday, or a day on which banking
institutions are not required to be open. If a payment date is a Legal Holiday
at a place of payment, payment may be made at such place on the next succeeding
day that is not a Legal Holiday, and no interest shall accrue for the
intervening period.

         SECTION 10.07. GOVERNING LAW.

         This Indenture, each Security and any coupons shall be deemed to be a
contract made under the laws of the State of New York, and for all purposes
shall be construed in accordance with the laws of said State without giving
effect to the principles of conflict of laws thereof.

         SECTION 10.08. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

         This Indenture may not be used to interpret another indenture, loan or
debt agreement of the Company or an Affiliate. No such indenture, loan or debt
agreement may be used to interpret this Indenture.

         SECTION 10.09. NO RECOURSE AGAINST OTHERS.

         No director, officer, employee or stockholder, as such, of the Company
shall have any liability for any obligations of the Company under the Securities
or the Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. Each Securityholder by accepting a Security
waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the Securities.

         SECTION 10.10. WHEN TREASURY SECURITIES DISREGARDED.

         In determining whether the Holders of the required principal amount of
Securities have concurred in any direction, waiver or consent, Securities owned
by the Company or any Affiliate of the Company shall be disregarded, except that
for the purposes of determining whether the Trustee shall be protected in
relying on any such direction, waiver or consent, only Securities which a
Responsible Officer of the Trustee actually knows or should reasonably have
known in the exercise of the standard of care required by Section 7.01 or shall
have received notice of in writing are so owned shall be so disregarded.
Securities so owned which have been pledged in good faith shall not be
disregarded if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to the Securities and that the pledgee
is not the Company or an Affiliate of the Company.

         SECTION 10.11. RULES BY TRUSTEE, PAYING AGENT, REGISTRAR.

         The Trustee may make reasonable rules for action by or a meeting of
Securityholders. The Paying Agent or Registrar may make reasonable rules for its
functions.

         SECTION 10.12. EXECUTION IN 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 instrument.

         SECTION 10.13. SECURITIES IN A FOREIGN CURRENCY.

         Unless otherwise specified in a Company Order delivered pursuant to
Section 2.03(d) of this Indenture with respect to a Series of Securities,
whenever for purposes of this Indenture any action may be taken by the holders
of a specified percentage in aggregate principal amount of Securities of all
Series or all Series affected at the time outstanding and, at such time, there
are outstanding Securities of any Series which are denominated in a coin or
currency other than


                                      -43-
<PAGE>

United States dollars, then the principal amount of Securities of such Series
which shall be deemed to be outstanding for the purpose of taking such action
shall be that amount of United States dollars that could be obtained for such
amount at the Market Exchange Rate, as such rate shall be certified to the
Trustee by an Officers' Certificate. For purposes of this Section 10.13, Market
Exchange Rate shall mean the noon United States dollar buying rate for that
currency for cable transfers quoted in New York City as certified for customs
purposes by the Federal Reserve Bank of New York; provided, however, in the case
of euro Market Exchange Rate shall mean the rate of exchange determined by the
Commission of the European Communities (or any successor thereto) as published
in the Official Journal of the European Communities (such publication or any
successor publication, the "Journal"). If such Market Exchange Rate is not
available for any reason with respect to such currency, the Company shall use,
in its sole discretion and without liability on its part, such quotation of the
Federal Reserve Bank of New York or, in the case of euro, the rate of exchange
as published in the Journal, as of the most recent available date or quotations
from one or more major banks in New York City or in the country of issue of the
currency in question, which for purposes of the euro shall be Brussels, Belgium,
or such other quotations or, in the case of euro, rates of exchange as the
Company shall deem appropriate. The provisions of this paragraph shall apply in
determining the equivalent number of votes which each Holder or proxy shall be
entitled to in respect of Securities of a Series denominated in a currency other
than United States dollars.

         All decisions and determinations of the Company regarding the Market
Exchange Rate shall be in its sole discretion and shall, in the absence of
manifest error, be conclusive for all purposes and irrevocably binding upon the
Company, the Trustee and all Holders.

         SECTION 10.14. JUDGMENT CURRENCY.

         The Company agrees, to the fullest extent that it may effectively do so
under applicable law, that (a) if for the purpose of obtaining judgment in any
court it is necessary to convert any sum due in respect of the principal of,
premium, if any, or interest in the Securities of any Series (the "Required
Currency") into a currency in which such judgment will be rendered (the
"Judgment Currency"), the rate of exchange used shall be the rate at which in
accordance with normal banking procedures the Trustee could purchase in The City
of New York the Required Currency with the Judgment Currency on the day on which
final judgment is entered, unless such day is not a New York Banking Day then,
to the extent permitted by applicable law, the rate of exchange used shall be
the rate at which in accordance with normal banking procedures the Trustee could
purchase in The City of New York the Required Currency with the Judgment
Currency on the New York Banking Day preceding the day on which final judgment
is entered and (b) its obligations under this Indenture to make payments in the
Required Currency (i) shall not be discharged or satisfied by any tender, or any
recovery pursuant to any judgment (whether or not entered in accordance with
subsection (a)), in any currency other than the Required Currency, except to the
extent that such tender or recovery shall result in the actual receipt, by the
payee, of the full amount of the Required Currency expressed to be payable in
respect of such payments, (ii) shall be enforceable as an alternative or
additional cause of action for the purpose of recovering in the Required
Currency the amount, if any, by which such actual receipt shall fall short of
the full amount of the Required Currency so expressed to be payable and (iii)
shall not be affected by judgment being obtained for any other sum due not
previously tendered or recovered under this Indenture. For purposes of the
foregoing, "New York Banking Day" means any day except a Saturday, Sunday or a
legal holiday in The City of New York or a day on which banking institutions in
The City of New York are authorized by law or required by executive order to
close.

         The Bank of New York hereby accepts the trusts in this Indenture
declared and provided, upon the terms and conditions herein above set forth.


         IN WITNESS WHEREOF, AVAYA INC. has caused this Indenture to be signed
and acknowledged by its Chairman of the Board, any Vice Chairman, its Chief
Executive Officer, its


                                      -44-
<PAGE>

President, its Chief Financial Officer, or its Vice President and Treasurer, and
its corporate seal to be affixed hereunto and the same to be attested by its
Secretary or by one of its Assistant Secretaries; and The Bank of New York has
caused this Indenture to be signed and acknowledged by one of its Assistant Vice
Presidents.

         Executed and delivered in The City of New York, State of New York, as
of the day and year first written above.


                                        AVAYA INC.


                                        By
                                          --------------------------------------
                                               Name:  Rhonda L. Seegal
                                               Title:  Treasurer


                                        THE BANK OF NEW YORK


                                        By
                                          --------------------------------------
                                               Name: [                    ]
                                               Title: [Assistant Vice President]



                                      -45-
<PAGE>

STATE OF NEW JERSEY  )
                     )  SS.:
COUNTY OF UNION      )


         On the ___ day of [           ], 2001, before me personally came
[           ], to me known, who, being by me duly sworn, did depose and say that
she resides at [           ], that she is the Treasurer of Avaya Inc., one of
the corporations described in and which executed the above instrument; that she
knows the corporate seal of said corporation; that the seal affixed to the said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation, and that she signed her name thereto by
like authority.




STATE OF NEW YORK    )
                     )  SS.:
COUNTY OF NEW YORK   )


         On the ___ day of [           ], 2001, before me personally came
[           ], to me known, who, being by me duly sworn, did depose and say that
she resides at [           ], that she is an [Assistant Vice President] of The
Bank of New York, one of the corporations described in and which executed the
above instrument; that she knows the corporate seal of said corporation; that
the seal affixed to the said instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said corporation, and that she
signed her name thereto by like authority.



                                      -46-