<PAGE>


                                                                     EXHIBIT 4.1


                                                                  CONFORMED COPY







                           PHILIPS ELECTRONICS N.V.,
                                                                          ISSUER

                                       TO


                          MORGAN GUARANTY TRUST COMPANY
                                  OF NEW YORK,
                                                                         TRUSTEE



                                    INDENTURE

                           Dated as of August 1, 1993





                                 DEBT SECURITIES
<PAGE>
                            PHILIPS ELECTRONICS N.V.
           CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310
           THROUGH 318, INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939:

<TABLE>
<CAPTION>
TRUST INDENTURE
  ACT SECTION                                                     INDENTURE SECTION

<S>                                                               <C>
Section    310(a)(1)..........................................           609
     (a)(2)    ...............................................           609
     (a)(3)    ...............................................           Not Applicable
     (a)(4)    ...............................................           Not Applicable
     (b)       ...............................................           608
                                                                         610
Section    311(a).............................................           613
     (b)        ..............................................           613
Section    312(a).............................................           701
                                                                         702
     (b)       ...............................................           702
     (c)       ...............................................           702
Section    313(a).............................................           703
     (b)       ...............................................           703
     (c)       ...............................................           703
     (d)       ...............................................           703
Section    314(a).............................................           704
     (a)(4)    ...............................................           101
                                                                         1004
     (b)       ...............................................           Not Applicable
     (c)(1)    ...............................................           102
     (c)(2)    ...............................................           102
     (c)(3)    ...............................................           Not Applicable
     (d)       ...............................................           Not Applicable
     (e)       ...............................................           102
Section    315(a).............................................           601
     (b)       ...............................................           602
     (c)       ...............................................           601
     (d)       ...............................................           601
     (e)       ...............................................           514
Section    316(a).............................................           101
     (a)(1)(A) ...............................................           502
                                                                         512
     (a)(1)(B) ...............................................           513
     (a) (2)   ...............................................           Not Applicable
     (b)       ...............................................           508
     (c)       ...............................................           104
Section    317(a)(1)..........................................           503
     (a)(2)    ...............................................           504
     (b)       ...............................................           1003
Section    318(a).............................................           107
</TABLE>


NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Indenture.
<PAGE>
      INDENTURE, dated as of August 1, 1993, between Philips Electronics N.V., a
corporation duly organized and existing under the laws of The Netherlands
(herein called the "Company"), having its corporate seat and principal office in
Eindhoven, The Netherlands and its principal office at Groenewoudseweg 1, 5621
BA Eindhoven, The Netherlands and Morgan Guaranty Trust Company of New York, a
banking corporation duly organized and existing under the laws of the State of
New York, as Trustee hereunder (herein called the "Trustee").


                             RECITALS OF THE COMPANY

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

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


      NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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


                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION


SECTION 101.  Definitions.

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

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

         (2) all other terms used herein which are defined in the Trust
   Indenture Act, either directly or by reference therein, have the meanings
   assigned to them therein;

         (3) all accounting terms not otherwise defined herein have the meanings
   assigned to them in accordance with generally accepted accounting principles,
   and, except as otherwise herein expressly provided, the term "generally
   accepted accounting principles" with respect to any computation required or
   permitted
<PAGE>
   hereunder shall mean such accounting principles as are generally accepted in
   The Netherlands at the date of such computation and as applied by the
   Company;

         (4) unless the context otherwise requires, any reference to an
   "Article" or a "Section" refers to an Article or a Section, as the case may
   be, of this Indenture; and

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

      "Act", when used with respect to any Holder, has the meaning specified in
Section 104.

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

      "Authenticating Agent" means any Person authorized by the Trustee pursuant
to Section 614 to act on behalf of the Trustee to authenticate Securities of one
or more series.

      "Board of Management" means the Board of Management of the Company or any
committee of such Board duly authorized to act for it in respect hereof.

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

      "Business Day", when used with respect to any Place of Payment, means each
Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in that Place of Payment or in New York City are authorized
or obligated by law or executive order to close.

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

      "Company" means the Person named as the "Company" in the first paragraph
of this instrument until a successor Person shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter "Company" shall mean
such successor Person.
<PAGE>
      "Company Request" or "Company Order" means a written request or order
signed on behalf of the Company by any two members of the Board of Management
acting jointly or any other Person duly authorized to sign such requests or
orders by any two members of the Board of Management acting jointly in an
instrument delivered to the Trustee.

       "Corporate Trust Office" means the principal corporate trust office of
the Trustee in the Borough of Manhattan, The City of New York at which at any
particular time its corporate trust business shall be administered, which office
at the date of initial execution of this Indenture is 60 Wall Street, New York,
New York 10260 except that with respect to the presentation of Securities for
payment or for registration of transfer or exchange, such term shall mean the
office or agency of the Trustee in said Borough at which at any particular time
its corporate agency business shall be conducted, which office at the date of
initial execution of this Indenture is 55 Exchange Place, Basement A, New York,
New York, 10260, Corporate Trust Operations.

       "corporation" means a corporation, association, company, joint-stock
company or business trust.

      "Covenant Defeasance" has the meaning specified in Section 1303.

      "Defaulted Interest" has the meaning specified in Section 307.

      "Defeasance" has the meaning specified in Section 1302.

      "Depositary" means, with respect to Securities of any series issuable in
whole or in part in the form of one or more Global Securities, a clearing agency
registered under the Exchange Act that is designated to act as Depositary for
such Securities as contemplated by Section 301.

      "Encumbrance" means any mortgage, pledge, security interest or lien.

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

      "Event of Default" has the meaning specified in Section 501.

      "Exchange Act" means the Securities Exchange Act of 1934 and any statute
successor thereto, in each case as amended from time to time.

      "Expiration Date" has the meaning specified in Section 104.

      "Global Security" means a Security that evidences all or part of the
Securities of any series and bears the legend set forth in Section 204 (or such
legend as may be specified as contemplated by Section 301 for such Securities).


                                      -3-
<PAGE>
      "Group Equity" means, with respect to the Company and its Subsidiaries
considered as an entirety, the sum of the amounts described in the Company's
most recent audited Consolidated Balance Sheet, as "Other group equity" and
"Stockholders' equity" (or such other terms as may be used by the Company to
describe the equity of the Group or the stockholders' equity of the Group
determined in accordance with its accounting policies). Group Equity will also
be deemed to include any capital securities of the Company or similar
instruments issued from time to time, provided that the terms of such capital
securities or similar instruments do not require the Company, or permit the
holder thereof to require the Company, to repay, redeem or repurchase such
securities or instruments for any consideration other than securities
constituting Group Equity.

      "Holder" means a Person in whose name a Security is registered in the
Security Register.

      "Indenture" means this instrument as originally executed and as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively. The term "Indenture" shall also include the terms of particular
series of Securities established as contemplated by Section 301.

      "interest", when used with respect to an Original Issue Discount Security
which by its terms bears interest only after Maturity, means interest payable
after Maturity.

      "Interest Payment Date", when used with respect to any Security, means the
Stated Maturity of an installment of interest on such Security.

      "Investment Company Act" means the Investment Company Act of 1940 and any
statute successor thereto, in each case as amended from time to time.

      "Maturity", when used with respect to any Security, means the date on
which the principal of such Security or an installment of principal becomes due
and payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise.

      "Notice of Default" means a written notice of the kind specified in
Section 501(4) or 501(5).

      "Officers' Certificate" means a certificate delivered to the Trustee
signed by any two members of the Board of Management or by any other Person duly
authorized to sign Officers' Certificates by any two members of the Board of
Management in an instrument delivered to the Trustee.

      "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company or other counsel acceptable to the Trustee.


                                      -4-
<PAGE>
      "Original Issue Discount Security" means any Security which by its terms
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 502.

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

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


         (2) Securities for whose payment or redemption money in the necessary
   amount has been theretofore deposited with the Trustee or any Paying Agent
   (other than the Company) in trust or set aside and segregated in trust by the
   Company (if the Company shall act as its own Paying Agent) for the Holders of
   such Securities; provided that, if such Securities are to be redeemed, notice
   of such redemption has been duly given pursuant to this Indenture or
   provision therefor satisfactory to the Trustee has been made;

          (3) Securities as to which Defeasance has been effected pursuant to
     Section 1302; and

         (4) Securities which have been paid pursuant to Section 306 or in
   exchange for or in lieu of which other Securities have been authenticated and
   delivered pursuant to this Indenture, other than any such Securities in
   respect of which there shall have been presented to the Trustee proof
   satisfactory to it that such Securities are held by a bona fide purchaser in
   whose hands such Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given, made or taken any
request, demand, authorization, direction, notice, consent, waiver or other
action hereunder as of any date, (A) the principal amount of an Original Issue
Discount Security which shall be deemed to be Outstanding shall be the amount of
the principal thereof which would be due and payable as of such date upon
acceleration of the Maturity thereof to such date pursuant to Section 502, (B)
if, as of such date, the principal amount payable at the Stated Maturity of a
Security is not determinable, the principal amount of such Security which shall
be deemed to be Outstanding shall be the amount as specified or determined as
contemplated by Section 301, (C) the principal amount of a Security denominated
in one or more foreign currencies or currency units which shall be deemed to be
Outstanding shall be the U.S. dollar equivalent, determined as of such date in
the manner provided as contemplated by Section 301, of the principal amount of
such Security (or, in the case of a Security described in Clause (A) or (B)
above, of the amount determined as provided in such Clause), and (D) Securities
owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company or of such other obligor shall be disregarded and deemed not to
be Outstanding, except


                                      -5-
<PAGE>
that, in determining whether the Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent, waiver or other
action, only Securities which the Trustee knows to be so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.

      "Paying Agent" means any Person authorized by the Company to pay the
principal of or any premium or interest on any Securities on behalf of the
Company and which initially shall be the Trustee.

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

      "Place of Payment", when used with respect to the Securities of any
series, means the place or places where the principal of and any premium and
interest on the Securities of that series are payable as specified as
contemplated by Section 301.

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

      "Principal Property" means any building, structure or other facility,
together with the land upon which it is erected and fixtures comprising a part
thereof, used primarily for manufacturing or processing and located in the
United States or The Netherlands, owned or leased by the Company or any
Restricted Subsidiary, the net book value of which on the date as of which the
determination is being made exceeds 2% of the Group Equity of the Company, other
than (i) any such building, structure or other facility or portion thereof
which, in the opinion of the Board of Management, is not of material importance
to the total business conducted by the Company and its Subsidiaries as an
entirety or (ii) any portion of any such property which, in the opinion of the
Board of Management, is not of material importance to the use or operation of
such property.

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

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

      "Regular Record Date" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 301.


                                      -6-
<PAGE>
      "Restricted Subsidiary" means any Subsidiary (i) substantially all of the
physical properties of which are located, or substantially all the operations of
which are conducted, within the United States or The Netherlands and (ii) which
owns a Principal Property; provided, however, that the term "Restricted
Subsidiary" shall not include any Subsidiary which is principally engaged in
leasing or in financing installment receivables or which is principally engaged
in financing the operations of the Company and its consolidated Subsidiaries.

      "Secretary" means the individual, or deputy of such individual, holding
from time to time the office of Secretary to the Board of Management.

      "Securities" has the meaning stated in the first recital of this Indenture
and more particularly means any Securities authenticated and delivered under
this Indenture.

      "Securities Act" means the Securities Act of 1933 and any statute
successor thereto, in each case as amended from time to time.

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

      "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee and the Company pursuant to Section 307.

      "Stated Maturity", when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security as the fixed date on which the principal of such Security or
such installment of principal or interest is due and payable.

      "Subsidiary" means a corporation (i) more than 50% of the outstanding
voting stock or equity interest of which is owned, directly or indirectly, by
the Company or by one or more other Subsidiaries, or by the Company and one or
more other Subsidiaries or (ii) which is fully consolidated into the Company's
financial statements prepared in accordance with generally accepted accounting
principles. For the purposes of this definition, "voting stock" means stock
which ordinarily has voting power for the election of directors, whether at all
times or only so long as no senior class of stock has such voting power by
reason of any contingency.

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

      "Trustee" means the Person named as the "Trustee" in the first paragraph
of this instrument until a successor Trustee shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter "Trustee" shall mean
or include each


                                      -7-
<PAGE>
Person who is then a Trustee hereunder, and if at any time there is more than
one such Person, "Trustee" as used with respect to the Securities of any series
shall mean the Trustee with respect to Securities of that series.

      "U.S. Government Obligation" has the meaning specified in Section 1304.

SECTION 102.  Compliance Certificates and Opinions.

      Upon any application or request by the Company to the Trustee to take any
action under any provision of this Indenture, the Company shall furnish to the
Trustee such certificates and opinions as may be required under the Trust
Indenture Act. Each such certificate or opinion shall be given in the form of an
Officers' Certificate, if to be given by the Company, or an Opinion of Counsel,
if to be given by counsel, and shall comply with the requirements of the Trust
Indenture Act and any other requirements set forth in this Indenture.

      Every certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (except for certificates provided for
in Section 1004) shall include,

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

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

         (3) a statement that, in the opinion of each such individual, such
   individual has made such examination or investigation as is necessary to
   enable such individual 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, in the opinion of each such individual,
   such condition or covenant has been complied with.


SECTION 103.  Form of Documents Delivered to Trustee.

      In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

      Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel,


                                      -8-
<PAGE>
unless such officer knows, or in the exercise of reasonable care should know,
that the certificate or opinion or representations with respect to the matters
upon which his certificate or opinion is based are erroneous. Any such
certificate or opinion of counsel may be based, insofar as it relates to factual
matters, upon a certificate or opinion of, or representations by, an officer or
officers of the Company stating that the information with respect to such
factual matters is in the possession of the Company, unless such counsel knows,
or in the exercise of reasonable care should know, that the certificate or
opinion or representations with respect to such matters are erroneous.

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


SECTION 104.  Acts of Holders; Record Dates.

       Any request, demand, authorization, direction, notice, consent, waiver or
other action provided or permitted by this Indenture to be given, made or taken
by Holders may be embo died in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 601) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.

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

      The ownership of Securities shall be proved by the Security Register.

      Any request, demand, authorization, direction, notice, consent, waiver or
other Act of the Holder of any Security shall bind every future Holder of the
same Security and the Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such
Security.


                                      -9-
<PAGE>
      The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to
give, make or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to be
given, made or taken by Holders of Securities of such series, provided that the
Company may not set a record date for, and the provisions of this paragraph
shall not apply with respect to, the giving or making of any notice,
declaration, request or direction referred to in the next paragraph. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of the relevant series on such record date, and no other Holders,
shall be entitled to take the relevant action, whether or not such Holders
remain Holders after such record date; provided that no such action shall be
effective hereunder unless taken on or prior to the applicable Expiration Date
by Holders of the requisite principal amount of Outstanding Securities of such
series on such record date. Nothing in this paragraph shall be construed to
prevent the Company from setting a new record date for any action for which a
record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any Person
be cancelled and of no effect), and nothing in this paragraph shall be construed
to render ineffective any action taken by Holders of the requisite principal
amount of Outstanding Securities of the relevant series on the date such action
is taken. Promptly after any record date is set pursuant to this paragraph, the
Company, at its own expense, shall cause notice of such record date, the
proposed action by Holders and the applicable Expiration Date to be given to the
Trustee in writing and to each Holder of Securities of the relevant series in
the manner set forth in Section 106.

      The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to join
in the giving or making of (i) any Notice of Default, (ii) any declaration of
acceleration referred to in Section 502, (iii) any request to institute
proceedings referred to in Section 507(2) or (iv) any direction referred to in
Section 512, in each case with respect to Securities of such series. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date; provided that no such
action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall
be construed to prevent the Trustee from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Trustee, at the Company's expense, shall cause
notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Company in writing and to each Holder of
Securities of the relevant series in the manner set forth in Section 106.


                                      -10-
<PAGE>
      With respect to any record date set pursuant to this Section, the party
hereto which sets such record dates may designate any day as the "Expiration
Date" and from time to time may change the Expiration Date to any earlier or
later day; provided that no such change shall be effective unless notice of the
proposed new Expiration Date is given to the other parties hereto in writing,
and to each Holder of Securities of the relevant series in the manner set forth
in Section 106, on or prior to the existing Expiration Date. If an Expiration
Date is not designated with respect to any record date set pursuant to this
Section, the party hereto which set such record date shall be deemed to have
initially designated the 180th day after such record date as the Expiration Date
with respect thereto, subject to its right to change the Expiration Date as
provided in this paragraph.

      Without limiting the foregoing, a Holder entitled hereunder to take any
action hereunder with regard to any particular Security may do so with regard to
all or any part of the principal amount of such Security or by one or more duly
appointed agents each of which may do so pursuant to such appointment with
regard to all or any part of such principal amount.


SECTION 105.  Notices, Etc., to Trustee and Company.

      Any request, demand, authorization, direction, notice, consent, waiver or
Act of Holders or other document provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with,

         (1) the Trustee by any Holder or by the Company shall be sufficient
   for every purpose hereunder if made, given, furnished or filed or mailed
   first-class postage prepaid in writing to or with the Trustee at its
   Corporate Trust Office, Attention: Corporate Trust Administration, or

         (2) the Company by the Trustee or by any Holder shall be sufficient for
   every purpose hereunder (unless otherwise herein expressly provided) if in
   writing and mailed international air mail postage prepaid and addressed to
   its principal office specified in the first paragraph of this instrument to
   the attention of its Securities Department, or at such other registered
   address previously furnished in writing to the Trustee by the Company.


SECTION 106.  Notice to Holders; Waiver.

      Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at his address as it appears in the Security Register, not later
than the latest date (if any), and not earlier than the earliest date (if any),
prescribed for the giving of such notice. In any case where notice to Holders is
given by mail, neither the failure to mail such notice, nor


                                      -11-
<PAGE>
any defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders. Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and
such waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.

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


SECTION 107.  Language of Notices, Etc.

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


SECTION 108.  Conflict with Trust Indenture Act.

      If any provision hereof limits, qualifies or conflicts with a provision of
the Trust Indenture Act which is required under such Act to be a part of and
govern this Indenture, the latter provision shall control. If any provision of
this Indenture modifies or excludes any provision of the Trust Indenture Act
which may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or to be excluded, as the case may be.

SECTION 109.  Effect of Headings and Table of Contents.

      The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.


SECTION 110.  Successors and Assigns.

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


SECTION 111.  Separability Clause.


                                      -12-
<PAGE>
      In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.


SECTION 112.  Benefits of Indenture.

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


SECTION 113.  Governing Law.

      This Indenture and the Securities shall be governed by and construed in
accordance with the law of the State of New York, except that the authorization
and execution by the Company of the Indenture or the Securities shall be
governed by the laws of The Netherlands.


SECTION 114.  Saturdays, Sundays and Legal Holidays.

      In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the Securities
(other than a provision of any Security which specifically states that such
provision shall apply in lieu of this Section)) payment of interest or principal
(and premium, if any) need not be made at such Place of Payment on such date,
but may be made on the next succeeding Business Day at such Place of Payment
with the same force and effect as if made on the Interest Payment Date or
Redemption Date, or at the Stated Maturity; provided that no interest shall
accrue for the period from and after such Interest Payment Date, Redemption Date
or Stated Maturity, except as provided in Section 501(2).


SECTION 115.  Appointment of Agent for Service.

      By the execution and delivery of this Indenture, the Company hereby
appoints CT Corporation System as its agent upon which process may be served in
any legal action or proceeding which may be instituted in any Federal or State
court in the Borough of Manhattan, the City of New York, arising out of or
relating to the Securities or this Indenture, but for that purpose only. Service
of process upon such agent at the office of such agent at 1633 Broadway, New
York, New York 10019, and written notice of said service to the Company by the
Person serving the same addressed as provided by Section 105, shall be deemed in
every respect effective service of process upon the Company in any such legal
action or proceeding. The Company hereby submits to the jurisdiction of any such
court or any competent court in The Netherlands in which any


                                      -13-
<PAGE>
such legal action or proceeding is so instituted. Such appointment shall be
irrevocable so long as the Holders of Securities shall have any rights pursuant
to the terms thereof or of this Indenture until the appointment of a successor
by the Company with the consent of the Trustee and such successor's acceptance
of such appointment. The Company further agrees to take any and all action,
including the execution and filing of any and all such documents and
instruments, as may be necessary to continue such designation and appointment of
such agent or successor.


                                      -14-
<PAGE>
                                   ARTICLE TWO

                                 SECURITY FORMS


SECTION 201.  Forms Generally.

      The Securities of each series shall be in substantially the form set forth
in this Article, or in such other form as shall be established by or pursuant to
a Board Resolution or in one or more indentures supplemental hereto, in each
case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or Depositary therefor or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their
execution thereof. If the form of Securities of any series is established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action shall be certified by the Secretary or Deputy Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 303 for the authentication and delivery of such
Securities.

      The definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such Securities, as evidenced by their execution of
such Securities.


SECTION 202.  Form of Face of Security.

            [Insert any legend required by the Internal Revenue Code
                        and the regulations thereunder.]

                            PHILIPS ELECTRONICS N.V.

                               [TITLE OF SECURITY]


No. .........                                                         $ ........

       Philips Electronics N.V., a corporation duly organized and existing under
the laws of The Netherlands (herein called the "Company", which term includes
any successor Person under the Indenture hereinafter referred to), having its
corporate seat and principal office in Eindhoven, The Netherlands, for value
received, hereby promises to pay to
................................................, or registered assigns, the
principal sum of ...................................... Dollars on
......................................................... [if the Security is to
bear interest prior to Maturity, insert-- , and to pay interest thereon from
.............. or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, semi-annually on ............ and
............. in each year, commencing ........., at


                                      -15-
<PAGE>
the rate of ....% per annum, until the principal hereof is paid or made
available for payment [if applicable, insert -- , provided that any principal
and premium, and any such installment of interest, which is overdue shall bear
interest at the rate of ...% per annum (to the extent that the payment of such
interest shall be legally enforceable), from the dates such amounts are due
until they are paid or made available for payment, and such interest shall be
payable on demand]. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture,
be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the ....... or ....... (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and may either be
paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said Indenture].

[If the Security is not to bear interest prior to Maturity, insert -- The
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal and any overdue premium shall
bear interest at the rate of ....% per annum (to the extent that the payment of
such interest shall be legally enforceable), from the dates such amounts are due
until they are paid or made available for payment. Interest on any overdue
principal or premium shall be payable on demand. Any such interest on overdue
principal or premium which is not paid on demand shall bear interest at the rate
of ......% per annum (to the extent that the payment of such interest on
interest shall be legally enforceable), from the date of such demand until the
amount so demanded is paid or made available for payment. Interest on any
overdue interest shall be payable on demand.]

      Payment of the principal of (and premium, if any) and [if applicable,
insert -- any such] interest on this Security will be made at the office or
agency of the Company maintained for that purpose in ............, in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts [if applicable, insert -- ;
provided, however, that at the option of the Company payment of interest may be
made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register].

      Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


                                      -16-
<PAGE>
      Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof, directly or through an Authenticating
Agent, by manual signature of an authorized signatory, this Security shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed

Dated:


                                          Philips Electronics N.V.

                                                By ............................
                                          Name
                                          Title



                                                By ............................
                                          Name
                                          Title


SECTION 203.  Form of Reverse of Security.

       This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of August 1, 1993 (herein called the
"Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and Morgan Guaranty Trust Company of New York,
as Trustee thereunder (herein called the "Trustee", which term includes any
successor trustee under the Indenture), and reference is hereby made to the
Indenture and all indentures supplemental thereto for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company and the Trustee and the Holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof [if applicable,
insert-- , limited in aggregate principal amount to $...........].

       [If applicable, insert-- The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, [if applicable, insert--
(1) on ........... in any year commencing with the year ...... and ending with
the year ...... through operation of the sinking fund for this series at a
Redemption Price equal to 100% of the principal amount, and (2)] at any time [if
applicable, insert-- on or after .........., ..], as a whole or in part, at the
election of the Company, at the following Redemption Prices (expressed as
percentages of the principal amount): If redeemed [if applicable, insert-- on or



                                      -17-
<PAGE>
before ..............., ...%, and if redeemed] during the 12-month period
beginning ............. of the years indicated,


            Redemption                                      Redemption
Year          Price                Year                       Price







and thereafter at a Redemption Price equal to .....% of the principal amount,
together in the case of any such redemption [if applicable, insert -- (whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]

       [If applicable, insert-- The Securities of this series are subject to
redemption upon not less than 30 nor more than 60 days' notice by mail, (1) on
............. in any year commencing with the year .... and ending with the year
..... through operation of the sinking fund for this series at the Redemption
Prices for redemption through operation of the sinking fund (expressed as
percentages of the principal amount) set forth in the table below, and (2) at
any time [if applicable, insert-- on or after ............], as a whole or in
part, at the election of the Company, at the Redemption Prices for redemption
otherwise than through operation of the sinking fund (expressed as percentages
of the principal amount) set forth in the table below: If redeemed during the
12-month period beginning ............ of the years indicated,


                   Redemption Price
                     For Redemption               Redemption Price For
                   Through Operation              Redemption Otherwise
                        of the                   Than Through Operation
Year                 Sinking Fund                  of the Sinking Fund



                                      -18-
<PAGE>
and thereafter at a Redemption Price equal to .....% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

      [If applicable, insert -- Notwithstanding the foregoing, the Company may
not, prior to ............., redeem any Securities of this series as
contemplated by [if applicable, insert -- Clause (2) of] the preceding paragraph
as a part of, or in anticipation of, any refunding operation by the application,
directly or indirectly, of moneys borrowed having an interest cost to the
Company (calculated in accordance with generally accepted financial practice) of
less than .....% per annum.]

      [If applicable, insert -- The sinking fund for this series provides for
the redemption on ............ in each year beginning with the year ....... and
ending with the year ...... of [if applicable, insert -- not less than
$.......... ("mandatory sinking fund") and not more than] $......... aggregate
principal amount of Securities of this series. Securities of this series
acquired or redeemed by the Company otherwise than through [if applicable,
insert -- mandatory] sinking fund payments may be credited against subsequent
[if applicable, insert -- mandatory] sinking fund payments otherwise required to
be made [if applicable, insert -- , in the inverse order in which they become
due].]

      The Securities of each Series may be redeemed at the option of the
Company, in whole but not in part, upon not less than 30 nor more than 60 days'
notice at any time (except in the case of Securities that have a variable rate
of interest, which may be redeemed on any Interest Payment Date) at the
Redemption Price equal to the principal amount thereof plus accrued interest to
the date fixed for redemption [if the Security is an Original Issue Discount
Security, insert formula for determining amount], if, as a result of any change
in or amendment to the laws or any regulations or rulings promulgated thereunder
of The Netherlands (or of any political subdivision or taxing authority thereof
or therein) or any change in the official application or interpretation of such
laws, regulations or rulings, or any change in the official application or
interpretation of, or any execution of or amendment to, any treaty or treaties
affecting taxation to which The Netherlands (or such political subdivision or
taxing authority) is a party, which change, execution or amendment becomes
effective on or after _________________, the Company is or would be required on
the next succeeding Interest Payment Date to pay additional amounts with respect
to the Securities as set forth below with respect to the Securities and such
payments cannot be avoided by the use of any reasonable measures available to
the Company.

      [If the Security is subject to redemption of any kind, insert -- In the
event of redemption of this Security in part only, a new Security or Securities
of this series and of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.]


                                      -19-
<PAGE>
      [If applicable, insert -- The Indenture contains provisions for defeasance
at any time of [the entire indebtedness of this Security] [or] [certain
restrictive covenants and Events of Default with respect to this Security] [,in
each case] upon compliance with certain conditions set forth in the Indenture.]

      [If the Security is not an Original Issue Discount Security, insert -- If
an Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.]

      [If the Security is an Original Issue Discount Security, insert -- If an
Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to -- insert formula for determining the
amount. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal, premium and interest (in each
case to the extent that the payment of such interest shall be legally
enforceable), all of the Company's obligations in respect of the payment of the
principal of and premium and interest, if any, on the Securities of this series
shall terminate.]

      [If applicable insert -- If any deduction or withholding for any present
or future taxes, assessments or other governmental charges of The Netherlands
(or any political subdivision or taxing authority thereof or therein) shall at
any time be required by The Netherlands (or any such political subdivision or
taxing authority) in respect of any amounts to be paid by the Company under the
Securities of a series, the Company will pay to the Holder of this Security such
additional amounts of interest as may be necessary in order that the net amounts
paid to the Holder of this Security who, with respect to any such tax,
assessment, or other governmental charge, is not resident in The Netherlands,
after such deduction or withholding, shall be not less than the amounts
specified in such Security to which such Holder is entitled; provided, however,
that the Company shall not be required to make any payment of additional amounts
to a Holder for or on account of:

      (a) any tax, assessment or other governmental charge which would not have
   been imposed but for (i) the existence of any present or former connection
   between such Holder (or between a fiduciary, settlor, beneficiary, member or
   shareholder of, or possessor of a power over, such Holder, if such Holder is
   an estate, trust, partnership or corporation) and The Netherlands or any
   political subdivision or territory or possession thereof or area subject to
   its jurisdiction, including, without limitation, such Holder (or such
   fiduciary, settlor, beneficiary, member, shareholder or possessor) being or
   having been a domiciliary, national or resident thereof or being or having
   been present or engaged in trade or business therein or having or having had
   a permanent establishment therein or having directly or indirectly a
   substantial interest in the share capital of the Company or otherwise having
   or having had some connection with The Netherlands or such political
   subdivision, territory or possession other than the holding or ownership of a
   Security or the collection of principal of and interest, if any, on, or the
   enforcement of, a Security or (ii) the presentation of a


                                      -20-
<PAGE>
   Security (where presentation is required) for payment on a date more than 30
   days after the date on which such payment became due and payable or the date
   on which payment thereof is duly provided for, whichever occurs later;

      (b) any estate, inheritance, gift, sale, transfer, personal property or
   similar tax, assessment or other governmental charge;

      (c) any tax, assessment, or other governmental charge which is payable
   otherwise than by withholding from payments of (or in respect of), premium,
   if any, or interest on, the Securities;

      (d) any tax, assessment or other governmental charge that is imposed or
   withheld by reason of the failure to comply by the Holder or the beneficial
   owner of a Security with a request of the Company addressed to the Holder (i)
   to provide information concerning the nationality, residence, identity or
   connection with The Netherlands or any political subdivision thereof of the
   Holder or such beneficial owner or (ii) to make any declaration or other
   similar claim or satisfy any information or reporting requirement, which, in
   the case of (i) or (ii), is required or imposed by a statute, treaty,
   regulation or administrative practice of the taxing jurisdiction as a
   precondition to exemption from all or part of such tax, assessment or other
   governmental charge, or

      (e)   any combination of items (a), (b), (c) and (d);

nor shall additional amounts of interest be paid with respect to any payment of
the principal of, premium, if any, or any interest on this Security to any
Holder who is a fiduciary or partnership or other than the sole beneficial owner
of such payment to the extent such payment would be required by the laws of The
Netherlands (or any political subdivision or taxing authority thereof or
therein) to be included in the income for tax purposes of a beneficiary or
settlor with respect to such fiduciary or a member of such partnership or a
beneficial owner who would not have been entitled to such additional amounts of
interest had it been the Holder of this Security.]

      The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.


                                      -21-
<PAGE>
      As provided in and subject to the provisions of the Indenture, no Holder
of any Security of this series will have the right to institute any proceeding
with respect to the Indenture, this Security or for the appointment of a
receiver or trustee or for any other remedy thereunder, unless such Holder shall
have previously given the Trustee written notice of a continuing Event of
Default with respect to the Securities of this series, the Holders of not less
than 25% in principal amount of the Securities of this series at the time
Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the
Trustee reasonable indemnity, and the Trustee shall not have received from the
Holders of a majority in principal amount of Securities of this series at the
time Outstanding a direction inconsistent with such request, and shall have
failed to institute any such proceeding, for 60 days after receipt of such
notice, request and offer of indemnity. The foregoing shall not apply to any
suit instituted by the Holder of this Security for the enforcement of any
payment of principal hereof or any premium or interest hereon on or after the
respective due dates expressed herein.

      No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and interest
on this Security at the times, place and rate, and in the coin or currency,
herein prescribed.

      As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.

      The Securities of this series are issuable only in registered form without
coupons in denominations of $....... and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

      No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

      Prior to due presentment of this Security for registration of transfer or
exchange, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes,


                                      -22-
<PAGE>
whether or not this Security be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.

      All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.



SECTION 204.  Form of Legend for Global Securities.

      Unless otherwise specified as contemplated by Section 301 for the
Securities evidenced thereby, every Global Security authenticated and delivered
hereunder shall bear a legend in substantially the following form:

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


SECTION 205.  Form of Trustee's Certificate of Authentication.

      The Trustee's certificates of authentication shall be in substantially the
following form:

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


                                                   Morgan Guaranty Trust Company
                                                                    of New York,
                                                                      As Trustee


                                                      By.......................
                                                              Authorized Officer


                                      -23-

<PAGE>
                                  ARTICLE THREE

                                 THE SECURITIES


SECTION 301.  Amount Unlimited; Issuable in Series.

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

      The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution of the Company and, subject to
Section 303, set forth, or determined in the manner provided, in an Officers'
Certificate, or established in one or more indentures supplemental hereto, prior
to the issuance of Securities of any series,

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

       (2) any limit upon the aggregate principal amount of the Securities of
   the series which may be authenticated and delivered under this Indenture
   (except for Securities authenticated and delivered upon registration of
   transfer of, or in exchange for, or in lieu of, other Securities of the
   series pursuant to Section 304, 305, 306, 906 or 1107 and except for any
   Securities which, pursuant to Section 303, are deemed never to have been
   authenticated and delivered hereunder);

       (3) the Person to whom any interest on a Security of the series shall be
   payable, if other than the Person in whose name that Security (or one or more
   Predecessor Securities) is registered at the close of business on the Regular
   Record Date for such interest;

       (4) the date or dates on which the principal of any Securities of the
   series is payable;

       (5) the rate or rates at which any Securities of the series shall bear
   interest, if any, the date or dates from which any such interest shall
   accrue, the Interest Payment Dates on which any such interest shall be
   payable and the Regular Record Date for any such interest payable on any
   Interest Payment Date;

       (6) the place or places where, subject to the provisions of Section 1002,
   the principal of and any premium and interest on any Securities of the series
   shall be payable, Securities of the series may be surrendered for exchange
   and notices and demands to or upon the Company in respect of any Securities
   of the series and this Indenture may be served;

       (7) the period or periods within which, the price or prices at which and
   the terms and conditions upon which any Securities of the series may be
   redeemed, in whole or


                                      -24-
<PAGE>
   in part, at the option of the Company (including the period referred to in
   Section 1108) and, if other than by a Board Resolution, the manner in which
   any election by the Company to redeem the Securities shall be evidenced;

       (8) other than with respect to any redemption of Securities pursuant to
   Section 1108, the obligation, if any, of the Company to redeem or purchase
   any Securities of the series pursuant to any sinking fund or analogous
   provisions or at the option of the Holder thereof and the period or periods
   within which, the price or prices at which and the terms and conditions upon
   which any Securities of the series shall be redeemed or purchased, in whole
   or in part, pursuant to such obligation;

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

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

      (11) if other than the currency of the United States of America, the
   currency, currencies or currency units in which the principal of or any
   premium or interest on any Securities of the series shall be payable and the
   manner of determining the equivalent thereof in the currency of the United
   States of America for any purpose, including for purposes of the definition
   of "Outstanding" in Section 101;

      (12) if the principal of or any premium or interest on any Securities of
   the series is to be payable, at the election of the Company or a Holder
   thereof, in one or more currencies or currency units other than that or those
   in which such Securities are stated to be payable, the currency, currencies
   or currency units in which the principal of or any premium or interest on
   such Securities as to which such election is made shall be payable, the
   periods within which and the terms and conditions upon which such election is
   to be made and the amount so payable (or the manner in which such amount
   shall be determined);

      (13) if other than the entire principal amount thereof, the portion of the
   principal amount of any Securities of the series which shall be payable upon
   declaration of acceleration of the Maturity thereof pursuant to Section 502;

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


                                      -25-
<PAGE>
      (15) if applicable, that the Securities of the series, in whole or any
   specified part, shall be defeasible pursuant to Section 1302 or Section 1303
   or both such Sections and, if other than by a Board Resolution, the manner in
   which any election by the Company to defease such Securities shall be
   evidenced;

      (16) if applicable, that any Securities of the series shall be issuable in
   whole or in part in the form of one or more Global Securities and, in such
   case, the respective Depositaries for such Global Securities, the form of any
   legend or legends which shall be borne by any such Global Security in
   addition to or in lieu of that set forth in Section 204 and any circumstances
   in addition to or in lieu of those set forth in Clause (2) of the last
   paragraph of Section 305 in which any such Global Security may be exchanged
   in whole or in part for Securities registered, and any transfer of such
   Global Security in whole or in part may be registered, in the name or names
   of Persons other than the Depositary for such Global Security or a nominee
   thereof;

      (17) any addition to or change in the Events of Default which applies to
   any Securities of the series and any change in the right of the Trustee or
   the requisite Holders of such Securities to declare the principal amount
   thereof due and payable pursuant to Section 502;

      (18) any addition to or change in the covenants set forth in Article Ten
   which applies to Securities of the series;

      (19) if additional amounts, pursuant to Section 1004, will be payable by
   the Company; and

      (20) any other terms of the series (which terms shall not be inconsistent
   with the provisions of this Indenture, except as permitted by Section
   901(5)).

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

      If any of the terms of the Securities of any series are established by
action taken pursuant to a Board Resolution of the Company, a copy of an
appropriate record of such action shall be certified by the Secretary, each
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.


                                      -26-
<PAGE>
SECTION 302.  Denominations.

      The Securities of each series shall be issuable only in registered form
without coupons and only in such denominations as shall be specified as
contemplated by Section 301. In the absence of any such specified denomination
with respect to the Securities of any series, the Securities of such series
shall be issuable in denominations of $1,000 and any integral multiple thereof.


SECTION 303.  Execution, Authentication, Delivery and Dating.

      The Securities shall be executed on behalf of the Company by any two
members of the Board of Management. The signature of any of such persons on the
Securities may be manual or facsimile.

      Securities bearing the manual or facsimile signatures of individuals who
were at any time members of the Board of Management shall bind the Company
notwithstanding that such individuals or any of them have ceased to hold such
position prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.

      At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities. If the
form or terms of the Securities of the series have been established by or
pursuant to one or more Board Resolutions as permitted by Sections 201 and 301,
in authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to Section 601) shall be fully protected in
relying upon, an Opinion of Counsel stating,

       (1) if the forms of such Securities have been established by or pursuant
   to a Board Resolution as permitted by Section 201, that such forms have been
   established in conformity with the provisions of this Indenture;

       (2) if the terms of such Securities have been established by or pursuant
   to a Board Resolution as permitted by Section 301, that such terms have been
   established in conformity with the provisions of this Indenture; and

       (3) that such Securities, when authenticated and delivered by the Trustee
   and issued by the Company 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, fraudulent transfer,
   reorganization, moratorium and similar laws of general applicability relating
   to or affecting creditors' rights, to general equity principles and to such
   other matters as counsel may state therein.


                                      -27-
<PAGE>
If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

      Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 301 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the
authentication of each Security of such series if such documents are delivered
at or prior to the authentication upon original issuance of the first Security
of such series to be issued, and reasonably contemplate the issuance of all
Securities of such series.

      Each Security shall be dated the date of its authentication.

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


SECTION 304.  Temporary Securities.

      Pending the preparation of definitive Securities of any series, the
Company may execute, and upon compliance with Section 303 the Trustee shall
authenticate and deliver, temporary Securities which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued and with such appropriate insertions, omissions, substitutions and
other variations as the officers executing such Securities may determine, as
evidenced by their execution of such Securities.

      If temporary Securities of any series are issued, the Company will cause
definitive Securities of that series to be prepared without unreasonable delay.
After the preparation of definitive Securities of such series, the temporary
Securities of such series shall be exchangeable for definitive Securities of
such series upon surrender of the temporary Securities of such series at the
office or agency of the Company in a Place of Payment for that series, without
charge to the Holder. Upon surrender for cancellation


                                      -28-
<PAGE>
of any one or more temporary Securities of any series, the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor one or more
definitive Securities of the same series, of any authorized denominations and of
like tenor and aggregate principal amount. Until so exchanged, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of such series and tenor.


SECTION 305.  Registration, Registration of Transfer and Exchange.

      The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register (the register maintained in such office and in any other
office or agency of the Company in a Place of Payment being herein sometimes
collectively referred to as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities and of transfers of Securities. The Trustee is hereby
appointed "Security Registrar" for the purpose of registering Securities and
transfers of Securities as herein provided.

      Upon surrender for registration of transfer of any Security of a series at
the office or agency of the Company in a Place of Payment for that series, the
Company shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Securities of
the same series, of any authorized denominations and of like tenor and aggregate
principal amount.

      At the option of the Holder, Securities of any series may be exchanged for
other Securities of the same series, of any authorized denominations and of like
tenor and aggregate principal amount, upon surrender of the Securities to be
exchanged at such office or agency. Whenever any Securities are so surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities which the Holder making the exchange is entitled to
receive.

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

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

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


                                      -29-
<PAGE>
      If the Securities of any series (or of any series and specified tenor) are
to be redeemed in part, the Company shall not be required (A) to issue, register
the transfer of or exchange any Securities of that series (or of that series and
specified tenor, as the case may be) during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of any
such Securities selected for redemption under Section 1103 and ending at the
close of business on the day of such mailing, or (B) to register the transfer of
or exchange any Security so selected for redemption in whole or in part, except
the unredeemed portion of any Security being redeemed in part.

      The provisions of Clauses (1), (2), (3) and (4) below shall apply only to
Global Securities:

       (1) Each Global Security authenticated under this Indenture shall be
   registered in the name of the Depositary designated for such Global Security
   or a nominee thereof and delivered to such Depositary or a nominee thereof or
   custodian therefor, and each such Global Security shall constitute a single
   Security for all purposes of this Indenture.

       (2) Notwithstanding any other provision in this Indenture, no Global
   Security may be exchanged in whole or in part for Securities registered, and
   no transfer of a Global Security in whole or in part may be registered, in
   the name of any Person other than the Depositary for such Global Security or
   a nominee thereof unless (A) such Depositary (i) has notified the Company
   that it is unwilling or unable to continue as Depositary for such Global
   Security or (ii) has ceased to be a clearing agency registered under the
   Exchange Act, (B) there shall have occurred and be continuing an Event of
   Default with respect to such Global Security or (C) there shall exist such
   circumstances, if any, in addition to or in lieu of the foregoing as have
   been specified for this purpose as contemplated by Section 301.

       (3) Subject to Clause (2) above, any exchange of a Global Security for
   other Securities may be made in whole or in part, and all Securities issued
   in exchange for a Global Security or any portion thereof shall be registered
   in such names as the Depositary for such Global Security shall direct.

       (4) Every Security authenticated and delivered upon registration of
   transfer of, or in exchange for or in lieu of, a Global Security or any
   portion thereof, whether pursuant to this Section, Section 304, 306, 906 or
   1107 or otherwise, shall be authenticated and delivered in the form of, and
   shall be, a Global Security, unless such Security is registered in the name
   of a Person other than the Depositary for such Global Security or a nominee
   thereof.


SECTION 306.  Mutilated, Destroyed, Lost and Stolen Securities.


                                      -30-
<PAGE>
      If any mutilated Security is surrendered to the Trustee, the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
new Security of the same series and of like tenor and principal amount and
bearing a number not contemporaneously outstanding.

      If there shall be delivered to the Company and the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Security, a new Security
of the same series and of like tenor and principal amount and bearing a number
not con temporaneously outstanding.

      In case any such mutilated, destroyed, lost or stolen Security has become
or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

      Upon the issuance of any new Security under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith.

      Every new Security of any series issued pursuant to this Section in lieu
of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that series duly issued hereunder.

      The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities.


SECTION 307.  Payment of Interest; Interest Rights Preserved.

      Except as otherwise provided as contemplated by Section 301 with respect
to any series of Securities, interest on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid
to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest and, at the option of the Company, may be paid by check mailed
to the address of the Person as it appears in the Security Register.


                                      -31-
<PAGE>
      Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in Clause (1) or (2) below:

         (1) The Company may elect to make payment of any Defaulted Interest to
      the Persons in whose names the Securities of such series (or their
      respective Predecessor Securities) are registered at the close of business
      on a Special Record Date for the payment of such Defaulted Interest, which
      shall be fixed in the following manner. The Company shall notify the
      Trustee in writing of the amount of Defaulted Interest proposed to be paid
      on each Security of such series and the date of the proposed payment, and
      at the same time the Company shall deposit with the Trustee an amount of
      money equal to the aggregate amount proposed to be paid in respect of such
      Defaulted Interest or shall make arrangements satisfactory to the Trustee
      for such deposit prior to the date of the proposed payment, such money
      when deposited to be held in trust for the benefit of the Persons entitled
      to such Defaulted Interest as in this Clause provided. Thereupon the
      Trustee, upon consultation with the Company, shall fix a Special Record
      Date for the payment of such Defaulted Interest which shall be not more
      than 15 days and not less than 10 days prior to the date of the proposed
      payment and not less than 10 days after the receipt by the Trustee of the
      notice of the proposed payment. The Trustee shall promptly notify the
      Company of such Special Record Date and, in the name and at the expense of
      the Company, shall cause notice of the proposed payment of such Defaulted
      Interest and the Special Record Date therefor to be given to each Holder
      of Securities of such series in the manner set forth in Section 106, not
      less than 10 days prior to such Special Record Date. Notice of the
      proposed payment of such Defaulted Interest and the Special Record Date
      therefor having been so mailed, such Defaulted Interest shall be paid to
      the Persons in whose names the Securities of such series (or their
      respective Predecessor Securities) are registered at the close of business
      on such Special Record Date and shall no longer be payable pursuant to the
      following Clause (2).

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

      Subject to the foregoing provisions of this Section and Section 305, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.


                                      -32-
<PAGE>
SECTION 308.  Persons Deemed Owners.

      Prior to due presentment of a Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Security is registered as the owner of such Security
for the purpose of receiving payment of principal of and any premium and
(subject to Section 305 and Section 307) any interest on such Security and for
all other purposes whatsoever, whether or not such Security be overdue, and
neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.


SECTION 309.  Cancellation.

      All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by it. The Company may at any time deliver to
the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for delivery
to the Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, and all Securities so
delivered shall be promptly cancelled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided
in this Section, except as expressly permitted by this Indenture. All cancelled
Securities held by the Trustee shall be disposed of as directed by a Company
Order, and the Trustee will deliver to the Company its certificates evidencing
such destruction.

SECTION 310.  Computation of Interest.

      Except as otherwise specified as contemplated by Section 301 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.


                                      -33-
<PAGE>
                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE


SECTION 401.  Satisfaction and Discharge of Indenture.

      This Indenture shall upon Company Request cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of
Securities herein expressly provided for and the obligation of the Company to
pay any additional amounts as contemplated by Section 1004), and the Trustee, at
the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when

      (1) either

         (A) all Securities theretofore authenticated and delivered (other than
      (i) Securities which have been destroyed, lost or stolen and which have
      been replaced or paid as provided in Section 306 and (ii) Securities for
      whose payment money has theretofore been deposited in trust or segregated
      and held in trust by the Company and thereafter repaid to the Company or
      discharged from such trust, as provided in the last paragraph of Section
      1003) have been delivered to the Trustee for cancellation; or

         (B) all such Securities not theretofore delivered to the Trustee for
      cancellation

            (i) have become due and payable, or

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

            (iii) are to be called for redemption within one year under
        arrangements satisfactory to the Trustee for the giving of notice of
        redemption by the Trustee in the name, and at the expense, of the
        Company,

      and the Company, in the case of (i), (ii) or (iii) above, has deposited or
      caused to be deposited with the Trustee as trust funds in trust for the
      purpose money in an amount sufficient to pay and discharge the entire
      indebtedness on such Securities not theretofore delivered to the Trustee
      for cancellation, for principal and any premium and interest to the date
      of such deposit (in the case of Securities which have become due and
      payable) or to the Stated Maturity or Redemption Date, as the case may be;

      (2) the Company has paid or caused to be paid all other sums payable
   hereunder by the Company; and


                                      -34-
<PAGE>
      (3) the Company has delivered to the Trustee an Officers' Certificate and
   an Opinion of Counsel, each stating that all conditions precedent herein
   provided for relating to the satisfaction and discharge of this Indenture
   have been complied with.

      Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607, the obligations of
the Trustee to any Authenticating Agent under Section 614 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.


SECTION 402.  Application of Trust Money.

      Subject to the provisions of the last paragraph of Section 1003, all money
deposited with the Trustee pursuant to Section 401 shall be held in trust and
applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and any premium and
interest for whose payment such money has been deposited with the Trustee. The
Trustee shall have no obligation to pay interest on or to invest any funds held
in trust under the Indenture, except as otherwise agreed with and for the
benefit of the Company.


                                      -35-
<PAGE>
                                  ARTICLE FIVE

                                    REMEDIES


SECTION 501.  Events of Default.

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

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

      (2) default in the payment of the principal of or any premium on any
   Security of that series at its Maturity; provided however, it shall not be a
   default if the non-payment is due solely to administrative error (whether by
   the Company or a bank involved in transferring funds to the Trustee),
   continues for up to three Business Days and the Company pays any interest (at
   the rate stated in such security or, in the case of an Original Issue
   Discount Security, the imputed rate of interest) accrued on such principal or
   premium to but not including the date of payment; or

      (3) default in the deposit of any sinking fund payment, when and as due by
   the terms of a Security of that series or beyond any period of grace provided
   with respect thereto; or

      (4) any default in the performance, or breach, of any covenant or warranty
   of the Company in this Indenture (other than a covenant or warranty a default
   in whose performance or whose breach is elsewhere in this Section
   specifically dealt with or which has expressly been included in this
   Indenture solely for the benefit of series of Securities other than that
   series), and continuance of such default or breach for a period of 60 days
   after there has been given, by registered or certified international air
   mail, to the Company by the Trustee or to the Company and the Trustee by the
   Holders of at least 25% in principal amount of the Outstanding Securities of
   that series, a written notice specifying such default or breach and requiring
   it to be remedied and stating that such notice is a "Notice of Default"
   hereunder; or

      (5) an application made by the Company for its bankruptcy (the term
   "bankruptcy" to be interpreted for the purpose of this Section 501 as
   "faillissement" within the meaning of the Dutch Bankruptcy Act), or an
   application is made by anyone else for the bankruptcy of the Company and such
   application is not being contested in good faith, or the Company is declared
   as bankrupt by a competent court in The Netherlands or similar law, or the
   Company applies for (provisional) suspension of payments (the term
   "(provisional) suspension of payments" to be


                                      -36-
<PAGE>
   interpreted for the purpose of this Section 501 as "(voorlopige) surseance
   van betaling" within the meaning of the Dutch Bankruptcy Act); or

      (6) an order is made by a competent court in The Netherlands for the
   liquidation or dissolution of the Company or an effective resolution is
   passed for liquidation or dissolution of the Company; or

      (7) any other Event of Default provided with respect to Securities of that
   series pursuant to Section 301 (17).

SECTION 502.  Acceleration of Maturity; Rescission and Annulment.

      If an Event of Default (other than an Event of Default specified in
Section 501(5) or 501(6)) with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee or
the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series may declare the principal amount of all the Securities
of that series (or, if any Securities of that series are Original Issue Discount
Securities, or the principal amount of such Outstanding Securities is not then
determinable, such portion of the principal amount of such Securities or such
other amount in lieu of such principal amount as may be specified by the terms
thereof) to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by Holders), and upon any such declaration
such principal amount (or specified amount) shall become immediately due and
payable. If an Event of Default specified in Section 501(5) or 501(6) with
respect to Securities of any series at the time Outstanding occurs, the
principal amount of all the Securities of that series (or, if any Securities of
that series are Original Issue Discount Securities, or the principal amount of
such Outstanding Securities is not then determinable, such portion of the
principal amount of such Securities or such other amount in lieu of such
principal amount as may be specified by the terms thereof) shall automatically,
and without any declaration or other action on the part of the Trustee or any
Holder, become immediately due and payable.

      At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if

      (1) the Company has paid or deposited with the Trustee a sum sufficient to
   pay

         (A)   all overdue interest on all Securities of that series,

         (B) the principal of (and premium, if any, on) any Securities of that
      series which have become due otherwise than by such declaration of
      acceleration and any interest accrued thereon at the rate or rates
      prescribed therefor in such Securities,


                                      -37-
<PAGE>
         (C) to the extent that payment of such interest is lawful, interest
      upon overdue interest at the rate or rates prescribed therefor in such
      Securities, and

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

   and

      (2) all Events of Default with respect to Securities of that series, other
   than the non-payment of the principal of Securities of that series which have
   become due solely by such declaration of acceleration, have been cured or
   waived as provided in Section 513.

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


SECTION 503.  Collection of Indebtedness and Suits for Enforcement by Trustee.

      The Company covenants that in case of any Event of Default as described in
Section 502(1) or 502(2), the Company will, upon demand of the Trustee, pay to
it, for the benefit of the Holders of such Securities, the whole amount then due
and payable on such Securities for principal and any premium and interest and,
to the extent that payment of such interest shall be legally enforceable,
interest on any overdue principal and premium and on any overdue interest, at
the rate or rates prescribed therefor in such Securities, and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

      If an Event of Default with respect to Securities of any series occurs and
is continuing, the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the Holders of Securities of such series by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any such rights, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy.


SECTION 504.  Trustee May File Proofs of Claim.

      In case of any judicial proceeding relative to the Company or any other
obligor upon the Securities, or the property of the Company or other obligor or
their creditors, the Trustee shall be entitled and empowered, by intervention in
such proceeding or otherwise, to take any and all actions authorized under the
Trust Indenture Act in order to have claims of the Holders and the Trustee
allowed in any such proceeding. In


                                      -38-
<PAGE>
particular, the Trustee shall be authorized to collect and receive any moneys or
other property payable or deliverable on any such claims and to distribute the
same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator
or other similar official in any such judicial proceeding is hereby authorized
by each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee all amounts due under Section 607.

      No provision of this Indenture shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding; provided, however,
that the Trustee may, if permitted by applicable bankruptcy law, on behalf of
the Holders, vote for the election of a trustee in bankruptcy or similar
official and be a member of a creditors' or other similar committee.


SECTION 505.  Trustee May Enforce Claims Without Possession of Securities.

      All rights of action and claims under this Indenture or the Securities may
be prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after provision
for all amounts due under Section 607 be for the ratable benefit of the Holders
of the Securities in respect of which such judgment has been recovered.


SECTION 506.  Application of Money Collected.

      Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal or any premium
or interest, upon presentation of the Securities and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:

      FIRST:      To the payment of all amounts due to the Trustee under Section
                  607;

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


                                      -39-
<PAGE>
      THIRD:      To the payment of the balance, if any, to the Company or any
                  other Person or Persons legally entitled thereto.

SECTION 507.  Limitation on Suits.

      No Holder of any Security of any series shall have any right to institute
any proceeding, judicial or otherwise, with respect to this Indenture, the
Securities or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless

      (1) such Holder has previously given written notice to the Trustee of a
   continuing Event of Default with respect to the Securities of that series
   specifying such Event of Default and stating that such notice is a "Notice of
   Default" hereunder; and

      (2) the Holders of not less than 25% in principal amount of the
   Outstanding Securities of that series shall have made written request to the
   Trustee to institute proceedings in respect of such Event of Default in its
   own name as Trustee hereunder; and

      (3) such Holder or Holders have offered to the Trustee reasonable
   indemnity against the costs, expenses and liabilities to be incurred in
   compliance with such request; and

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

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

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all of such
Holders.

SECTION 508.  Unconditional Right of Holders to Receive Principal, Premium and
              Interest.

      Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of and any premium and (subject to Section 307)
interest on such Security on the respective Stated Maturities expressed in such
Security (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.


                                      -40-
<PAGE>
SECTION 509.  Restoration of Rights and Remedies.

      If the Trustee or any Holder has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or
to such Holder, then and in every such case, subject to any determination in
such proceeding, the Company, the Trustee and the Holders shall be restored
severally and respectively to their former positions hereunder and thereafter
all rights and remedies of the Trustee and the Holders shall continue as though
no such proceeding had been instituted.


SECTION 510.  Rights and Remedies Cumulative.

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


SECTION 511.  Delay or Omission Not Waiver.

      No delay or omission of the Trustee or of any Holder of any Securities to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article or by law to
the Trustee or to the Holders may be exercised from time to time, and as often
as may be deemed expedient, by the Trustee or by the Holders, as the case may
be.


SECTION 512.  Control by Holders.

      The Holders of a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the
Securities of such series, provided that

      (1) such direction shall not be in conflict with any rule of law or with
   this Indenture,

      (2) the Trustee may take any other action deemed proper by the Trustee
   which is not inconsistent with such direction, and


                                      -41-
<PAGE>
      (3) the Trustee need not follow any such direction if doing so would in
   its reasonable discretion either involve it in personal liability or be
   unduly prejudicial to Holders not joining in such direction;

provided, further, that the Trustee shall have no obligation to make any
determination with respect to any such conflict, personal liability or undue
prejudice.

SECTION 513.  Waiver of Past Defaults.

      The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series may, by written notice to the Trustee, 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

      (1) in the payment of the principal of or any premium or interest on any
   Security of such series, or

      (2) in respect of a covenant or provision hereof which under Article Nine
   cannot be modified or amended without the consent of the Holder of each
   Outstanding Security of such series affected.

      Upon any such waiver, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
default or impair any right consequent thereon.


SECTION 514.  Undertaking for Costs.

      In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess costs against
any such party litigant, in the manner and to the extent provided in the Trust
Indenture Act; provided that neither this Section nor the Trust Indenture Act
shall be deemed to authorize any court to require such an undertaking or to make
such an assessment in any suit instituted by the Company, in any suit instituted
by the Trustee, in any suit instituted by any Holder, or group of Holders,
holding in the aggregate more than 10% in principal amount of the Outstanding
Securities of any series, or in any suit instituted by any Holder for the
enforcement of the payment of the principal of or any premium or interest on any
Security on or after the Stated Maturity or Maturities expressed in such
Security (or, in the case of redemption on or after the Redemption Date).


SECTION 515.  Waiver of Usury, Stay or Extension Laws.


                                      -42-
<PAGE>
      The Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any usury, stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.


                                      -43-
<PAGE>
                                   ARTICLE SIX

                                   THE TRUSTEE


SECTION 601.  Certain Duties and Responsibilities.

   (a)   Except during the continuance of an Event of Default,

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

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

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

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

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

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

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

      (4) no provision of this Indenture shall require the Trustee to expend or
   risk its own funds or otherwise incur any financial liability in the
   performance of any of its


                                      -44-
<PAGE>
   duties hereunder, or in the exercise of any of its rights or powers, if it
   shall have reasonable grounds for believing that repayments of such funds or
   adequate indemnity against such risk or liability is not reasonably assured
   to it.

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

SECTION 602.  Notice of Defaults.

      Within 90 days after the occurrence of any default hereunder, the Trustee
shall transmit to all Holders of the Securities of each series affected thereby,
in the manner provided in Section 106, notice of such default hereunder known to
the Trustee, unless such default shall have been cured or waived; provided,
however, that, except in the case of a default in the payment of the principal
of, premium, if any, or interest on any Security of such series, the Trustee
shall be protected in withholding such notice if and so long as the board of
directors, the executive committee or a trust committee of directors or officers
(assigned by the Trustee to administer its corporate trust matters) of the
Trustee in good faith determines that the withholding of such notice is in the
interest of the Holders; and provided, further, that in the case of any default
of the character specified in Section 501(4), no such notice to Holders shall be
given until at least 30 days after the occurrence thereof.

      For the purpose of this Section, the term "default" means any event which
is, or after notice or lapse of time or both would become, an Event of Default
with respect to Securities of such series.

SECTION 603.  Certain Rights of Trustee.

      Subject to the provisions of Section 601:

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

      (2) any request or direction of the Company mentioned herein shall be
   sufficiently evidenced by a Company Request or Company Order, and any
   resolution of the Board of Management of the Company shall be sufficiently
   evidenced by a Board Resolution;

      (3) whenever in the administration of this Indenture the Trustee shall
   deem it desirable that a matter be proved or established prior to taking,
   suffering or omitting any action hereunder, the Trustee (unless other
   evidence be herein specifically pre-


                                      -45-
<PAGE>
   scribed) may, in the absence of bad faith on its part, rely upon an Officers'
   Certificate;

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

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

      (6) the Trustee shall not be bound to make any investigation into the
   facts or matters stated in any resolution, certificate, statement,
   instrument, opinion, report, notice, request, direction, consent, order,
   bond, debenture, note, 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, and, if the
   Trustee shall determine to make such further inquiry or investigation, it
   shall be entitled, to the extent necessary to perform its duties hereunder,
   to examine the books, records and premises of the Company, personally or by
   agent or attorney, provided that the Trustee shall not be entitled to such
   information which the Company is prevented from disclosing as a matter of law
   or contract; and

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


SECTION 604.  Not Responsible for Recitals or Issuance of Securities.

      The recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and neither the Trustee nor any Authenticating Agent assumes any responsibility
for their correctness. The Trustee makes no representations as to the validity
or sufficiency of this Indenture or of the Securities. Neither the Trustee nor
any Authenticating Agent shall be accountable for the use or application by the
Company of Securities or the proceeds thereof.


SECTION 605.  May Hold Securities.

      The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company or the Trustee, in its individual or
any other capacity, may become the owner or pledgee of Securities and, subject
to Sections 608


                                      -46-
<PAGE>
and 613, may otherwise deal with the Company with the same rights it would have
if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar
or such other agent.

SECTION 606.  Money Held in Trust.

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


SECTION 607.  Compensation and Reimbursement.

      The Company agrees

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

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

      (3) to indemnify the Trustee for, and to hold it harmless against, any
   loss, liability or expense arising out of or in connection with the
   acceptance or administration of the trust or trusts hereunder and the
   performance of its duties hereunder, including the costs and expenses of
   defending itself against any claim or liability in connection with the
   exercise or performance of any of its powers or duties hereunder, except to
   the extent any such loss, liability or expense may be attributable to its
   negligence or bad faith.

      The Trustee shall have a right prior to the Holders to payment of amounts
due it under this Section 607 from funds held by the Trustee hereunder.
"Trustee" for purposes hereof includes any predecessor trustee, but the
negligence or bad faith of any trustee shall not affect the rights of any other
trustee hereunder.


SECTION 608.  Conflicting Interests.

      If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the


                                      -47-
<PAGE>
extent and in the manner provided by, and subject to the provisions of, the
Trust Indenture Act and this Indenture. To the extent permitted by such Act, the
Trustee shall not be deemed to have a conflicting interest by virtue of being a
trustee under this Indenture with respect to Securities of more than one series.

SECTION 609.  Corporate Trustee Required; Eligibility.

      There shall at all times be one (and only one) Trustee hereunder with
respect to the Securities of each series, which may be Trustee hereunder for
Securities of one or more other series. Each Trustee shall be a Person that is
eligible pursuant to the Trust Indenture Act to act as such, and has a combined
capital and surplus of at least $50,000,000 and has its Corporate Trust Office
in the Borough of Manhattan, The City of New York, New York. If any such Person
publishes reports of condition at least annually, pursuant to law or to the
requirements of its supervising or examining authority, then for the purposes of
this Section and to the extent permitted by the Trust Indenture Act, the
combined capital and surplus of such Person shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time the Trustee with respect to the Securities of any
series shall cease to be eligible in accordance with the provisions of this
Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.


SECTION 610.  Resignation and Removal; Appointment of Successor.

      No resignation or removal of the Trustee and no appointment of a successor
Trustee pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 611.

      The Trustee may resign at any time with respect to the Securities of one
or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 611 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

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

      If at any time:

      (1) the Trustee shall fail to comply with Section 608 after written
   request therefor by the Company or by any Holder who has been a bona fide
   Holder of a Security for at least six months, or


                                      -48-
<PAGE>
      (2) the Trustee shall cease to be eligible under Section 609 and shall
   fail to resign after written request therefor by the Company or by any such
   Holder, or

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

then, in any such case, (A) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (B) subject to Section 514, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.

      If the Trustee shall resign, be removed or become incapable of acting, or
if a vacancy shall occur in the office of Trustee for any cause, with respect to
the Securities of one or more series, the Company, by a Board Resolution, shall
promptly appoint a successor Trustee or Trustees with respect to the Securities
of that or those series (it being understood that any such successor Trustee may
be appointed with respect to the Securities of one or more or all of such series
and that at any time there shall be only one Trustee with respect to the
Securities of any particular series) and shall comply with the applicable
requirements of Section 611. If, within one year after such resignation, removal
or incapability, or the occurrence of such vacancy, a successor Trustee with
respect to the Securities of any series shall be appointed by Act of the Holders
of a majority in principal amount of the Outstanding Securities of such series
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment in accordance
with the applicable requirements of Section 611, become the successor Trustee
with respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee with respect
to the Securities of any series shall have been so appointed by the Company or
the Holders and accepted appointment in the manner required by Section 611, any
Holder who has been a bona fide Holder of a Security of such series for at least
six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.

      The Company shall give notice of each resignation and each removal of the
Trustee with respect to the Securities of any series and each appointment of a
successor Trustee with respect to the Securities of any series to all Holders of
Securities of such series in the manner provided in Section 106. Each notice
shall include the name of the successor Trustee with respect to the Securities
of such series and the address of its Corporate Trust Office.


SECTION 611.  Acceptance of Appointment by Successor.


                                      -49-
<PAGE>
      In case of the appointment hereunder of a successor Trustee with respect
to all Securities, every such successor Trustee so appointed shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee; but, on the request of the
Company or the successor Trustee, such retiring Trustee shall, upon payment of
its charges, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and shall duly
assign, transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder.

      In case of the appointment hereunder of a successor Trustee with respect
to the Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee with respect to the Securities of one or more
series shall execute and deliver an indenture supplemental hereto wherein each
successor Trustee shall accept such appointment and which (1) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates, (2) if the retiring Trustee
is not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

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

      No successor Trustee shall accept its appointment unless at the time of
such acceptance such successor Trustee shall be qualified and eligible under
this Article.


                                      -50-
<PAGE>
SECTION 612.  Merger, Conversion, Consolidation or Succession to Business.

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


SECTION 613.  Preferential Collection of Claims Against Company.

      Reference is made to Section 311 of the Trust Indenture Act. For purposes
of Section 311(b)(4) and (6) of such Act, the following terms shall mean:

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

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

SECTION 614.  Appointment of Authenticating Agent.

      The Trustee may appoint an Authenticating Agent or Agents with respect to
one or more series of Securities which shall be authorized to act on behalf of
the Trustee to authenticate Securities of such series issued upon original issue
and upon exchange, registration of transfer or partial redemption thereof or
pursuant to Section 306, and Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of


                                      -51-
<PAGE>
Securities by the Trustee or the Trustee's certificate of authentication, such
reference shall be deemed to include authentication and delivery on behalf of
the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Company and shall at all times
be a corporation organized and doing business under the laws of the United
States of America, any State thereof or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having a combined capital and
surplus of not less than $50,000,000 and subject to supervision or examination
by Federal or State authority. If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Authenticating Agent shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in
this Section.

      Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

      An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give notice of such
appointment in the manner provided in Section 106 to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

      The Trustee agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section, and the Trustee
shall be entitled to be reimbursed for such payments, subject to the provisions
of Section 607.

      If an appointment with respect to one or more series is made pursuant to
this Section, the Securities of such series may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alternative
certificate of authentication in the following form:


                                      -52-
<PAGE>
      This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.


                                                   Morgan Guaranty Trust Company
                                                                    of New York,
                                                                      As Trustee


                                    By.........................................,
                                                         As Authenticating Agent


                                    By..........................................
                                                              Authorized Officer

      If all of the Securities of a series may not be originally issued at one
time, and if the Trustee does not have an office capable of authenticating
Securities upon original issuance located in a Place of Payment where the
Company wishes to have Securities of such series authenticated upon original
issuance, the Trustee, if so requested by the Company in writing (which writing
need not comply with Section 102 and need not be accompanied by an Opinion of
Counsel), shall appoint in accordance with this Section an Authenticating Agent
having an office in a Place of Payment designated by the Company with respect of
such series of Securities.


                                      -53-
<PAGE>
                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY


SECTION 701.  Company to Furnish Trustee Names and Addresses of Holders.

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

      (1) semi-annually, not later than 15 days after each Regular Record Date
   in each year, a list, in such form as the Trustee may reasonably require, of
   the names and addresses of the Holders of Securities of each series as of
   such Regular Record Date, and

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

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.


SECTION 702.  Preservation of Information; Communications to Holders.

      The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 701 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.

      The rights of Holders to communicate with other Holders with respect to
their rights under this Indenture or under the Securities, and the corresponding
rights and privileges of the Trustee, shall be as provided by the Trust
Indenture Act.

      Every Holder of Securities, by receiving and holding the same, agrees with
the Company and the Trustee that neither the Company nor the Trustee nor any
agent of either of them shall be held accountable by reason of any disclosure of
information as to names and addresses of Holders made pursuant to the Trust
Indenture Act.


SECTION 703.  Reports by Trustee.

      The Trustee shall transmit on or before July 15, 1994 and each July 15
thereafter when Securities are Outstanding to Holders such reports, if any,
dated as of the preceding May 15, concerning the Trustee and its actions under
this Indenture as may be required pursuant to the Trust Indenture Act in the
manner provided pursuant thereto.


                                      -54-
<PAGE>
      A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange upon which any
Securities are listed, with the Commission and with the Company. The Company
will notify the Trustee in writing or by facsimile when any Securities are
listed on any stock exchange.


SECTION 704.  Reports by Company.

      The Company shall file with the Trustee and the Commission, and transmit
to Holders, such information, documents and other reports, and such summaries
thereof, as may be required pursuant to the Trust Indenture Act at the times and
in the manner provided pursuant to such Act; provided that any such information,
documents or reports required to be filed with the Commission pursuant to
Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within
15 days after the same is so required to be filed with the Commission.


                                      -55-
<PAGE>
                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


SECTION 801.  Company May Consolidate, Etc., Only on Certain Terms.

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

      (1) in case the Company shall consolidate with or merge into another
   Person or convey, transfer or lease its properties and assets substantially
   as an entirety to any Person, the Person formed by such consolidation or into
   which the Company is merged or the Person which acquires by conveyance or
   transfer, or which leases, the properties and assets of the Company
   substantially as an entirety shall be organized and validly existing under
   the laws of the applicable jurisdiction and shall expressly assume, by an
   indenture supplemental hereto, executed and delivered to the Trustee, in form
   satisfactory to the Trustee, the due and punctual payment of the principal of
   and any premium and interest (including all additional amounts, if any,
   payable pursuant to Section 1004 and subsection (3) below) on all the
   Securities and the performance or observance of every covenant of this
   Indenture on the part of the Company to be performed or observed;

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

      (3) the Person formed by such consolidation or into which the Company is
   merged or to whom the Company has conveyed, transferred or leased its
   properties or assets agrees to indemnify the Holder or the beneficial owner
   of each Security against (a) any tax, assessment or governmental charge
   imposed on any such Holder or the beneficial owner or required to be withheld
   or deducted from any payment to such Holder or the beneficial owner as a
   consequence of such consolidation, merger, conveyance, transfer or lease; and
   (b) any costs or expenses of the act of such consolidation, merger,
   conveyance, transfer or lease;

      (4) if, as a result of any such consolidation or merger or such
   conveyance, transfer or lease, properties or assets of the Company would
   become subject to a mortgage, pledge, lien, security interest or other
   encumbrance which would not be permitted by this Indenture, the Company or
   such successor Person, as the case may be, shall take such steps as shall be
   necessary effectively to secure the Securities equally and ratably with (or
   prior to) all indebtedness secured thereby; and


                                      -56-
<PAGE>
      (5) the Company has delivered to the Trustee an Officers' Certificate and
   an Opinion of Counsel, each stating that such consolidation, merger,
   conveyance, transfer or lease and, if a supplemental indenture is required in
   connection with such transaction, such supplemental indenture comply with
   this Article and that all conditions precedent herein provided for relating
   to such transaction have been complied with.


SECTION 802.  Successor Substituted.

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


                                      -57-
<PAGE>
                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES


SECTION 901.  Supplemental Indentures Without Consent of Holders.

      Without the consent of any Holders, the Company, when authorized by a
Board Resolution, and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental hereto, in form satisfactory to the
Trustee, for any of the following purposes:

      (1) to evidence the succession of another Person to the Company and the
   assumption by any such successor of the covenants of the Company herein and
   in the Securities pursuant to 801(1); or

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

      (3) to add any additional Events of Default for the benefit of the Holders
   of all or any series of Securities (and if such additional Events of Default
   are to be for the benefit of less than all series of Securities, stating that
   such additional Events of Default are expressly being included solely for the
   benefit of such series); or

      (4) to add to or change any of the provisions of this Indenture to such
   extent as shall be necessary to permit or facilitate the issuance of
   Securities in bearer form, registrable or not registrable as to principal,
   and with or without interest coupons, or to permit or facilitate the issuance
   of Securities in uncertificated form, provided that any such action shall not
   adversely affect the interests of the Holders of any Outstanding Securities
   of any series in any material respect; or

      (5) to add to, change or eliminate any of the provisions of this Indenture
   in respect of the Securities of one or more series, provided that any such
   addition, change or elimination (A) shall neither (i) apply to any Security
   of any series Outstanding when such supplemental Indenture is executed and
   entitled to the benefit of such provision nor (ii) modify the rights of any
   Holder of any such Security with respect to such provision or (B) shall
   become effective only when there is no such Security Outstanding; or

      (6) to secure the Securities; or

      (7) to establish the form or terms of Securities of any series as
   permitted by Sections 201 and 301; or


                                      -58-
<PAGE>
      (8) to evidence and provide for the acceptance of appointment hereunder by
   a successor Trustee with respect to the Securities of one or more series and
   to add to or change any of the provisions of this Indenture as shall be
   necessary to provide for or facilitate the administration of the trusts
   hereunder by more than one Trustee, pursuant to the requirements of Section
   611; or

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


SECTION 902.  Supplemental Indentures With Consent of Holders.

      With the consent of the Holders of not less than a majority in principal
amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, and the Trustee may
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture; provided, however,
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby,

      (1) change the Stated Maturity of the principal of, or any installment of
   principal of or interest on, any Security, or reduce the principal amount
   thereof or the rate of interest thereon or any premium payable upon the
   redemption thereof, or reduce the amount of the principal of an Original
   Issue Discount Security or any other Security which would be due and payable
   upon a declaration of acceleration of the Maturity thereof pursuant to
   Section 502, or change any Place of Payment where, or the coin or currency in
   which, any Security or any premium or interest thereon is payable, or impair
   the right to institute suit for the enforcement of any such payment on or
   after the Stated Maturity thereof (or, in the case of redemption, on or after
   the Redemption Date), or

      (2) reduce the percentage in principal amount of the Outstanding
   Securities of any series, the consent of whose Holders is required for any
   such supplemental indenture, or the consent of whose Holders is required for
   any waiver (of compliance with certain provisions of this Indenture or
   certain defaults hereunder and their consequences) provided for in this
   Indenture, or

      (3) modify any of the provisions of this Section, Section 513 or Section
   1011, except to increase any such percentage or to provide that certain other
   provisions of this Indenture cannot be modified or waived without the consent
   of the Holder of each Out standing Security affected thereby; provided,
   however, that this clause shall not be deemed to require the consent of any
   Holder with respect to changes in the


                                      -59-
<PAGE>
   references to "the Trustee" and concomitant changes in this Section and
   Section 1011, or the deletion of this proviso, in accordance with the
   requirements of Sections 611 and 901(8), or

      (4) modify or affect in any manner adverse to the interests of the Holders
   of any Securities the terms and conditions of the obligations of the Company
   in respect of the due and punctual payment of the principal thereof (and
   premium, if any) and interest, if any, thereon or any sinking fund payments
   provided in respect thereof.

A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

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


SECTION 903.  Execution of Supplemental Indentures.

      In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 601) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.


SECTION 904.  Effect of Supplemental Indentures.

      Upon the execution of any supplemental indenture under this Article, this
Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.


SECTION 905.  Conformity with Trust Indenture Act.

      Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act as in effect at the time
of such execution.


SECTION 906.  Reference in Securities to Supplemental Indentures.


                                      -60-
<PAGE>
      Securities of any series authenticated and delivered after the execution
of any supplemental indenture pursuant to this Article may, and shall if
required by the Trustee, bear a notation in form approved by the Company and the
Trustee as to any matter provided for in such supplemental indenture. If the
Company shall so determine, new Securities of any series so modified as to
conform, in the opinion of the Trustee and the Company, to any such
supplemental indenture may be prepared and executed by the Company and such
securities may be authenticated and delivered by the Trustee in exchange for
Outstanding Securities of such series.


                                      -61-
<PAGE>
                                   ARTICLE TEN

                                    COVENANTS


SECTION 1001.  Payment of Principal, Premium and Interest.

      The Company covenants and agrees for the benefit of the Holders of each
series of Securities that it will duly and punctually pay the principal of and
any premium and interest on the Securities of that series in accordance with the
terms of the Securities and this Indenture.


SECTION 1002.  Maintenance of Office or Agency.

      The Company will maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series may be presented
or surrendered for payment, where Securities of that series may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Company in respect of the Securities of that series and this Indenture
may be served.

      The Company will maintain in the Borough of Manhattan, The City of New
York, an office or agency where notices and demands to or upon the Company in
respect of Securities of any series and this Indenture may be served.

      The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, surrenders, notices and demands.

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


SECTION 1003.  Money for Securities Payments to Be Held in Trust.

      If the Company shall at any time act as its own Paying Agent with respect
to any series of Securities, it will, on or before each due date of the
principal of or any


                                      -62-
<PAGE>
premium or interest on any of the Securities of that series, segregate and hold
in trust for the benefit of the Persons entitled thereto a sum sufficient to pay
the principal and any premium and interest so becoming due until such sums shall
be paid to such Persons or otherwise disposed of as herein provided and will
promptly notify the Trustee of its action or failure so to act.

      Whenever the Company shall have one or more Paying Agents for any series
of Securities, it will, not later than each due date of the principal of or any
premium or interest on any Securities of that series, deposit with a Paying
Agent a sum sufficient to pay such amount, such sum to be held as provided by
the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the
Company will promptly notify the Trustee of its action or failure so to act.

      The Company will cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent will (1) comply with the provisions of
the Trust Indenture Act applicable to it as a Paying Agent and (2) during the
continuance of any default by the Company (or any other obligor upon the
Securities of that series) in the making of any payment in respect of the
Securities of that series, upon the written request of the Trustee, forthwith
pay to the Trustee all sums held in trust by such Paying Agent for payment in
respect of the Securities of that series.

      The Company may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or by Company
Order direct any Paying Agent to pay, to the Trustee all sums held in trust by
the Company or such Paying Agent, such sums to be held by the Trustee upon the
same trusts as those upon which such sums were held by the Company or such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with respect to such
money.

      Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of or any premium or
interest on any Security of any series and remaining unclaimed for two years
after such principal, premium or interest has become due and payable shall be
paid to the Company on Company Request, or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Security shall thereafter,
as an unsecured general creditor, look only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease.


SECTION 1004.  Additional Amounts.

      If the Securities of a series provide as contemplated by Section 301 for
the payment of additional amounts, the Company will pay to the Holder of any
Security of such series additional amounts as provided therein. Whenever in this
Indenture there is


                                      -63-
<PAGE>
mentioned, in any context, the payment of the principal of or any premium or
interest on, or in respect of, any Security of any series or the net proceeds
received on the sale or exchange of any Security of any series, such mention
shall be deemed to include mention of the payment of additional amounts provided
for in this Section to the extent that, in such context, additional amounts are,
were or would be payable in respect thereof pursuant to the provisions of this
Section and express mention of the payment of additional amounts (if applicable)
in any provisions hereof shall not be construed as excluding additional amounts
in those provisions hereof where such express mention is not made.

      If the Securities of a series so provide for the payment of additional
amounts, at least 10 days prior to the first Interest Payment Date with respect
to that series of Securities (or if the Securities of that series will not bear
interest prior to Maturity, the first day on which a payment of principal and
any premium is made), and at least 10 days prior to each date of payment of
principal 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 without withholding
for or on account of any tax, assessment or other governmental charge described
in the Securities of that 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 and the
Company will pay to the Trustee or such Paying Agent or Paying Agents the
additional amounts required by this Section. 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, 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, except with respect to each of
them to the extent such loss, liability or expense may be attributable to its
own negligence or bad faith.


SECTION 1005.  Statement by Officers as to Default.

      The Company will deliver to the Trustee, within 120 days after the end of
each fiscal year of the Company ending after the date hereof, a brief
certificate (which need not be an Officers' Certificate), from the principal
executive, financial or accounting officer of the Company as to his or her
knowledge of the Company's compliance with all conditions and covenants of this
Indenture (without regard to any period of grace or requirement of notice
provided hereunder).


SECTION 1006.  Existence.


                                      -64-
<PAGE>
      Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its existence,
rights (charter and statutory) and franchises; provided, however, that the
Company shall not be required to preserve any such right or franchise if the
Company shall determine that the preservation thereof is no longer desirable in
the conduct of the business of the Company and that the loss thereof is not
disadvantageous in any material respect to the ability of the Company to make
payments hereunder.


SECTION 1007.  Maintenance of Properties.

      The Company will cause all properties used or useful in the conduct of its
business or the business of any Subsidiary to be maintained and kept in good
condition, repair and working order and supplied with all necessary equipment
and will cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of the Company may
be necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times; provided, however, that
nothing in this Section shall prevent the Company from discontinuing the
operation or maintenance of any of such properties if such discontinuance is, in
the judgment of the Company desirable in the conduct of its business or the
business of any Subsidiary and not disadvantageous in any material respect to
the ability of the Company to make payments hereunder.


SECTION 1008.  Payment of Taxes and Other Claims.

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


SECTION 1009.  Limitations on Liens.

      So long as any of the Securities are Outstanding, the Company shall not,
and the Company shall procure that no Restricted Subsidiary will, create or
permit to subsist any Encumbrance (other than the Encumbrances excepted from
this Covenant), on the whole or any part of any Principal Property or upon any
shares or stock of any Restricted Subsidiary to secure any present or future
indebtedness for borrowed money without making, or causing such Restricted
Subsidiary to make, effective provision whereby the Securities (together with,
if the Company shall so determine, any other indebtedness of the Company or such
Restricted Subsidiary then existing or thereafter


                                      -65-
<PAGE>
created which is not subordinate to the Securities) shall be secured equally and
ratably with (or, at the option of the Company or such Restricted Subsidiary,
prior to) such indebtedness for borrowed money, so long as such indebtedness for
borrowed money shall be so secured. However, such limitations above shall not
apply to:

            (1) any Encumbrance subsisting on or prior to the date hereof:

            (2) any Encumbrance arising by operation of law and not securing
      amounts more than ninety (90) days overdue or otherwise being contested in
      good faith;

            (3) judgment Encumbrances not giving rise to an Event of Default;

            (4) any Encumbrance subsisting over a Principal Property or shares
      or stock of any Restricted Subsidiary (which becomes a Restricted
      Subsidiary after the date hereof) subsisting prior to the date of such
      Restricted Subsidiary becoming a Restricted Subsidiary, provided that such
      Encumbrance was not created in contemplation of such Restricted Subsidiary
      becoming a Restricted Subsidiary;

            (5) any Encumbrance over any Principal Property (or documents of
      title thereto), shares or stock of any Restricted Subsidiary acquired by
      the Company or any Restricted Subsidiary as security for, or for
      indebtedness incurred, to finance all or part of the price of its
      acquisition, development, redevelopment, modification or improvement;

            (6) any Encumbrance over any Principal Property (or documents of
      title thereto), shares or stock of any Restricted Subsidiary which is
      acquired by the Company or any Restricted Subsidiary subject to such
      Encumbrance;

            (7) any Encumbrance to secure indebtedness for borrowed money
      incurred in connection with a specifically identifiable project where the
      Encumbrance relates to a Principal Property for which such project has
      been undertaken and the recourse of the creditors in respect of such
      indebtedness is limited to such project and Principal Property;

            (8) any Encumbrance incurred or deposits made in the ordinary course
      of business, including, but not limited to, (a) any mechanics',
      materialmen's, carriers', workmen's, vendors' or other like Encumbrances,
      (b) any Encumbrances securing amounts in connection with workers'
      compensation, unemployment insurance and other types of social security,
      and (c) any easements, rights-of-way, restrictions and other similar
      charges;

            (9) any Encumbrance incurred or deposits made securing the
      performance of tenders, bids, leases, statutory obligations, surety and
      appeal bonds, government contracts, performance and return-of-money bonds
      and other obligations of like nature incurred in the ordinary course of
      business;


                                      -66-
<PAGE>
            (10) any Encumbrance on any Principal Property of the Company or any
      Restricted Subsidiary in favor of the Federal Government of the United
      States or the government of any State thereof, or the government of The
      Netherlands, or the European Community, or any instrumentality of any of
      them, securing the obligations of the Company or any Restricted Subsidiary
      pursuant to any contract or payments owed to such entity pursuant to
      applicable laws, rules, regulations or statutes;

            (11) any Encumbrance securing taxes or assessments or other
      applicable governmental charges or levies;

            (12) any Encumbrance securing industrial revenue, development or
      similar bonds issued by or for the benefit of the Company or any of its
      Restricted Subsidiaries, provided that such industrial revenue,
      development or similar bonds are non-recourse to the Company or such
      Restricted Subsidiary;

            (13) Encumbrances in favor of the Company or any Subsidiary of the
      Company; and

            (14) any extension, renewal or replacement (or successive
      extensions, renewals or replacements), as a whole or in part, of any
      Encumbrance referred to in clauses (1) to (13), inclusive, for amounts not
      exceeding the principal amount of the borrowed money secured by the
      Encumbrance so extended, renewed or replaced, provided that such
      extension, renewal or replacement Encumbrance is limited to all or a part
      of the same Principal Property, shares or stock of the Restricted
      Subsidiary that secured the Encumbrance extended, renewed or replaced
      (plus improvements on such Principal Property).

      Notwithstanding the foregoing, the Company or any Restricted Subsidiary
may create or permit to subsist Encumbrances over any Principal Property, shares
or stock of any of the Restricted Subsidiaries so long as the aggregate amount
of indebtedness for borrowed money secured by all such Encumbrances (excluding
therefrom the amount of the indebtedness secured by Encumbrances set forth in
clauses (1) through (14), inclusive, above) does not exceed 15% of the Group
Equity of the Company.


SECTION 1010.  Limitation on Sales and Leasebacks.

      So long as any of the Securities are Outstanding, the Company shall not,
and the Company shall procure that no Restricted Subsidiary will, enter into any
arrangement with any bank, insurance company or other lender or investor (not
including the Company or any Subsidiary), or to which any such lender or
investor is a party, providing for the leasing by the Company or a Restricted
Subsidiary for a period, including renewals, in excess of three years of any
Principal Property which has been owned by the Company or a Restricted
Subsidiary for more than six months and which has been or is to be sold or
transferred by the Company or any Restricted Subsidiary to such lender or
investor or to any person to whom funds have been or are to be


                                      -67-
<PAGE>
advanced by such lender or investor on the security of such Principal Property
(herein referred to as a "sale and leaseback transaction") unless either:

            (1) the Company or such Restricted Subsidiary could create
      indebtedness secured by an Encumbrance pursuant to Section 1009 on the
      Principal Property to be leased back in an amount equal to the
      indebtedness attributable to such sale and leaseback transaction without
      equally and ratably securing the Securities; or

            (2) the Company, within one year after the sale or transfer shall
      have been made by the Company or Restricted Subsidiary, applies an amount
      equal to the greater of (i) the net proceeds of the sale of the Principal
      Property sold and leased back pursuant to such arrangement or (ii) the
      fair market value of the Principal Property so sold and leased back at the
      time of entering into such arrangement (as determined by any two members
      of the Board of Management of the Company) to (A) the retirement of
      indebtedness for money borrowed ranking prior to or on parity with the
      Securities, incurred or assumed by the Company or any Restricted
      Subsidiary which by its terms matures at, or is extendible or renewable at
      the option of the obligor to, a date more than twelve months after the
      date of incurring, assuming or guaranteeing such indebtedness or (B)
      investment in any Principal Property.


SECTION 1011.  Waiver of Certain Covenants.

      Except as otherwise specified as contemplated by Section 301 for
Securities of such series, the Company may, with respect to the Securities of
any series, omit in any particular instance to comply with any term, provision
or condition set forth in any covenant provided pursuant to Section 301(19),
901(2) or 901(7) for the benefit of the Holders of such series or in any of
Sections 1004, 1009 or 1010 if before the time for such compliance the Holders
of not less than a majority in principal amount of the Outstanding Securities of
such series shall, by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such term, provision or condition,
but no such waiver shall extend to or affect such term, provision or condition
except to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Company and the duties of the Trustee in
respect of any such term, provision or condition shall remain in full force and
effect.


                                      -68-
<PAGE>
                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES


SECTION 1101.  Applicability of Article.

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


SECTION 1102.  Election to Redeem; Notice to Trustee.

      The election of the Company to redeem any Securities shall be evidenced by
a Board Resolution or in another manner specified as contemplated by Section 301
for such Securities. In case of any redemption at the election of the Company of
less than all the Securities of any series (including any such redemption
affecting only a single Security), the Company shall, at least 60 days prior to
the Redemption Date fixed by the Company (unless a shorter notice shall be
reasonably satisfactory to the Trustee in its sole discretion), notify the
Trustee of such Redemption Date, of the principal amount of Securities of such
series to be redeemed and, if applicable, of the tenor of the Securities to be
redeemed. In the case of any redemption of Securities prior to the expiration of
any restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with such restriction.


SECTION 1103.  Selection by Trustee of Securities to Be Redeemed.

      If less than all the Securities of any series are to be redeemed (unless
all the Securities of such series and of a specified tenor are to be redeemed or
unless such redemption affects only a single Security), the particular
Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series
not previously called for redemption, by such method as the Trustee shall deem
fair and appropriate and which may provide for the selection for redemption of a
portion of the principal amount of any Security of such series, provided that
the unredeemed portion of the principal amount of any Security shall be in an
authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security. If less than all the Securities of such series
and of a specified tenor are to be redeemed (unless such redemption affects only
a single Security), the particular Securities to be redeemed shall be selected
not more than 60 days prior to the Redemption Date by the Trustee, from the
Outstanding Securities of such series and specified tenor not previously called
for redemption in accordance with the preceding sentence.


                                      -69-
<PAGE>
      The Trustee shall promptly notify the Company in writing of the Securities
selected for redemption as aforesaid and, in case of any Securities selected for
partial redemption as aforesaid, the principal amount thereof to be redeemed.

      The provisions of the two preceding paragraphs shall not apply with
respect to any redemption affecting only a single Security, whether such
Security is to be redeemed in whole or in part. In the case of any such
redemption in part, the unredeemed portion of the principal amount of the
Security shall be in an authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security.

      For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of Securities shall relate, in the
case of any Securities redeemed or to be redeemed only in part, to the portion
of the principal amount of such Securities which has been or is to be redeemed.


SECTION 1104.  Notice of Redemption.

      Notice of redemption shall be given by first-class mail, postage prepaid,
mailed not less than 30 nor more than 60 days prior to the Redemption Date, to
each Holder of Securities to be redeemed, at his address appearing in the
Security Register.

      All notices of redemption shall state:

      (1) the Redemption Date,

      (2) the Redemption Price, and the amount of accrued interest, if any, to
   the Redemption Date

      (3) if less than all the Outstanding Securities of any series consisting
   of more than a single Security are to be redeemed, the identification (and,
   in the case of partial redemption of any such Securities, the principal
   amounts) of the particular Securities to be redeemed and, if less than all
   the Outstanding Securities of any series consisting of a single Security are
   to be redeemed, the principal amount of the particular Security to be
   redeemed,

      (4) that on the Redemption Date the Redemption Price and such accrued
   interest, if any, will become due and payable upon each such Security to be
   redeemed and, if applicable, that interest thereon will cease to accrue on
   and after said date,

      (5) the place or places where each such Security is to be surrendered for
   payment of the Redemption Price, and

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

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


                                      -70-
<PAGE>
indicate the CUSIP numbers of Securities to be redeemed but neither the Company
nor the Trustee shall have any responsibility or liability for the accuracy of
any CUSIP number included in such notice.

SECTION 1105.  Deposit of Redemption Price.

      On or prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount of
money sufficient to pay the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date) any accrued interest on, all the
Securities which are to be redeemed on that date.


SECTION 1106.  Securities Payable on Redemption Date.

      Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price and accrued interest, if any, therein specified, and from and
after such date (unless the Company shall default in the payment of the
Redemption Price and such accrued interest) such Securities shall cease to bear
interest (if applicable). Upon surrender of any such Security for redemption in
accordance with said notice, such Security shall be paid by the Company at the
Redemption Price, together with accrued interest, if any, to the Redemption
Date; provided, however, that, unless otherwise specified as contemplated by
Section 301, installments of interest on Securities whose Stated Maturity is on
or prior to the Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and
subject to the provisions of Section 307.

      If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal and any premium shall, until paid, bear
interest from the Redemption Date at the rate prescribed therefor in the
Security.


SECTION 1107.  Securities Redeemed in Part.

      Any Security which is to be redeemed only in part shall be surrendered at
a Place of Payment therefor (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities of the same series and of like tenor, of
any authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.


                                      -71-
<PAGE>
SECTION 1108.  Optional Redemption Due to Changes in Tax Treatment.

      The Securities of each series may be redeemed at the option of the Company
(or any person who has been substituted for the Company pursuant to Section 802
of this Indenture), in whole but not in part, upon not less than 30 nor more
than 60 days' notice given as provided in this Indenture at any time (except in
the case of Securities that have a variable rate of interest, which may be
redeemed on any Interest Payment Date) at a Redemption Price equal to the
principal amount thereof plus accrued interest to the date fixed for redemption
(except in the case of Original Issue Discount Securities which may be redeemed
at the Redemption Price specified by the terms of such series of Securities) if,
as a result of any change in or amendment to the laws or any regulations or
rulings promulgated thereunder of The Netherlands (or of any political
subdivision or taxing authority thereof or therein) or, in the case of any
Person who has been substituted for the Company pursuant to Section 802 of this
Indenture, the jurisdiction of incorporation of such Person (or of any political
subdivision or taxing authority thereof or therein), or any change in the
official application or interpretation of such laws, regulations or rulings, or
any change in the official application or interpretation of, or any execution of
or amendment to, any treaty or treaties affecting taxation to which The
Netherlands (or such other jurisdiction), or such political subdivision or
taxing authority, is a party, which change, execution or amendment becomes
effective on or after the date specified for such series pursuant to Section
301(7) (or, in the case of any Person who has been substituted for the Company
pursuant to Section 802 of this Indenture, the date of such substitution), the
Company (or such Person) is or would be required on the next succeeding Interest
Payment Date to pay additional amounts with respect to the Securities as
described in Section 203 or Section 301(20) and such payments cannot be avoided
by the use of any reasonable measures available to the Company. Prior to the
giving of notice of redemption of such Securities pursuant to this Indenture,
the Company (or such Person) will deliver to the Trustee an Officers'
Certificate, stating that the Company (or such Person) is entitled to effect
such redemption and setting forth in reasonable detail a statement of
circumstances showing that the conditions precedent to the right of the Company
(or such Person) to redeem such Securities pursuant to this Section have been
satisfied.


                                      -72-
<PAGE>
                                 ARTICLE TWELVE

                                  SINKING FUNDS


SECTION 1201.  Applicability of Article.

      The provisions of this Article shall be applicable to any sinking fund for
the retirement of Securities of any series except as otherwise specified as
contemplated by Section 301 for such Securities.

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


SECTION 1202.  Satisfaction of Sinking Fund Payments with Securities.

      The Company (1) may deliver Outstanding Securities of a series (other than
any previously called for redemption) and (2) may apply as a credit Securities
of a series which have been redeemed either at the election of the Company
pursuant to the terms of such Securities or through the application of permitted
optional sinking fund payments pursuant to the terms of such Securities, in each
case in satisfaction of all or any part of any sinking fund payment with respect
to any Securities of such series required to be made pursuant to the terms of
such Securities as and to the extent provided for by the terms of such
Securities; provided that the Securities to be so credited have not been
previously so credited. The Securities to be so credited shall be received and
credited for such purpose by the Trustee at the Redemption Price, as specified
in the Securities so to be redeemed, for redemption through operation of the
sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.

SECTION 1203.  Redemption of Securities for Sinking Fund.

      Not less than 60 days prior to each sinking fund payment date for any
Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for such
Securities pursuant to the terms of such Securities, the portion thereof, if
any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities pursuant to
Section 1202 and will also deliver to the Trustee any Securities to be so
delivered. Not less than 30 days prior to each such sinking fund payment date,
the Trustee shall select the Securities to be redeemed upon such sinking fund
payment date


                                      -73-
<PAGE>
in the manner specified in Section 1103 and cause notice of the redemption
thereof to be given in the name of and at the expense of the Company in the
manner provided in Section 1104. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1106 and 1107.


                                      -74-
<PAGE>
                                ARTICLE THIRTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE


SECTION 1301.  Option of Company to Effect Defeasance or Covenant Defeasance.

      The Company may elect, at its option at any time prior to the
authentication and delivery of any Security or series of Securities, to have
Section 1302 or Section 1303 applied to such Security or series of Securities,
as the case may be, pursuant to Section 301. Upon compliance with the conditions
set forth below in this Article, the Company may elect, at its option at any
time, to discharge its obligations with respect to Securities to which Section
1302 or 1303 apply. Any such election shall be evidenced by a Board Resolution
or in another manner specified as contemplated by Section 301 for such
Securities.


SECTION 1302.  Defeasance and Discharge.

      Upon the exercise by the Company of its option (if any) under this Section
in respect of any Securities or any series of Securities, as the case may be,
the Company shall be deemed to have been discharged from its obligations with
respect to such Securities as provided in this Section on and after the date the
conditions set forth in Section 1304 are satisfied (hereinafter called
"Defeasance"). For this purpose, such Defeasance means that the Company shall be
deemed to have paid and discharged the entire indebtedness represented by such
Securities and to have satisfied all their other obligations under such
Securities and this Indenture insofar as such Securities are concerned (and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), subject to the following which shall survive until
otherwise terminated or discharged hereunder: (1) the rights of Holders of such
Securities to receive, solely from the trust fund described in Section 1304 and
as more fully set forth in such Section, payments in respect of the principal of
and any premium and interest on such Securities when payments are due, (2) the
obligations of the Company with respect to such Securities under Sections 304,
305, 306, 1002 and 1003, and with respect to the payment of Additional Amounts,
if any, on such Securities as contemplated by Section 1004 (3) the rights,
powers, trusts, duties and immunities of the Trustee hereunder and (4) this
Article. Subject to compliance with this Article, the Company may exercise its
option (if any) to have this Section applied to any Securities notwithstanding
the prior exercise of its option (if any) to have Section 1303 applied to such
Securities.


                                      -75-
<PAGE>
SECTION 1303.  Covenant Defeasance.

      Upon exercise by either the Company of its option (if any) under this
Section in respect of any Securities or any series of Securities, as the case
may be, (1) the Company shall be released from their obligations under Section
801(3), Sections 1006 through 1010, inclusive, and any covenants provided
pursuant to Section 301(19), 901(2) or 901(7) for the benefit of the Holders of
such Securities, and (2) the occurrence of any event specified in Sections
501(4) (with respect to any of Section 801(3), Sections 1006 through 1010,
inclusive, and any such covenants provided pursuant to Section 301(19), 901(2)
or 901(7)) and 501(7) shall be deemed not to be or result in an Event of
Default, in each case with respect to such Securities as provided in this
Section on and after the date the conditions set forth in Section 1304 are
satisfied (hereinafter called "Covenant Defeasance"). For this purpose, such
Covenant Defeasance means that, with respect to such Securities, the Company may
omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such specified Section (to the extent
so specified in the case of Section 501(4)), whether directly or indirectly by
reason of any reference elsewhere herein to any such Section or by reason of any
reference in any such Section to any other provision herein or in any other
document, but the remainder of this Indenture and such Securities shall be
unaffected thereby.


SECTION 1304.  Conditions to Defeasance or Covenant Defeasance.

      The following shall be the conditions to the application of Section 1302
or Section 1303 to any Securities or any series of Securities, as the case may
be:

      (1) The Company shall irrevocably have deposited or caused to be deposited
   with the Trustee (or another trustee which satisfies the requirements
   contemplated by Section 609 and agrees to comply with the provisions of this
   Article applicable to it) as trust funds in trust for the purpose of making
   the following payments dedicated solely to, the benefits of the Holders of
   such Securities, (A) money in an amount, or (B) U.S. Government Obligations
   which through the scheduled payment of principal and interest in respect
   thereof in accordance with their terms will provide, not later than one day
   before the due date of any payment, money in an amount, or (C) a combination
   thereof, in each case sufficient, in the opinion of a nationally recognized
   firm of independent public accountants expressed in a written certification
   thereof delivered to the Trustee, to pay and discharge, and which shall be
   applied by the Trustee (or any such other qualifying trustee) to pay and
   discharge, (i) the principal of and any premium and interest on such
   Securities on the respective Stated Maturities, and (ii) any mandatory
   sinking fund payments or analogous payments applicable to such Outstanding
   Securities on the day on which such payments are due and payable, in
   accordance with the terms of this Indenture and such Securities. As used
   herein, "U.S. Government Obligation" means (x) any security which is (i) a
   direct obligation 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 (ii)
   an obligation 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


                                      -76-
<PAGE>
   full faith and credit obligation by the United States of America, which, in
   either case (i) or (ii), is not callable or redeemable at the option of the
   issuer thereof, and (y) any depositary receipt issued by a bank (as defined
   in Section 3(a)(2) of the Securities Act) or trust company as custodian with
   respect to any U.S. Government Obligation which is specified in Clause (x)
   above and held by such bank for the account of the holder of such depositary
   receipt, or with respect to any specific payment of principal of or interest
   on any U.S. Government Obligation which is so specified and held, provided
   that (except as required by law) such custodian is not authorized to make any
   deduction from the amount payable to the holder of such depositary receipt
   from any amount received by the custodian in respect of the U.S. Government
   Obligation or the specific payment of principal or interest evidenced by such
   depositary receipt.

      (2) The Company shall have delivered to the Trustee an Opinion of Counsel
   stating that (A) the Company has received from, or there has been published
   by, the Internal Revenue Service a ruling or (B) since the date of this
   instrument, there has been a change in the applicable U.S. Federal income tax
   law, in either case (A) or (B) to the effect that, and based thereon such
   opinion shall confirm that, the Holders or beneficial owners of such
   Securities will not recognize gain or loss for U.S. Federal income tax
   purposes as a result of the deposit, Defeasance and discharge to be effected
   with respect to such Securities and will be subject to U.S. Federal income
   tax on the same amount, in the same manner and at the same times as would be
   the case if such deposit, Defeasance and Discharge were not to occur.

      (3) The Company shall have delivered to the Trustee an Opinion of Counsel
   to the effect that the Holders or beneficial owners of such Securities will
   not recognize gain or loss for U.S. Federal income tax purposes as a result
   of the deposit and Covenant Defeasance to be effected with respect to such
   Securities and will be subject to U.S. Federal income tax on the same amount,
   in the same manner and at the same times as would be the case if such deposit
   and Covenant Defeasance were not to occur.

      (4) The Company shall have delivered to the Trustee an Opinion of Counsel
   to the effect that such deposit, Defeasance and discharge, or such deposit
   and Covenant Defeasance, as the case may be, will not cause the Holders or
   beneficial owners of such Securities, to recognize income, gain or loss for
   Netherlands tax purposes, and to the effect that all payments out of the
   trust fund will be made free and exempt from any and all withholding or other
   income taxes of whatever nature of The Netherlands or any political
   subdivision or taxing authority thereof or therein, except in the case of
   Holders or beneficial owners who would have been subject to such taxes on
   income in respect of the Securities in the absence of such deposit,
   Defeasance and discharge, or such deposit and Covenant Defeasance, as the
   case may be.

      (5) The Company shall have delivered to the Trustee an Officers'
   Certificate to the effect that neither such Securities nor any other
   Securities of the same series, if then listed on any securities exchange,
   will be delisted as a result of such deposit.


                                      -77-
<PAGE>
      (6) No event which is, or after notice or lapse of time or both would
   become, an Event of Default with respect to such Securities or any other
   Securities shall have occurred and be continuing at the time of such deposit
   or, with regard to any such event specified in Sections 501(5) and (6), at
   any time on or prior to the 90th day after the date of such deposit (it being
   understood that this condition shall not be deemed satisfied until after such
   90th day).

      (7) Such Defeasance or Covenant Defeasance shall not cause the Trustee to
   have a conflicting interest within the meaning of the Trust Indenture Act
   (assuming all Securities are in default within the meaning of such Act).

      (8) Such Defeasance or Covenant Defeasance shall not result in a breach or
   violation of, or constitute a default under, any other agreement or
   instrument to which the Company is a party or by which it is bound.

      (9) Such Defeasance or Covenant Defeasance shall not result in the trust
   arising from such deposit constituting an investment company within the
   meaning of the Investment Company Act unless such trust shall be registered
   under such Act or exempt from registration thereunder.

      (10) The Company shall have delivered to the Trustee an Officers'
   Certificate and an Opinion of Counsel, each stating that all conditions
   precedent with respect to such Defeasance or Covenant Defeasance have been
   complied with.


SECTION 1305.  Deposited Money and U.S. Government Obligations to Be Held in
               Trust; Miscellaneous Provisions.

      Subject to the provisions of the last paragraph of Section 1003, all money
and U.S. Government Obligations (including the proceeds thereof) deposited with
the Trustee or other qualifying trustee (solely for purposes of this Section and
Section 1306, the Trustee and any such other trustee are referred to
collectively as the "Trustee") pursuant to Section 1304 in respect of any
Securities shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and this Indenture, to the payment, either
directly or through any such Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Holders of such
Securities, of all sums due and to become due thereon in respect of principal
and any premium and interest, but money so held in trust need not be segregated
from other funds except to the extent required by law.

      The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 1304 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of Outstanding Securities.


                                      -78-
<PAGE>
      Anything in this Article to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money or U.S. Government Obligations held by it as provided in Section 1304 with
respect to any Securities which, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect the Defeasance or Covenant Defeasance, as
the case may be, with respect to such Securities.

SECTION 1306.  Reinstatement.

      If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Company has been discharged or
released pursuant to Section 1302 or 1303 shall be revived and reinstated as
though no deposit had occurred pursuant to this Article with respect to such
Securities, until such time as the Trustee or Paying Agent is permitted to apply
all money held in trust pursuant to Section 1305 with respect to such Securities
in accordance with this Article; provided, however, that if the Company makes
any payment of principal of or any premium or interest on any such Security
following such reinstatement of its obligations, the Company shall be subrogated
to the rights (if any) of the Holders of such Securities to receive such payment
from the money so held in trust.


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


                                      -79-
<PAGE>
      IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and the Trustee corporate seal to be hereunto affixed and
attested, all as of the day and year first above written.



                                                        PHILIPS ELECTRONICS N.V.

                                                By  /s/  D.G. Eustace
                                                    ----------------------------

                                                By  /s/  H. Bodt
                                                    ----------------------------


                                                   MORGAN GUARANTY TRUST COMPANY
                                                                     OF NEW YORK


                                                By  /s/  John W. Cole
                                                    ----------------------------
Attest:


  /s/ Robert Rich
----------------------------


                                      -80-
<PAGE>
                                TABLE OF CONTENTS

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PARTIES.................................................................................    1
RECITALS OF THE COMPANY.................................................................    1


                                ARTICLE ONE

                  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101.    Definitions:
                Act.....................................................................    2
                Affiliate; control......................................................    2
                Authenticating Agent....................................................    2
                Board of Management.....................................................    2
                Board Resolution........................................................    2
                Business Day............................................................    2
                Commission..............................................................    2
                Company.................................................................    2
                Company Request; Company Order..........................................    3
                Corporate Trust Office..................................................    3
                corporation.............................................................    3
                Covenant Defeasance.....................................................    3
                Defaulted Interest......................................................    3
                Defeasance..............................................................    3
                Depositary..............................................................    3
                Encumbrance.............................................................    3
                European Community......................................................    3
                Event of Default........................................................    3
                Exchange Act............................................................    3
                Expiration Date.........................................................    3
                Global Security.........................................................    3
                Group Equity............................................................    4
                Holder..................................................................    4
                Indenture...............................................................    4
                interest................................................................    4
                Interest Payment Date...................................................    4
                Investment Company Act..................................................    4
                Maturity................................................................    4
                Notice of Default.......................................................    4
                Officers' Certificate...................................................    4
                Opinion of Counsel......................................................    4
                Original Issue Discount Security........................................    5
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                Outstanding.............................................................    5
                Paying Agent............................................................    6
                Person..................................................................    6
                Place of Payment........................................................    6
                Predecessor Security....................................................    6
                Principal Property......................................................    6
                Redemption Date.........................................................    6
                Redemption Price........................................................    6
                Regular Record Date.....................................................    6
                Restricted Subsidiary...................................................    6
                Secretary...............................................................    7
                Securities..............................................................    7
                Securities Act..........................................................    7
                Security Register and Security Registrar................................    7
                Special Record Date.....................................................    7
                Stated Maturity.........................................................    7
                Subsidiary..............................................................    7
                Trust Indenture Act.....................................................    7
                Trustee.................................................................    7
                U.S. Government Obligation..............................................    7
SECTION 102.    Compliance Certificates and Opinions....................................    8
SECTION 103.    Form of Documents Delivered to Trustee..................................    8
SECTION 104.    Acts of Holders; Record Dates...........................................    9
SECTION 105.    Notices, Etc., to Trustee and Company...................................   11
SECTION 106.    Notice to Holders; Waiver...............................................   11
SECTION 107.    Language of Notices, Etc................................................   12
SECTION 108.    Conflict with Trust Indenture Act.......................................   12
SECTION 109.    Effect of Headings and Table of Contents................................   12
SECTION 110.    Successors and Assigns..................................................   12
SECTION 111.    Separability Clause.....................................................   12
SECTION 112.    Benefits of Indenture...................................................   13
SECTION 113.    Governing Law...........................................................   13
SECTION 114.    Saturdays, Sundays and Legal Holidays...................................   13
SECTION 115.    Appointment of Agent for Service........................................   13


                                ARTICLE TWO

                              SECURITY FORMS

SECTION 201.    Forms Generally.........................................................   15
SECTION 202.    Form of Face of Security................................................   15
SECTION 203.    Form of Reverse of Security.............................................   17
SECTION 204.    Form of Legend for Global Securities....................................   23
SECTION 205.    Form of Trustee's Certificate of Authentication.........................   23

                               ARTICLE THREE
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                              THE SECURITIES

SECTION 301.    Amount Unlimited; Issuable in Series....................................   24
SECTION 302.    Denominations...........................................................   26
SECTION 303.    Execution, Authentication, Delivery and Dating..........................   27
SECTION 304.    Temporary Securities....................................................   28
SECTION 305.    Registration, Registration of Transfer and Exchange.....................   29
SECTION 306.    Mutilated, Destroyed, Lost and Stolen Securities........................   30
SECTION 307.    Payment of Interest; Interest Rights Preserved..........................   31
SECTION 308.    Persons Deemed Owners...................................................   32
SECTION 309.    Cancellation............................................................   33
SECTION 310.    Computation of Interest.................................................   33


                               ARTICLE FOUR

                        SATISFACTION AND DISCHARGE

SECTION 401.    Satisfaction and Discharge of Indenture.................................   34
SECTION 402.    Application of Trust Money..............................................   35


                               ARTICLE FIVE

                                 REMEDIES

SECTION 501.    Events of Default.......................................................   36
SECTION 502.    Acceleration of Maturity; Rescission and Annulment......................   37
SECTION 503.    Collection of Indebtedness and Suits for
                    Enforcement by Trustee..............................................   38
SECTION 504.    Trustee May File Proofs of Claim........................................   38
SECTION 505.    Trustee May Enforce Claims Without Possession
                    of Securities.......................................................   39
SECTION 506.    Application of Money Collected..........................................   39
SECTION 507.    Limitation on Suits.....................................................   40
SECTION 508.    Unconditional Right of Holders to Receive Principal,
                    Premium and Interest................................................   40
SECTION 509.    Restoration of Rights and Remedies......................................   41
SECTION 510.    Rights and Remedies Cumulative..........................................   41
SECTION 511.    Delay or Omission Not Waiver............................................   41
SECTION 512.    Control by Holders......................................................   41
SECTION 513.    Waiver of Past Defaults.................................................   42
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SECTION 514.    Undertaking for Costs...................................................   42
SECTION 515.    Waiver of Usury, Stay or Extension Laws.................................   43


                                ARTICLE SIX

                                THE TRUSTEE

SECTION 601.    Certain Duties and Responsibilities.....................................   44
SECTION 602.    Notice of Defaults......................................................   45
SECTION 603.    Certain Rights of Trustee...............................................   45
SECTION 604.    Not Responsible for Recitals or Issuance of Securities..................   46
SECTION 605.    May Hold Securities.....................................................   46
SECTION 606.    Money Held in Trust.....................................................   47
SECTION 607.    Compensation and Reimbursement..........................................   47
SECTION 608.    Conflicting Interests...................................................   47
SECTION 609.    Corporate Trustee Required; Eligibility.................................   48
SECTION 610.    Resignation and Removal; Appointment of Successor.......................   48
SECTION 611.    Acceptance of Appointment by Successor..................................   49
SECTION 612.    Merger, Conversion, Consolidation or Succession
                    to Business.........................................................   50
SECTION 613.    Preferential Collection of Claims Against Company.......................   51
SECTION 614.    Appointment of Authenticating Agent.....................................   51

                               ARTICLE SEVEN

                     HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701.    Company to Furnish Trustee Names and
                     Addresses of Holders...............................................   54
SECTION 702.    Preservation of Information; Communications
                    to Holders..........................................................   54
SECTION 703.    Reports by Trustee......................................................   54
SECTION 704.    Reports by Company......................................................   55


                               ARTICLE EIGHT

                   CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801.    Company May Consolidate, Etc., Only on
                    Certain Terms.......................................................   56
SECTION 802.    Successor Substituted...................................................   57
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                                      -iv-
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                               ARTICLE NINE

                          SUPPLEMENTAL INDENTURES

SECTION 901.    Supplemental Indentures Without Consent of Holders......................   58
SECTION 902.    Supplemental Indentures With Consent of Holders.........................   59
SECTION 903.    Execution of Supplemental Indentures....................................   60
SECTION 904.    Effect of Supplemental Indentures.......................................   60
SECTION 905.    Conformity with Trust Indenture Act.....................................   60
SECTION 906.    Reference in Securities to Supplemental Indentures......................   61


                                ARTICLE TEN

                                 COVENANTS

SECTION 1001.   Payment of Principal, Premium and Interest..............................   62
SECTION 1002.   Maintenance of Office or Agency.........................................   62
SECTION 1003.   Money for Securities Payments to Be Held in Trust.......................   63
SECTION 1004.   Additional Amounts......................................................   64
SECTION 1005.   Statement by Officers as to Default.....................................   64
SECTION 1006.   Existence...............................................................   65
SECTION 1007.   Maintenance of Properties...............................................   65
SECTION 1008.   Payment of Taxes and Other Claims.......................................   65
SECTION 1009.   Limitations on Liens....................................................   65
SECTION 1010.   Limitation on Sales and Leasebacks......................................   67
SECTION 1011.   Waiver of Certain Covenants.............................................   68


                              ARTICLE ELEVEN

                         REDEMPTION OF SECURITIES

SECTION 1101.   Applicability of Article................................................   69
SECTION 1102.   Election to Redeem; Notice to Trustee...................................   69
SECTION 1103.   Selection by Trustee of Securities to Be Redeemed.......................   69
SECTION 1104.   Notice of Redemption....................................................   70
SECTION 1105.   Deposit of Redemption Price.............................................   71
SECTION 1106.   Securities Payable on Redemption Date...................................   71
SECTION 1107.   Securities Redeemed in Part.............................................   71
SECTION 1108.   Optional Redemption Due to Change in Tax Treatment......................   72
</TABLE>


                                      -v-
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                              ARTICLE TWELVE

                               SINKING FUNDS

SECTION 1201.   Applicability of Article................................................   73
SECTION 1202.   Satisfaction of Sinking Fund Payments with Securities...................   73
SECTION 1203.   Redemption of Securities for Sinking Fund...............................   73


                             ARTICLE THIRTEEN

                    DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1301.   Option of Company to Effect Defeasance or
                    Covenant Defeasance.................................................   75
SECTION 1302.   Defeasance and Discharge................................................   75
SECTION 1303.   Covenant Defeasance.....................................................   76
SECTION 1304.   Conditions to Defeasance or Covenant Defeasance.........................   76
SECTION 1305.   Deposited Money and U.S. Government Obligations
                    to Be Held in Trust; Miscellaneous Provisions.......................   78
SECTION 1306.   Reinstatement...........................................................   79
</TABLE>


                                   -vi-