<PAGE>

                                                                     EXHIBIT 4.2

                 SCIENCE APPLICATIONS INTERNATIONAL CORPORATION


                                       and


                               JPMORGAN CHASE BANK


                                     Trustee


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


                                    INDENTURE


                            Dated as of June 28, 2002


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


<PAGE>

                 SCIENCE APPLICATIONS INTERNATIONAL CORPORATION

                 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>
             310(a)(1) and (2)                                6.08
             310(a)(3) and (4)                                Inapplicable
             310(b)                                           6.09(a), (b) and (d)
             310(c)                                           Inapplicable
             311(a)                                           6.12(a) and (c)(1) and (2)
             311(b)                                           6.12(b)
             311(c)                                           Inapplicable
             312(a)                                           4.01 and 4.02(a)
             312(b)                                           4.02(b)
             312(c)                                           4.02(c)
             313(a)                                           4.04
             313(b)(1)                                        Inapplicable
             313(b)(2)                                        4.04
             313(c)                                           4.04
             313(d)                                           4.04
             314(a)                                           4.03 and 3.05
             314(b)                                           Inapplicable
             314(c)(1) and (2)                                11.05
             314(c)(3)                                        Inapplicable
</TABLE>


                                               (continued on the following page)

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


                                       2
<PAGE>

<TABLE>
<CAPTION>
     TRUST INDENTURE ACT SECTION                         INDENTURE SECTION
     ---------------------------                         -----------------
<S>                                                      <C>
             314(d)                                           Inapplicable
             314(e)                                           11.05
             314(f)                                           Inapplicable
             315(a), (c) and (d)                              6.01
             315(b)                                           5.11
             315(e)                                           5.12
             316(a)(1)                                        5.09
             316(a)(2)                                        Not required
             316(a) (last sentence)                           7.04
             316(b)                                           5.07
             317(a)                                           5.02
             317(b)                                           3.04
             318(a)                                           11.07
</TABLE>


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


                                       3
<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                     PAGE
                                                                                     ----
<S>                                                                                  <C>
                                    ARTICLE 1
                                   DEFINITIONS

Section 1.01.     Certain Terms Defined.............................................. 1

                                    ARTICLE 2
                                   SECURITIES

Section 2.01.     Form Generally.....................................................10
Section 2.02.     Form of Trustee's Certificate of Authentication....................12
Section 2.03.     Amount Unlimited; Issuable in Series...............................12
Section 2.04.     Denominations......................................................16
Section 2.05.     Authentication and Delivery of Securities..........................16
Section 2.06.     Execution of Securities............................................18
Section 2.07.     Certificate of Authentication......................................18
Section 2.08.     Denomination and Date of Securities; Payments of Interest..........18
Section 2.09.     Registration, Transfer and Exchange................................19
Section 2.10.     Mutilated, Defaced, Destroyed, Lost and Stolen Securities..........25
Section 2.11.     Cancellation of Securities; Destruction Thereof....................26
Section 2.12.     Temporary Securities...............................................26
Section 2.13.     Form of Legend for Securities......................................26

                                    ARTICLE 3
                             COVENANTS OF THE ISSUER

Section 3.01.     Payment of Principal and Interest..................................28
Section 3.02.     Offices for Payments, Etc..........................................29
Section 3.03.     Appointment to Fill a Vacancy in Office of Trustee.................30
Section 3.04.     Paying Agents......................................................30
Section 3.05.     Written Statement to Trustee.......................................31
Section 3.06.     Limitation on Liens................................................31
Section 3.07.     Limitations on Sale and Leaseback Transactions.....................32
Section 3.08.     Existence..........................................................33

                                    ARTICLE 4
    LISTS OF HOLDERS OF SECURITIES AND REPORTS BY THE ISSUER AND THE TRUSTEE

Section 4.01.     Lists of Holders of Securities.....................................33
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                                                                     PAGE
                                                                                     ----
<S>                                                                                  <C>
Section 4.02.     Preservation and Disclosure of Lists of Holders of
                  Securities.........................................................34
Section 4.03.     Reports by the Issuer..............................................35
Section 4.04.     Reports by the Trustee.............................................35

                                    ARTICLE 5
           REMEDIES OF THE TRUSTEE AND HOLDERS OF SECURITIES ON EVENT OF
                                     DEFAULT

Section 5.01.     Event of Default Defined; Acceleration of Maturity, Waiver
                  of Default.........................................................35
Section 5.02.     Collection of Indebtedness by Trustee; Trustee May Prove Debt......38
Section 5.03.     Application of Proceeds............................................40
Section 5.04.     Suits for Enforcement..............................................41
Section 5.05.     Restoration of Rights on Abandonment of Proceedings................42
Section 5.06.     Limitations on Suits by Holders of Securities......................42
Section 5.07.     Unconditional Right of Holders of Securities to Institute
                  Certain Suits......................................................42
Section 5.08.     Powers and Remedies Cumulative, Delay or Omission Not Waiver
                  of Default.........................................................42
Section 5.09.     Control by Holders of Securities...................................43
Section 5.10.     Waiver of Past Defaults............................................43
Section 5.11.     Trustee to Give Notice of Default, But May Withhold in
                  Certain Circumstances..............................................44
Section 5.12.     Right of Court to Require Filing of Undertaking to Pay Costs.......44
Section 5.13.     Actual Knowledge of Trustee........................................45
Section 5.14.     Waiver of Usury, Stay or Extension Laws............................45

                                    ARTICLE 6
                             CONCERNING THE TRUSTEE

Section 6.01.     Duties and Responsibilities of the Trustee; During Default;
                  Prior to Default...................................................45
Section 6.02.     Certain Rights of the Trustee......................................46
Section 6.03.     Trustee Not Responsible for Recitals, Disposition of
                  Securities or Application of Proceeds Thereof......................48
Section 6.04.     Trustee and Agents May Hold Securities; Collections, etc...........48
Section 6.05.     Moneys Held by Trustee.............................................48
Section 6.06.     Compensation and Indemnification of Trustee and Its Prior
                  Lien...............................................................48
Section 6.07.     Right of Trustee to Rely on Officers' Certificates, etc............49
Section 6.08.     Persons Eligible for Appointment as Trustee........................49
</TABLE>


                                       ii
<PAGE>

<TABLE>
<CAPTION>
                                                                                     PAGE
                                                                                     ----
<S>                                                                                  <C>
Section 6.09.     Resignation and Removal; Appointment of Successor Trustee..........49
Section 6.10.     Acceptance of Appointment by Successor Trustee.....................50
Section 6.11.     Merger, Conversion, Consolidation or Succession to Business
                  of Trustee.........................................................51
Section 6.12.     Preferential Collection of Claims Against the Issuer...............52

                                    ARTICLE 7
                      CONCERNING THE HOLDERS OF SECURITIES

Section 7.01.     Evidence of Action Taken by Holders of Securities..................56
Section 7.02.     Proof of Execution of Instruments and of Holding of
                  Securities.........................................................56
Section 7.03.     Holders to Be Treated as Owners....................................56
Section 7.04.     Securities Owned by Issuer Deemed Not Outstanding..................57
Section 7.05.     Right of Revocation of Action Taken................................57

                                    ARTICLE 8
                             SUPPLEMENTAL INDENTURES

Section 8.01.     Supplemental Indentures Without Consent of Holders of
                  Securities.........................................................58
Section 8.02.     Supplemental Indentures with Consent of Holders of Securities......59
Section 8.03.     Effect of Supplemental Indenture...................................60
Section 8.04.     Documents to Be Given to Trustee...................................60
Section 8.05.     Notation on Securities in Respect of Supplemental Indentures.......61

                                    ARTICLE 9
                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

Section 9.01.     Issuer May Consolidate, Etc., on Certain Terms.....................61
Section 9.02.     Successor Issuer Substituted.......................................61
Section 9.03.     Opinion of Counsel to Trustee......................................62

                                   ARTICLE 10
       DEFEASANCE; SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

Section 10.01.    Defeasance Upon Deposit of Funds or Government Obligations.........62
Section 10.02.    Satisfaction and Discharge of Indenture............................63
Section 10.03.    Application by Trustee of Funds Deposited for Payment of
                  Securities.........................................................64
Section 10.04.    Repayment of Moneys Held by Paying Agent...........................65
</TABLE>


                                      iii
<PAGE>

<TABLE>
<CAPTION>
                                                                                     PAGE
                                                                                     ----
<S>                                                                                  <C>
Section 10.05.    Return of Moneys Held by Trustee and Paying Agent Unclaimed
                  for Two Years......................................................65
Section 10.06.    Reinstatement......................................................65

                                   ARTICLE 11
                            MISCELLANEOUS PROVISIONS

Section 11.01.    Incorporators, Stockholders, Officers and Directors of
                  Issuer Exempt from Individual Liability............................66
Section 11.02.    Provisions of Indenture for the Sole Benefit of Parties and
                  Holders of Securities..............................................66
Section 11.03.    Successors and Assigns of Issuer Bound by Indenture................66
Section 11.04.    Notices and Demands on Issuer, Trustee and Holders of
                  Securities.........................................................66
Section 11.05.    Officers' Certificates and Opinions of Counsel; Statements
                  to Be Contained Therein............................................67
Section 11.06.    Payments Due on Saturdays, Sundays and Holidays....................68
Section 11.07.    Conflict of Any Provision of Indenture with Trust Indenture
                  Act; Trust indenture Act Controls..................................68
Section 11.08.    New York Law to Govern.............................................68
Section 11.09.    Separability Clause................................................68
Section 11.10.    Counterparts.......................................................68
Section 11.11.    Effect of Headings.................................................69

                                   ARTICLE 12
                   REDEMPTION OF SECURITIES AND SINKING FUNDS

Section 12.01.    Applicability of Article...........................................69
Section 12.02.    Notice of Full and Partial Redemption; Partial Redemptions.........69
Section 12.03.    Payment of Securities Called for Redemption........................70
Section 12.04.    Exclusion of Certain Securities from Eligibility for
                  Selection for Redemption...........................................71
Section 12.05.    Mandatory and Optional Sinking Funds...............................71
</TABLE>


                                       iv
<PAGE>

      THIS INDENTURE, dated as of June 28, 2002 between SCIENCE APPLICATIONS
INTERNATIONAL CORPORATION, a Delaware corporation (the "ISSUER"), having its
principal office at 10260 Campus Point Drive, San Diego, California 92121, and
JPMORGAN CHASE BANK, a banking association duly organized and existing under the
laws of the State of New York, as Trustee (the "TRUSTEE").

                                   WITNESSETH:

      WHEREAS, the Issuer has duly authorized the issuance from time to time of
its unsecured and unsubordinated debentures, notes or other evidences of
indebtedness to be issued in one or more series (the "SECURITIES") up to such
principal amount or amounts as may from time to time be authorized in accordance
with the terms of this Indenture and, to provide, among other things, for the
authentication, delivery and administration thereof, the Issuer has duly
authorized the execution and delivery of this Indenture; and

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

      NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                    ARTICLE 1

                                   DEFINITIONS

      Section 1.01. Certain Terms Defined. The following terms (except as
otherwise expressly provided or unless the context otherwise clearly requires)
for all purposes of this Indenture and of any indenture supplemental hereto
shall have the respective meanings specified in this Section 1.01, unless
otherwise specified with respect to any Securities pursuant to Section 2.03. All
other terms used in this Indenture that are defined in the Trust Indenture Act
of 1939 or the definitions of which in the Securities Act of 1933 are referred
to in the Trust Indenture Act of 1939, including terms defined therein by
reference to the Securities Act of 1933 (except as herein otherwise expressly
provided or unless the context otherwise clearly requires), shall have the
meanings assigned to such terms in said Trust Indenture Act and in said
Securities Act. All accounting terms used herein and not expressly defined shall
have the meanings assigned to such terms in accordance with generally accepted
accounting principles, and the term "GENERALLY ACCEPTED ACCOUNTING PRINCIPLES"
means such accounting principles as are generally accepted at the time of any
computation. The words "HEREIN", "HEREOF" and "HEREUNDER" and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision. The terms defined in this Article


                                       1
<PAGE>

have the meanings assigned to them in this Article and include the plural as
well as the singular.

      "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.

      "AGENT MEMBER" means any member of, or participant in, the Depositary.

      "APPLICABLE PROCEDURES" means, with respect to any transfer or transaction
involving a Global Security or beneficial interest therein, the rules and
procedures of Euroclear, Clearstream and the Depositary for such Security, in
each case to the extent applicable to such transaction and as in effect from
time to time.

      "ATTRIBUTABLE VALUE" means, as to any lease under which any Person is at
the time liable, other than a Capital Lease Obligation, and at any date as of
which the amount thereof is to be determined, the total net amount of rent
required to be paid by such Person under such lease during the remaining term
thereof as determined in accordance with generally accepted accounting
principles, discounted from the last date of such term to the date of
determination at a rate per annum equal to the discount rate that would be
applicable to a Capital Lease Obligation with like term in accordance with
generally accepted accounting principles. The net amount of rent required to be
paid under any such lease for any such period will be the aggregate amount of
the rent payable by the lessee with respect to such period after excluding
amounts required to be paid on account of insurance, taxes, assessments,
utility, operating and labor costs and similar charges. In the case of any lease
that is terminable by the lessee upon the payment of a penalty, such net amount
will also include the amount of such penalty, but no rent will be considered as
required to be paid under such lease subsequent to the first date upon which it
may be so terminated. "ATTRIBUTABLE VALUE" means, as to a Capital Lease
Obligation under which any Person is at the time liable and at any date as of
which the amount thereof is to be determined, the capitalized amount thereof
that would appear on the face of a balance sheet of such Person in accordance
with generally accepted accounting principles.

      "BOARD OF DIRECTORS" means either the Board of Directors of the Issuer or
any committee of such Board duly authorized to act on its behalf.

      "BOARD RESOLUTION" means a copy of one or more resolutions, certified by
the secretary or an assistant secretary of the Issuer to have been duly adopted
by the Board of Directors and to be in full force and effect, and delivered to
the Trustee.

      "BUSINESS DAY" means, with respect to any Security, unless otherwise
specified with respect to any Securities pursuant to Section 2.03 or in a
supplemental indenture, a


                                       2
<PAGE>

day that is not a day on which banking institutions or trust companies are
authorized or required by law or regulation to be closed in the City of New
York.

      "CAPITAL LEASE OBLIGATION" of any Person means the obligation to pay rent
or other payment amounts under a lease of (or other Debt arrangements conveying
the right to use) real or personal property of such Person that is required to
be classified and accounted for as a capital lease or a liability on the face of
a balance sheet of such Person in accordance with generally accepted accounting
principles. The stated maturity of such obligation will be deemed to be the date
of the last payment of rent or any other amount due under such lease prior to
the first date upon which such lease may be terminated by the lessee without
payment of a penalty.

      "CLEARSTREAM" means Clearstream Banking, societe anonyme, Luxembourg (or
any successor securities clearing agency).

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

      "CONSOLIDATED TANGIBLE ASSETS" means, with respect to the Issuer and its
Subsidiaries on a consolidated basis, total assets, after deducting certain
intangible assets, to the extent included in total assets.

      "CORPORATE TRUST OFFICE" means the office of the Trustee at which the
corporate trust business of the Trustee shall, at any particular time, be
principally administered, which office of JPMorgan Chase Bank at the date of the
execution of this Indenture is located at 450 West 33rd Street, 15th Floor, New
York, New York 10001, and which means for maintenance of books of the Registrar
and for any notice to the Trustee hereunder, the agent of the Trustee at J.P.
Morgan Trust Company, National Association, 101 California Street, Suite 3800,
San Francisco, California, 94111, Attention: Mitch Gardner, telephone (415)
954-2358, facsimile (415) 954-2371.

      "DEBT" means (without duplication), with respect to any Person, whether
recourse is to all or a portion of the assets of such Person, (i) every
obligation of such Person for money borrowed, (ii) every obligation of such
Person evidenced by bonds, debentures, notes or other similar instruments,
including obligations incurred in connection with the acquisition of property,
assets or businesses, (iii) every reimbursement obligation of such Person with
respect to letters of credit, bankers' acceptances or similar facilities issued
for the account of such Person, (iv) every Capital Lease Obligation of such
Person and (v) every obligation of the type referred to in clauses (i) through
(iv) of another Person, the payment of which such Person has Guaranteed.


                                       3
<PAGE>

      "DEFAULT" has the meaning stated in Section 5.11; provided, however, that
for purposes of Section 6.12 only, "DEFAULT" shall have the meaning provided in
Section 6.12(c)(l).

      "DEPOSITARY" means, with respect to the Securities of any series issuable
or issued in the form of one or more Global Securities, the Person designated as
Depositary by the Issuer pursuant to Section 2.01 until a successor Depositary
shall have become such pursuant to the applicable provisions of this Indenture,
and thereafter "DEPOSITARY" shall mean or include each Person who is then a
Depositary hereunder, and if at any time there is more than one such Person,
"DEPOSITARY" as used with respect to the Securities of any such series shall
mean the Depositary with respect to the Global Securities of that series.

      "DOLLAR" means the coin or currency of the United States of America as at
the time of payment is legal tender for the payment of public and private debts.

      "DTC" means The Depositary Trust Company.

      "EUROCLEAR" means the Euroclear System (or any successor securities
clearing agency).

      "EVENT OF DEFAULT" shall have the meaning set forth in Section 5.01.

      "GLOBAL SECURITY" means a Security evidencing all or a part of a series of
Securities, issued to the Depositary for such series in accordance with Section
2.05, and bearing the legend prescribed in Section 2.05 (or such legend as may
be specified as contemplated by Section 2.03 for such Securities).

      "GUARANTEE" by any Person means any obligation, contingent or otherwise,
of such Person guaranteeing any Debt of any other Person (the "PRIMARY OBLIGOR")
in any manner, whether directly or indirectly, and including any obligation of
such Person, (i) to purchase or pay (or advance or supply funds for the purchase
or payment of) such Debt, (ii) to purchase property, securities or services for
the purpose of assuring the holder of such Debt of the payment of such Debt, or
(iii) to maintain working capital, equity capital or other financial statement
condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Debt (and "GUARANTEED", "GUARANTEEING" and "GUARANTOR" shall
have meanings correlative to the foregoing); provided, however, that the
Guarantee by any Person shall not include endorsements by such Person for
collection or deposit, in either case, in the ordinary course of business.

      "HOLDER", "HOLDER OF SECURITIES" or other similar terms mean the person in
whose name such Security is registered in the security register kept by or on
behalf of the Issuer for that purpose in accordance with the terms hereof.

      "INDENTURE" means this instrument as originally executed and delivered or,
if amended or supplemented as herein provided, as so amended or supplemented or
both,


                                       4
<PAGE>

and shall include the forms and terms of particular series of Securities
established as contemplated hereunder.

      "INITIAL PURCHASERS" means the initial purchasers from the Issuer of
Securities being sold pursuant to Rule 144A or Regulation S.

      "INTEREST" means, when used with respect to non-interest bearing
Securities, 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.

      "ISSUER" means Science Applications International Corporation and, subject
to Article 9, its successors and assigns.

      "LIEN" means any mortgage, pledge or lien securing any Debt.

      "NET AVAILABLE PROCEEDS" from any Sale Transaction by any Person means
cash or readily marketable cash equivalents received (including by way of sale
or discounting of a note, installment receivable or other receivable, but
excluding any consideration received in the form of assumption of Debt or other
obligations by others or received in any other noncash form) therefrom by such
Person, net of (i) all legal, title and recording tax expenses, commissions and
other fees and expenses incurred and all federal, state, provincial, foreign and
local taxes required to be accrued as a liability as a consequence of such Sale
Transaction, (ii) all payments made by such Person or its Subsidiaries on any
Debt that is secured by a Lien on the property or assets so disposed of in
accordance with the terms of such Lien or that must, by terms of such Lien, or
in order to obtain a necessary consent to such Sale Transaction, or by
applicable law, be repaid out of the proceeds from such Sale Transaction and
(iii) all distributions and other payments made to third parties (other than
Subsidiaries) in respect of minority or joint venture interests as a result of
such Sale Transaction.

      "OFFICERS' CERTIFICATE" means a certificate signed by the chairman of the
Board of Directors, any vice chairman of the Board of Directors, the chief
executive officer, the president or any vice president and by the treasurer or
the secretary or any assistant secretary of the Issuer and delivered to the
Trustee. Each such certificate shall include the statements provided for in
Section 11.05.

      "OPINION OF COUNSEL" means an opinion in writing signed by the general
corporate counsel or such other legal counsel who may be an employee of or
counsel to the Issuer, and which counsel shall be reasonably acceptable to the
Trustee. Each such opinion shall include the statements provided for in Section
11.05, if and to the extent required thereby.

      "ORIGINAL ISSUE DATE" of any Security (or portion thereof) means the
earlier of (a) the date of such Security or (b) the date of any Security (or
portion thereof) for which


                                       5
<PAGE>

such Security was issued (directly or indirectly) on registration of transfer,
exchange or substitution.

      "ORIGINAL ISSUE DISCOUNT SECURITY" means any Security that provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the maturity thereof pursuant to Section 5.01.

      "OUTSTANDING", when used with reference to Securities, shall, subject to
the provisions of Section 7.04, mean, as of any particular time, all Securities
authenticated and delivered by the Trustee under this Indenture, except

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

            (b) Securities, or portions thereof, for the payment or redemption
      of which moneys or government obligations (as provided for in Section
      10.02) in the necessary amount shall have been deposited in trust with the
      Trustee or with any Paying Agent (other than the Issuer) or shall have
      been set aside, segregated and held in trust by the Issuer for the holders
      of such Securities (if the Issuer shall act as its own Paying Agent),
      provided that if such Securities, or portions thereof, are to be redeemed
      prior to the maturity thereof, notice of such redemption shall have been
      given as herein provided, or provision satisfactory to the Trustee shall
      have been made for giving such notice;

            (c) Securities as to which defeasance has been effected pursuant to
      Section 10.01;

            (d) Securities in substitution for which other Securities shall have
      been authenticated and delivered, or which shall have been paid, pursuant
      to the terms of Section 2.10 (except with respect to any such Security as
      to which proof satisfactory to the Trustee and the Issuer is presented
      that such Security is held by a Person in whose hands such Security is a
      legal, valid and binding obligation of the Issuer); and

            (e) Securities converted or exchanged into other debt or equity
      securities pursuant to or in accordance with this Indenture if the terms
      of such Securities provide for convertibility or exchangeability pursuant
      to Section 2.03.

      In determining whether the Holders of the requisite principal amount of
Outstanding Securities of any or all series have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, the principal
amount of an Original Issue Discount Security that shall be deemed to be
Outstanding for such purposes shall be the amount of the principal thereof that
would be due and payable as of the date of such determination upon a declaration
of acceleration of the maturity thereof pursuant to Section 5.01.


                                       6
<PAGE>

      "PAYING AGENT" means any Person authorized by the Issuer to pay the
principal of or interest on any Securities on behalf of the Issuer.

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

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

      "PRINCIPAL PROPERTY" means any real property (including land, land
improvements, buildings and fixtures to the extent they constitute real property
interests, including any leasehold interest therein) owned on or acquired after
the date of issuance of the Securities by the Issuer or by any Restricted
Subsidiary and which is located in the United States (other than its territories
and possessions) having a gross book value on the date of determination in
excess of 1% of Consolidated Tangible Assets.

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

      "REGULAR RECORD DATE" for the interest payable on any Interest Payment
Date on the Securities of or within any series means the date specified for that
purpose as contemplated by Section 2.03.

      "REGULATION S" means Regulation S under the Securities Act (or any
successor provision), as it may be amended from time to time.

      "REGULATION S CERTIFICATE" means a certificate substantially in the form
set forth in Annex A.

      "REGULATION S GLOBAL SECURITY" has the meaning specified in Section 2.01.

      "REGULATION S LEGEND" means a legend substantially in the form of the
legend required in the form of Security set forth in accordance with Section
2.13 to be placed upon each Regulation S Security.

      "REGULATION S SECURITIES" means all Securities required pursuant to
Section 2.09(c) to bear a Regulation S Legend. Such term includes the Regulation
S Global Security.

      "RESPONSIBLE OFFICER" when used with respect to the Trustee means any
officer within the Corporate Trust Office or office of J.P. Morgan Trust
Company, National Association, in San Francisco, California, including any Vice
President, Managing Director, Assistant Vice President, Secretary, Assistant
Secretary, Senior Trust Officer and Trust Officer or any other officer of the
Trustee customarily performing functions similar to those performed by any of
the above designated officers and also, with respect


                                       7
<PAGE>

to a particular matter, any other officer to whom such matter is referred
because of such officer's knowledge and familiarity with the particular subject.

      "RESTRICTED GLOBAL SECURITY" has the meaning specified in Section 2.01.

      "RESTRICTED PERIOD" means the period of 40 consecutive days beginning on
and including the later of (i) the day on which Securities are first offered to
Persons other than distributors (as defined in Regulation S) in reliance on
Regulation S and (ii) the original issuance date of the Securities.

      "RESTRICTED SECURITIES" means all Securities required pursuant to Section
2.09(c) to bear any Restricted Securities Legend. Such term includes the
Restricted Global Security.

      "RESTRICTED SECURITIES CERTIFICATE" means a certificate substantially in
the form set forth in Annex B.

      "RESTRICTED SECURITIES LEGEND" means, collectively, the legends
substantially in the forms of the legends required in the form of Security set
forth in accordance with Section 2.13 to be placed upon each Restricted
Security.

      "RESTRICTED SUBSIDIARY" means, at any time, any Subsidiary of the Issuer
at least 50% of whose consolidated assets are located, or at least 50% of whose
consolidated revenues during the then-latest four fiscal quarters were derived
from operations conducted, in the United States and its territories and
possessions. For this purpose, the consolidated assets or revenues of a
Subsidiary will be deemed to be the assets or revenues of such Subsidiary and
its Subsidiaries, determined on a consolidated basis in accordance with
generally accepted accounting principles.

      "RULE 144A" means Rule 144A under the Securities Act (or any successor
provision), as it may be amended from time to time.

      "RULE 144A SECURITIES" means the Securities purchased by the Initial
Purchasers from the Issuer pursuant to Rule 144A.

      "SALE AND LEASEBACK TRANSACTION" of any Person means an arrangement with
any lender or investor or to which such lender or investor is a party providing
for the leasing by such Person of any Principal Property of such Person which
has been or is being sold, conveyed, transferred or otherwise disposed of by
such Person more than 270 days after the acquisition thereof or the completion
of construction or commencement of operation thereof to such lender or investor
or to any Person to whom funds have been or are to be advanced by such lender or
investor on the security of such Principal Property. The stated maturity of such
arrangement will be deemed to be the date of the last payment of rent or any
other amount due under such arrangement prior to the first date on which such
arrangement may be terminated by the lessee without payment of a penalty. Sale
and Leaseback Transactions between or among the Issuer and its Subsidiaries
shall


                                       8
<PAGE>

not be deemed a "SALE AND LEASEBACK TRANSACTION." Sale and Leaseback
Transactions in which the relevant property is sold to and leased back from any
domestic or foreign government agency in connection with pollution control,
industrial revenue, private activity bonds or similar financing shall not be
deemed a "SALE AND LEASEBACK TRANSACTION."

      "SALE TRANSACTION" means any sale, conveyance, transfer or other
disposition of the kind referred to in the first sentence of the definition of
"SALE AND LEASEBACK TRANSACTION".

      "SECURITY", "SECURITIES" or "DEBT SECURITIES" has the meaning stated in
the first recital of this Indenture, or, as the case may be, Securities that
have been authenticated and delivered under this Indenture.

      "SECURITIES ACT LEGEND" means a Restricted Securities Legend or a
Regulation S Legend.

      "SIGNIFICANT SUBSIDIARY" means, at any time, any Subsidiary of the Issuer
that qualifies at such time as a "SIGNIFICANT SUBSIDIARY" of the Issuer within
the meaning of Regulation S-X promulgated by the Commission (as in effect at
such time).

      "SUBSIDIARY" means a corporation a majority of the outstanding voting
stock of which is owned, directly or indirectly, by the Issuer or by one or more
subsidiaries of the Issuer, or by the Issuer and one or more subsidiaries of the
Issuer. 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.

      "SUCCESSOR SECURITY" of any particular Security means every Security
issued after, and 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.

      "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 Person who is the 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.

      "TRUST INDENTURE ACT" (except as otherwise provided in Sections 8.01 and
8.02) means the Trust Indenture Act of 1939, as amended, as in force at the date
as of which this Indenture was originally executed; provided, however, that in
the event the Trust


                                       9
<PAGE>

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.

      "UNRESTRICTED GLOBAL SECURITY" has the meaning specified in Section 2.01.

      "UNRESTRICTED SECURITIES" has the meaning specified in Section 2.01.

      "UNRESTRICTED SECURITIES CERTIFICATE" means a certificate substantially in
the form set forth in Annex C hereto.

      "U.S. PERSON" means a citizen, national or resident of the United States,
a corporation, partnership or other entity created or organized in or under the
laws of the United States or any political subdivision thereof, or an estate or
trust, the income of which is subject to United States federal income taxation
regardless of its source.

      "VICE PRESIDENT", when used with respect to the Issuer or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title of "VICE PRESIDENT".

      "YIELD TO MATURITY" means the yield to maturity on a series of securities,
calculated at the time of issuance of such series, or, if applicable, at the
most recent redetermination of interest on such series, and calculated in
accordance with accepted financial practice.

                                    ARTICLE 2

                                   SECURITIES

      Section 2.01. Form Generally. The Securities of each series shall be
substantially in such form as shall be established by or pursuant to one or more
Board Resolutions (as set forth in a Board Resolution or, to the extent
established pursuant to rather than set forth in such Board Resolution, an
Officers' Certificate detailing such establishment) 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 imprinted or otherwise reproduced thereon such legend or
legends or endorsements, not inconsistent with the provisions of this Indenture,
as may be required to comply with any law or with any rules or regulations
pursuant thereto, or with any rules of any securities exchange or to conform to
general usage, all as may be determined by the officers executing such
Securities as evidenced by their execution of the Securities.

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


                                       10
<PAGE>

      If Securities of or within a series are issuable in book-entry form, then
any such Security shall represent such amount of Outstanding Securities of such
series as shall be specified therein and may provide that it shall represent the
aggregate amount of Outstanding Securities of such series from time to time
endorsed thereon and that the aggregate amount of Outstanding Securities of such
series represented thereby may be increased or decreased from time to time to
reflect exchanges. The Issuer, the Trustee and any agent of the Issuer and the
Trustee shall treat the Holder of such Global Security in registered form as the
Holder of such principal amount of Outstanding Securities represented by a
Global Security.

      To the extent Securities are issued hereunder in accordance with Rule
144A, upon their original issuance, Rule 144A Securities shall be issued in the
form of one or more Global Securities registered in the name of DTC, as
Depositary, or its nominee and deposited with the Security Registrar, as
custodian for DTC, for credit by DTC to the respective accounts of beneficial
owners of the Securities represented thereby (or such other accounts as they may
direct). Such Global Securities, together with their Successor Securities that
are Global Securities other than a Regulation S Global Security, are
collectively herein called the "Restricted Global Security".

      To the extent Securities are issued hereunder in accordance with
Regulation S, upon their original issuance, Regulation S Securities shall be
issued in the form of one or more Global Securities registered in the name of
DTC, as Depositary, or its nominee and deposited with the Security Registrar, as
custodian for DTC, for credit by DTC to the respective accounts of beneficial
owners of the Securities represented thereby (or such other accounts as they may
direct), provided that upon such deposit all such Securities shall be credited
to or through accounts maintained at DTC by or on behalf of Euroclear or
Clearstream. Such Global Securities, together with their Successor Securities
that are Global Securities other than a Restricted Global Security, are
collectively herein called a "Regulation S Global Security". After such time as
the Restricted Period shall have terminated, such Global Securities shall be
referred to herein collectively as the "Unrestricted Global Securities". The
aggregate principal amount of the Regulation S Global Security or the
Unrestricted Global Security may from time to time be increased or decreased by
adjustments made on the records of the Trustee, as custodian for DTC, in
connection with a corresponding decrease or increase in the aggregate principal
amount of the Restricted Global Security, as hereinafter provided. As used
herein, the term "Restricted Period" means the period of 40 consecutive days
beginning on and including the first day after the later of (i) the day that the
Initial Purchasers advise the Issuer and the Trustee is the day on which the
Securities are first offered to Persons other than distributors (as defined in
Regulation S) in reliance on Regulation S and (ii) the closing date for the sale
of such Securities. The Regulation S Global Security, the Unrestricted Global
Security and all other Securities that are not Restricted Securities shall
collectively be referred to herein as the "Unrestricted Securities." The Issuer,
the Trustee and any of their agents shall not be responsible for any acts or
omissions of a Depository, for any depository records of beneficial ownership
interests or for any transactions between the Depository and beneficial owners.


                                       11
<PAGE>

      Section 2.02. Form of Trustee's Certificate of Authentication. The
Trustee's certificate of authentication on all Securities shall be in
substantially the following form:

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

Dated:                                  [                  ]
                                        As Trustee


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

      Section 2.03. Amount Unlimited; Issuable in Series.

      (a) The aggregate principal amount of Securities that may be authenticated
and delivered under this Indenture is unlimited. The Securities may be issued in
one or more series.

      (b) The following matters shall be established with respect to each series
of Securities issued hereunder (i) by a Board Resolution, (ii) by action taken
pursuant to a Board Resolution and (subject to Section 11.05) set forth, or
determined in the manner provided, in an Officers' Certificate or (iii) in one
or more indentures supplemental hereto:

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

            (2) any limit upon the aggregate principal amount of the Securities
      of the series which may be authenticated and delivered under this
      Indenture (which limit shall not pertain to Securities authenticated and
      delivered upon registration of transfer of, or in exchange for, or in lieu
      of, other Securities of the series or portions thereof pursuant to Section
      2.09, 2.10, 2.12, 8.05 or 12.03 or upon surrender in whole or in part of
      any Security for conversion or exchange into other securities), and the
      terms and conditions pursuant to which the series of Securities may be
      reopened from time to time for issuances of additional Securities of such
      series;

            (3) the date or dates on which the principal of the Securities of
      the series is payable or the method of determination thereof;

            (4) the rate or rates at which the Securities of the series shall
      bear interest, if any, or the method of calculating such rate or rates of
      interest, the date or dates from which such interest shall accrue or the
      method by which such date or dates shall be determined, the Interest
      Payment Dates on which any such interest shall be payable, the right, if
      any, of the Issuer to defer or extend any


                                       12
<PAGE>

      Interest Payment Date, the Regular Record Date, if any, for the interest
      payable on any Security on any Interest Payment Date, or the method by
      which such date or dates shall be determined, the basis upon which
      interest shall be calculated if other than that of a 360-day year of
      twelve 30-day months and any provisions for additional interest or penalty
      interest in specified circumstances;

            (5) the place or places where the principal of and interest, if any,
      on Securities of the series shall be payable (if other than as provided in
      Section 3.02) and the place or places where any Securities of the series
      may be surrendered for registration of transfer or exchange, if other than
      the Corporate Trust Office, where Securities of that series that are
      convertible or exchangeable may be surrendered for conversion or exchange,
      where notices and demands to or upon the Issuer in respect of the
      Securities of the series and this Indenture may be served if other than as
      provided in Section 11 .04 and where notices to Holders pursuant to
      Section 11.04 will be published;

            (6) any periods within which, prices at which, and any other terms
      and conditions upon which, Securities of the series may be redeemed, in
      whole or in part, at the option of the Issuer and, if other than as
      provided in Section 12.02, the manner in which the particular Securities
      of such series (if less than all Securities of such series are to be
      redeemed) are to be selected for redemption;

            (7) any obligation of the Issuer to redeem or purchase Securities of
      the series pursuant to any mandatory redemption, sinking fund or analogous
      provisions or upon the happening of a specified event or at the option of
      a Holder thereof and any periods within which, prices at which, and any
      other terms and conditions upon which, Securities of the series shall be
      redeemed or purchased, in whole or in part, pursuant to such obligation;

            (8) if other than denominations of $1,000 and any integral multiple
      thereof, the denominations in which Securities of the series shall be
      issuable; if other than Dollars, the foreign currency in which the
      principal of or any premium or interest on such Securities will be
      payable; and, if the principal of or any premium or interest on such
      Securities of the series is to be payable, at the election of the Issuer
      or a Holder thereof, in one or more currencies, currency units or
      composite currencies other than those in which the Securities are stated
      to be payable, the currencies, currency units or composite currencies in
      which payment of any such amount as to which such election is made will be
      payable, and the periods within which and the terms and conditions upon
      which such election is to be made;

            (9) if the amount of any payment of principal or interest, if any,
      on the Securities of the series shall be determined with reference to an
      index, formula or other method, the index, formula or other method by
      which such amounts shall be


                                       13
<PAGE>

      determined and any special voting, defeasance or other provisions in
      connection therewith;

            (10) if other than the principal amount thereof, the portion of the
      principal amount of the Securities of the series which shall be payable
      upon declaration of acceleration thereof pursuant to Section 5.01 or the
      method by which such portion shall be determined;

            (11) if other than as provided in Section 2.08, the Person to whom
      any interest on any Security of the series shall be payable;

            (12) any provisions granting special rights to the holders of
      Securities of the series upon the occurrence of such events as may be
      specified;

            (13) any deletions from, modifications of or additions to the
      definitions, Events of Default set forth in Section 5.01 (and related
      definitions) or the covenants of the Issuer set forth in Articles 3 and 9
      (and related definitions) pertaining to the Securities of the series
      (whether or not consistent with the Events of Default, covenants and
      definitions contained herein);

            (14) under what circumstances, if any, and with what procedures and
      documentation the Issuer will pay additional amounts on the Securities of
      the series held by any Person whether or not a U.S. Person (including any
      modification of the definition of such term) in respect of taxes,
      assessments or similar charges withheld or deducted and, if so, whether
      the Issuer will have the option to redeem such Securities rather than pay
      such additional amounts (and the terms of any such option);

            (15) if other than the date of original issue of the first Security
      of the series to be issued, the date as of which any temporary Global
      Security representing Outstanding Securities of the series shall be dated;

            (16) the applicability, if any, to the Securities of the series of
      Sections 10.01 and 10.02, or such other means of defeasance or covenant
      defeasance in modification of, in addition to, or in lieu of any of the
      provisions of Sections 10.01 and 10.02 as may be specified for the
      Securities of the series; and, if either Section 10.01 or 10.02 is made
      applicable with respect to the Securities of the series, whether such
      defeasance or covenant defeasance must be effected with respect to all
      Outstanding Securities of the series or whether such defeasance or
      covenant defeasance may be effected with respect to Securities within the
      series;

            (17) if other than the Trustee, the identity of the Person to act as
      security registrar and any Paying Agent for the Securities of the series;

            (18) if the Securities of the series shall be issued in whole or in
      part in global form, (i) the identity of any Depositary for such Global
      Securities if other


                                       14
<PAGE>

      than the DTC, (ii) any matters related to any Depositary for the Global
      Securities, including without limitation DTC, Euroclear and Clearstream,
      and (iii) if other than as provided in Section 2.09, the circumstances
      under which any exchange of interests in any Securities of the series in
      global form for certificated Securities of such series may occur;

            (19) any restrictions on the registration, transfer or exchange of
      the Securities of the series in addition to, in modification of or
      deletion from those contained in Section 2.09, including without
      limitation restrictions and other provisions, if any, related to sales of
      Securities pursuant to Rule 144A and Regulation S under the Securities Act
      and to "accredited investors" within the meaning of Regulation D under the
      Securities Act, provisions related to transfers between and among holders
      of any such Securities, and provisions related to exchanges of privately
      placed Securities for publicly registered Securities;

            (20) if the Securities of the series may be issued or delivered
      (whether upon original issuance or upon exchange of a temporary Security
      of such series or otherwise), or any installment of principal or interest
      is payable, only upon receipt of certain certificates or other documents
      or satisfaction of other conditions in addition to those specified in this
      Indenture, the form and terms of such certificates, documents or
      conditions;

            (21) subject to Article 3, the relative degree to which the
      Securities of the series shall be senior to or be subordinated to other
      Indebtedness of the Issuer in right of payment or otherwise; and

            (22) the obligation, if any, of the Issuer to permit the conversion
      of the Securities of the series into other of the Issuer's debt or equity
      securities, as the case may be, and the terms and conditions upon which
      such conversion shall be effected (including, without limitation, the
      conversion price or rate, the conversion period, the conversion agent, if
      any adjustment of the applicable conversion price or rate may be
      applicable and any requirement relative to the reservation of such shares
      or securities for purposes of conversion

            (23) any other terms of the Securities of the series (whether or not
      consistent with the provisions of this Indenture) including any terms
      which may be required by or advisable under United States laws or
      regulations or advisable (as determined by the Issuer) in connection with
      the marketing of the Securities of the series.

      (c) All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided (i) in a Board
Resolution, (ii) by action taken pursuant to a Board Resolution and (subject to
Section 11 .05) set forth, or determined in the manner provided, in the related
Officers' Certificate or (iii) in an indenture supplemental hereto, except that
privately placed Securities may differ from publicly-registered Securities
issued in exchange therefore with respect to transfer


                                       15
<PAGE>

restrictions, penalty interest provisions and as otherwise specified pursuant to
Section 2.03 hereof. Unless otherwise provided, all Securities of any one series
need not be issued at the same time and a series may be reopened, without the
consent of the Holders, for issuances of additional Securities of such series.

      (d) If any of the terms of the Securities of any series are established by
action taken pursuant to a Board Resolution, a copy of such Board Resolution
shall be delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth, or providing the manner for determining, the terms of
the Securities of such series, and an appropriate record of any action taken
pursuant thereto in connection with the issuance of any Securities of such
series shall be delivered to the Trustee prior to the authentication and
delivery thereof.

      Section 2.04. Denominations. Unless otherwise provided as contemplated by
Section 2.03, any Securities of a series shall be issuable in denominations of
$1,000 and any integral multiple thereof. Securities not denominated in Dollars
shall be issuable in such denominations as are established with respect to such
Securities in or pursuant to this Indenture.

      Section 2.05. Authentication and Delivery of Securities. At any time and
from time to time after the execution and delivery of this Indenture, the Issuer
may deliver Securities of any series executed by the Issuer to the Trustee for
authentication together with the applicable documents referred to below in this
Section, and the Trustee shall thereupon authenticate and deliver such
Securities to or upon the order of the Issuer, signed by both (a) the Chairman
of its Board of Directors, or any vice chairman of its Board of Directors, or
its chief executive officer, its president or any vice president of the Issuer
and (b) by any other vice president, its secretary, any assistant secretary, its
treasurer or any assistant treasurer of the Issuer, without any further action
by the Issuer. 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 6.01) shall be fully
protected in acting or refraining from acting in conclusively relying upon:

            (a) a certified copy of any resolution or resolutions of the Board
      of Directors authorizing the action taken pursuant to the resolution or
      resolutions delivered under clause 2.05(b) reasonably believed by it to be
      genuine and to have been signed or presented by the proper party or
      parties;

            (b) a copy of any Board Resolution relating to such series, in each
      case certified by the Secretary or an Assistant Secretary of the Issuer
      reasonably believed by the Trustee to be genuine and to have been signed
      or presented by the proper party or parties;

            (c) an executed supplemental indenture, if any;


                                       16
<PAGE>

            (d) an Officers' Certificate, if any, setting forth the form and
      terms of the Securities as required pursuant to Section 2.01 and 2.03,
      respectively and prepared in accordance with Section 11.05;

            (e) an Opinion of Counsel, prepared in accordance with Section
      11.05, substantially to the effect that

                  (i) the form or forms and terms of such Securities have been
            established by or pursuant to a Board Resolution or by a
            supplemental indenture as permitted by Section 2.01 and 2.03 in
            conformity with the provisions of this Indenture;

                  (ii) such Securities, when authenticated and delivered by the
            Trustee and issued by the Issuer in the manner and subject to any
            conditions specified in such Opinion of Counsel and this Indenture,
            will constitute valid and binding obligations of the Issuer;

                  (iii) all conditions precedent provided for in this Indenture
            relating to the Trustee's authentication of the Securities have been
            complied with; and

                  (iv) covering such other matters as the Trustee may reasonably
            request.

      The Trustee shall have the right to decline to authenticate and deliver
any Securities under this Section if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken by the Issuer or if the
Trustee in good faith by its board of directors or board of trustees, executive
committee, or a trust committee of directors or trustees or Responsible Officers
shall determine that such action would expose the Trustee to personal liability
to existing Holders.

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


                                       17
<PAGE>

      Each Depositary designated pursuant to Section 2.03 must, at the time of
its designation and at all times while it serves as Depositary, be a clearing
agency registered under the Securities Exchange Act of 1934 and any other
applicable statute or regulation.

      Section 2.06. Execution of Securities. The Securities shall be signed on
behalf of the Issuer by both (a) the chairman of its Board of Directors, any
vice chairman of its Board of Directors, its chief executive officer, its
president or any vice president and (b) by its treasurer or any assistant
treasurer or its secretary or any assistant secretary, under its corporate seal
which may, but need not, be attested. Such signatures may be the manual or
facsimile signatures of the present or any future such officers. The seal of the
Issuer may be (but need not be) impressed, affixed, imprinted or otherwise
reproduced on the Securities and may be a facsimile thereof. Typographical and
other minor errors or defects in any such reproduction of the seal or any such
signature shall not affect the validity or enforceability of any Security that
has been duly authenticated and delivered by the Trustee.

      In case any officer of the Issuer who shall have signed any of the
Securities shall cease to be such officer before the Security so signed shall be
authenticated and delivered by the Trustee or disposed of by the Issuer, such
Security nevertheless may be authenticated and delivered or disposed of as
though the person who signed such Security had not ceased to be such officer of
the Issuer; and any Security may be signed on behalf of the Issuer by such
persons as, at the actual date of the execution of such Security, shall be the
proper officers of the Issuer, although at the date of the execution and
delivery of this Indenture any such person was not such an officer.

      Section 2.07. Certificate of Authentication. Only such Securities as shall
bear thereon a certificate of authentication substantially in the form
hereinbefore recited, executed by the Trustee by the manual signature of one of
its authorized officers, shall be entitled to the benefits of this Indenture or
be valid or obligatory for any purpose. Such certificate by the Trustee upon any
Security executed by the Issuer shall be conclusive evidence, and the only
evidence, that the Security so authenticated has been duly authenticated and
delivered hereunder and that the holder is entitled to the benefits of this
Indenture.

      Section 2.08. Denomination and Date of Securities; Payments of Interest.
The Securities of each series shall be issuable as registered securities without
coupons and in denominations as shall be specified as contemplated by Section
2.04. The Securities of each series shall be numbered, lettered or otherwise
distinguished in such manner or in accordance with such plan as the officers of
the Issuer executing the same may determine with the approval of the Trustee as
evidenced by the execution and authentication thereof.

      Each Security shall be dated the date of its authentication, shall bear
interest, if any, from the date and shall be payable on the dates, in each case,
which shall be specified as contemplated by Section 2.03.


                                       18
<PAGE>

      The person in whose name any Security or any series is registered at the
close of business on any record date applicable to a particular series with
respect to any interest payment date for such series shall be entitled to
receive the interest, if any, payable on such Interest Payment Date
notwithstanding any transfer or exchange of such Security subsequent to the
record date and prior to such interest payment date, except if and to the extent
the Issuer shall default in the payment of the interest due on such Interest
Payment Date for such series, in which case such defaulted interest shall be
paid to the persons in whose names Outstanding Securities for such series are
registered at the close of business on a subsequent record date (which shall be
not less than five Business Days prior to the date of payment of such defaulted
interest) established by notice given by mail by or on behalf of the Issuer to
the holders of Securities not less than 15 days preceding such subsequent record
date. The term "record date" as used with respect to any Interest Payment Date
(except a date for payment of defaulted interest) for the Securities of any
series shall mean the date specified as such in the terms of the Securities of
such series established as contemplated by Section 2.03, or, if no such date is
so specified, if such interest payment date is the first day of a calendar
month, the fifteenth day of the next preceding calendar month or, if such
interest payment date is the fifteenth day of a calendar month, the first day of
such calendar month, whether or not such record date is a Business Day.

      Section 2.09. Registration, Transfer and Exchange. (a) The Issuer will
keep or cause to be kept at each office or agency to be maintained for the
purpose as provided in Section 3.02 for each series of Securities a register or
registers in which, subject to such reasonable regulations as it may prescribe,
it will register, and will register the transfer of, Securities as in this
Article provided. Such register shall be in written form in the English language
or in any other form capable of being converted into such form within a
reasonable time. At all reasonable times such register or registers shall be
open for inspection by the Trustee.

      Upon due presentation for registration of transfer of any Security of any
series at any such office or agency to be maintained for the purpose as provided
in Section 3.02, the Issuer shall execute and the Trustee shall authenticate and
deliver in the name of the transferee or transferees a new Security or
Securities of the same series, maturity date, interest rate and Original Issue
Date in authorized denominations for a like aggregate principal amount.

      At the option of the Holder thereof, Securities of any series (except a
Global Security) may be exchanged for a Security or Securities of the same
series, maturity date, interest rate and Original Issue Date in other authorized
denominations, in an equal aggregate principal amount, upon surrender of such
Securities to be exchanged at the agency of the Issuer which shall be maintained
for such purpose in accordance with Section 3.02 and upon payment, if the Issuer
shall so require, of the charges hereinafter provided. Whenever any Securities
are so surrendered for exchange, the Issuer shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder


                                       19
<PAGE>

making the exchange is entitled to receive bearing numbers not contemporaneously
outstanding.

      All Securities proferred for registration of transfer, exchange,
redemption or payment shall (if so required by the Issuer or the Trustee) be
duly endorsed by, or be accompanied by a written instrument or instruments of
transfer in form satisfactory to the Issuer and the registrar duly executed by,
the holder or his attorney duly authorized in writing.

      The Issuer may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any exchange or
registration of transfer of Securities. No service change shall be made for any
such transaction.

      The Issuer shall not be required to exchange or register a transfer of (a)
any Securities of any series for a period of 15 days next preceding the first
mailing of notice of redemption of Securities of such series to be redeemed or
(b) any Securities selected, called or being called for redemption, in whole or
in part, except, in the case of any Security to be redeemed in part, the portion
thereof not so to be redeemed.

      Notwithstanding any other provision of this Section 2.09, unless and until
it is exchanged in whole or in part for Securities in definitive registered
form, a Global Security representing all or a portion of the Securities of a
series may not be transferred except as a whole by the Depositary for such
series to a nominee of such Depositary or by a nominee of such Depositary to
such Depositary or any such nominee to a successor Depositary for such series or
a nominee of such successor Depositary.

      If at any time the Depositary for any Securities of a series represented
by one or more Global Securities notifies the Issuer that it is unwilling or
unable to continue as Depositary for such Securities or if at any time the
Depositary for such Securities shall no longer be eligible under Section 2.05,
or if the Depositary for such Securities announces an intention permanently to
cease doing business or does in fact do so, the Issuer shall appoint a successor
Depositary with respect to such Securities. If a successor Depositary for such
Securities is not appointed by the Issuer within 90 days after the issuer
receives such notice or becomes aware of such ineligibility (and in any event
before the Depositary surrenders such Global Security for exchange), the
Issuer's election pursuant to Section 2.03 that such Securities be represented
by one or more Global Securities shall no longer be effective and the Issuer
shall execute, and the Trustee, upon receipt of an Officers' Certificate for the
authentication and delivery of definitive Securities of such series, will
authenticate and deliver, Securities of such series in definitive registered
form without coupons, in any authorized denominations, in an aggregate principal
amount equal to the principal amount of the Global Security or Securities
representing such Securities in exchange for such Global Security or Securities.

      The Issuer may at any time and its sole discretion determine that the
Securities of any series issued in the form of one or more Global Securities
shall no longer be


                                       20
<PAGE>

represented by a Global Security or Securities. In such event, or if an Event of
Default occurs and is continuing, the Issuer will execute, and the Trustee, upon
receipt of an Officers' Certificate for the authentication and delivery of
definitive Securities of such series, will authenticate and deliver, Securities
of such series in definitive registered form, in any authorized denominations,
in an aggregate principal amount equal to the principal amount of the Global
Security or Securities representing such Securities, in exchange for such Global
Security or Securities.

      With respect to Securities represented by a Global Security, the
Depositary for such Global Security may surrender such Global Security in
exchange in whole or in part for Securities of the same series in definitive
registered form on such terms as are acceptable to the Issuer and such
Depositary. Thereupon, the Issuer shall execute, and the Trustee shall
authenticate and deliver, without service charge,

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

            (ii) to such Depositary a new Global Security in a denomination
      equal to the difference, if any, between the principal amount of the
      surrendered Global Security and the aggregate principal amount of
      Securities authenticated and delivered pursuant to clause 2.09(i) above.

      Upon the exchange of a Global Security for Securities in definitive
registered form, in authorized denominations, such Global Security shall be
canceled by the Trustee. Securities in definitive registered form issued in
exchange for a Global Security pursuant to this Section 2.09 shall be registered
in such names and in such authorized denominations as the Depositary for such
Global Security, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee in writing. The Trustee
shall deliver such Securities to or as directed by the Persons in whose names
such Securities are so registered.

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

      (b) Certain Transfers and Exchanges. Solely to the extent specified as
contemplated by Section 2.03 for the Securities evidenced thereby:
notwithstanding any other provision of this Indenture or the Securities,
transfers and exchanges of Securities and beneficial interests in a Global
Security of the kinds specified in this Section 2.09(b) shall be made only in
accordance with this Section 2.09(b).

      (i) Restricted Global Security to Regulation S Global Security. If the
owner of a beneficial interest in a Restricted Global Security wishes at any
time to transfer such interest to a Person who wishes to acquire the same in the
form of a beneficial interest in


                                       21
<PAGE>

a Regulation S Global Security, such transfer may be effected only in accordance
with the provisions of this Clause (b)(i) and Clause (b)(iv) below and subject
to the Applicable Procedures. Upon receipt by the Security Registrar of (A) an
order given by the Depositary or its authorized representative directing that a
beneficial interest in the Regulation S Global Security in a specified principal
amount be credited to a specified Agent Member's account and that a beneficial
interest in the Restricted Global Security in an equal principal amount be
debited from another specified Agent Member's account and (B) a Regulation S
Certificate, satisfactory to the Security Registrar and the Trustee and duly
executed by the owner of such beneficial interest in the Restricted Global
Security or his attorney duly authorized in writing, then the Security
Registrar, subject to Clause (b)(iv) below, shall reduce the principal amount of
the Restricted Global Security and increase the principal amount of the
Regulation S Global Security by such specified principal amount.

      (ii) Regulation S Global Security to Restricted Global Security. If the
owner of a beneficial interest in a Regulation S Global Security wishes at any
time to transfer such interest to a Person who wishes to acquire the same in the
form of a beneficial interest in a Restricted Global Security, such transfer may
be effected only in accordance with this Clause (b)(ii) and subject to the
Applicable Procedures. Upon receipt by the Security Registrar of (A) an order
given by the Depositary or its authorized representative directing that a
beneficial interest in the Restricted Global Security in a specified principal
amount be credited to a specified Agent Member's account and that a beneficial
interest in the Regulation S Global Security in an equal principal amount be
debited from another specified Agent Member's account and (B) if such transfer
is to occur during a Restricted Period, a Restricted Securities Certificate,
satisfactory to the Security Registrar and the Trustee and duly executed by the
owner of such beneficial interest in the Regulation S Global Security or his
attorney duly authorized in writing, then the Security Registrar shall reduce
the principal amount of the Regulation S Global Security and increase the
principal amount of the Restricted Global Security by such specified principal
amount. If transfers under this Clause (b)(ii) occur after a Restricted Period,
no Restricted Securities Certificates will be required.

      (iii) Non-Global Security to Non-Global Security. A Security that is not a
Global Security may be transferred, in whole or in part, to a Person who takes
delivery in the form of another Security that is not a Global Security as
provided in Section 2.09(a), provided that, if the Security to be transferred in
whole or in part is a Restricted Security, then the Security Registrar shall
have received a Restricted Securities Certificate, satisfactory to the Security
Registrar and the Trustee and duly executed by the transferor Holder or his
attorney duly authorized in writing, in which case the transferee Holder shall
take delivery in the form of a Restricted Security (subject in every case to
Section 2.09(c)).

      (iv) Regulation S Global Security to be Held Through Euroclear or
Clearstream during Restricted Period. The Issuer shall use its best efforts to
cause the Depositary to ensure that beneficial interests in a Regulation S
Global Security may be held only in or


                                       22
<PAGE>

through accounts maintained at the Depositary by Euroclear or Clearstream (or by
Agent Members acting for the account thereof), and no person shall be entitled
to effect any transfer or exchange that would result in any such interest being
held otherwise than in or through such an account, provided that this Clause
(b)(iv) shall not prohibit any transfer or exchange of such an interest in
accordance with Clause (b)(ii) above.

      (v) Restricted Non-Global Security to Restricted Global Security or
Regulation S Global Security. If the Holder of a Restricted Security (other than
a Global Security) wishes at any time to transfer all or any portion of such
Security to a Person who wishes to take delivery thereof in the form of a
beneficial interest in a Restricted Global Security or a Regulation S Global
Security, such transfer may be effected only in accordance with the provisions
of this Clause (b)(v) and Clause (b)(iv) above and subject to the Applicable
Procedures. Upon receipt by the Security Registrar of (A) such Security as
provided in Section 2.09(a) and instructions satisfactory to the Security
Registrar and the Trustee directing that a beneficial interest in a Restricted
Global Security or Regulation S Global Security in a specified principal amount
not greater than the principal amount of such Security be credited to a
specified Agent Member's account and (B) a Restricted Securities Certificate, if
the specified account is to be credited with a beneficial interest in a
Restricted Global Security, or a Regulation S Certificate, if the specified
account is to be credited with a beneficial interest in a Regulation S Global
Security, in either case satisfactory to the Security Registrar and the Trustee
and duly executed by such Holder or his attorney duly authorized in writing,
then the Security Registrar, subject to Clause (b)(iv) above, shall cancel such
Security (and issue a new Security in respect of any untransferred portion
thereof) and increase the principal amount of the Restricted Global Security or
the Regulation S Global Security, as the case may be, by the specified principal
amount, both as provided in Section 2.09(a).

      (c) Securities Act Legends. Solely to the extent specified as contemplated
by Section 2.03 for the Securities evidenced thereby: Restricted Securities and
their Successor Securities shall bear a Restricted Securities Legend, and
Regulation S Securities and their Successor Securities shall bear a Regulation S
Legend, subject to the following:

      (i) subject to the following Clauses of this Section 2.09(c), a Security
or any portion thereof which is exchanged, upon transfer or otherwise, for a
Global Security or any portion thereof shall bear the Securities Act Legend
borne by such Global Security while represented thereby;

      (ii) subject to the following Clauses of this Section 2.09(c), a new
Security which is not a Global Security and is issued in exchange for another
Security (including a Global Security) or any portion thereof, upon transfer or
otherwise, shall bear the Securities Act Legend borne by such other Security,
provided, that, if such new Security is required pursuant to Section 2.09(b)(v)
to be issued in the form of a Restricted Security, it shall bear a Restricted
Securities Legend and, if such new Security is so


                                       23
<PAGE>

required to be issued in the form of a Regulation S Security, it shall bear a
Regulation S Legend;

      (iii) at any time after the Securities may be freely transferred without
registration under the Securities Act or without being subject to transfer
restrictions pursuant to the Securities Act, a new Security which does not bear
a Securities Act Legend may be issued in exchange for or in lieu of a Security
(other than a Global Security) or any portion thereof which bears such a legend
if the Security Registrar has received an Unrestricted Securities Certificate,
satisfactory to the Security Registrar and Trustee and duly executed by the
Holder of such legended Security or his attorney duly authorized in writing, and
after such date and receipt of such certificate, the Trustee shall authenticate
and deliver such a new Security in exchange for or in lieu of such other
Security as provided in this Article Three;

      (iv) a new Security which does not bear a Securities Act Legend may be
issued in exchange for or in lieu of a Security (other than a Global Security)
or any portion thereof which bears such a legend if, in the Issuer's judgment,
placing such a legend upon such new Security is not necessary to ensure
compliance with the registration requirements of the Securities Act, and the
Trustee, at the written direction of the Issuer, shall authenticate and deliver
such a new Security as provided in this Article Three; and

      (v) notwithstanding the foregoing provisions of this Section 2.09(c), a
Successor Security of a Security that does not bear a particular form of
Securities Act Legend shall not bear such form of legend unless the Issuer has
reasonable cause to believe that such Successor Security is a "restricted
security" within the meaning of Rule 144, in which case the Trustee, at the
written direction of the Issuer, shall authenticate and deliver a new Security
bearing a Restricted Securities Legend in exchange for such Successor Security
as provided in this Article Two.

      (d) Registration. Solely to the extent specified as contemplated by
Section 2.03 for the Securities evidenced thereby: (i) to the extent the
Securities are originally issued as Restricted Global Securities or Regulation S
Global Securities and are subsequently tendered to be exchanged for registered
Securities pursuant to an exchange offer registration statement, the Issuer
shall issue and, upon receipt of such customary documentation as it shall
reasonably require, the Trustee shall authenticate one or more Securities (which
shall be substantially the same as the tendered Securities but shall not include
any restrictive legends or require payment of penalty interest) in an aggregate
principal amount equal to the principal amount of the beneficial interests in
the Restricted Global Securities or Regulation S Global Securities tendered for
acceptance, in all respects in accordance with and subject to the Applicable
Procedures, and (ii) to the extent the Securities are originally issued as
Restricted Global Securities or Regulation S Global Securities and are
subsequently registered for resale on a shelf registration statement, upon the
request of any Holder the Issuer shall issue and, upon receipt of such customary
documentation as it shall reasonably require, the Trustee shall authenticate one
or more Securities (which shall be substantially the same as the registered
Securities but


                                       24
<PAGE>

shall not include any restrictive legends or require payment of penalty
interest) in an aggregate principal amount equal to the principal amount of the
beneficial interests in the Restricted Global Securities or Regulation S Global
Securities held by the requesting Holder, in each case, in accordance with and
subject to the Applicable Procedures.

      Section 2.10. Mutilated, Defaced, Destroyed, Lost and Stolen Securities.
In case any temporary or definitive Security shall become mutilated, defaced or
be destroyed, lost or stolen, the Issuer, in its discretion, may execute, and
upon the written request of any two officers (as in Section 2.05) of the Issuer,
the Trustee shall authenticate and deliver, a new Security of the same series,
maturity date, interest rate and Original Issue Date, bearing a number or other
distinguishing symbol not contemporaneously outstanding, in exchange and
substitution for the mutilated or defaced Security, or in lieu of and
substitution for the Security so destroyed, lost or stolen. In every case the
applicant for a substitute Security shall furnish to the Issuer and to the
Trustee and any agent of the Issuer or the Trustee such security or indemnity as
may be required by them to indemnify and defend and to save each of them
harmless and, in every case of destruction, loss or theft, evidence to their
satisfaction of the destruction, loss or theft of such Security and of the
ownership thereof.

      Upon the issuance of any substitute Security, the Issuer may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Trustee) connected therewith. In case any Security which has
matured or is about to mature or has been called for redemption in full shall
become mutilated or defaced or be destroyed, lost or stolen, the Issuer may
instead of issuing a substitute Security, pay or authorize the payment of the
same (without surrender thereof except in the case of a mutilated or defaced
Security), if the applicant for such payment shall furnish to the Issuer and to
the Trustee and any agent of the Issuer or the Trustee such security or
indemnity as any of them may require to save each of them harmless, and, in
every case of destruction, loss or theft, the applicant shall also furnish to
the Issuer and the Trustee and any agent of the Issuer or the Trustee evidence
to their satisfaction of the destruction, loss or theft of such Security and of
the ownership thereof.

      Every substitute Security of any series issued pursuant to the provisions
of this Section by virtue of the fact that any Security is destroyed, lost or
stolen shall constitute an additional contractual obligation of the Issuer,
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 (but shall be
subject to all the limitations of rights set forth in) this Indenture equally
and proportionately with any and all other Securities of such series duly
authenticated and delivered hereunder. All Securities shall be held and owned
upon the express condition that, to the extent permitted by law, the foregoing
provisions are exclusive with respect to the replacement or payment of
mutilated, defaced or destroyed, lost or stolen Securities and shall preclude
any and all other rights or remedies notwithstanding any law or statute existing
or hereafter enacted to the contrary with


                                       25
<PAGE>

respect to the replacement or payment of negotiable instruments or other
securities without their surrender.

      Section 2.11. Cancellation of Securities; Destruction Thereof. All
Securities surrendered for payment, redemption, registration of transfer or
exchange, or for credit against any payment in respect of a sinking or analogous
fund, if surrendered to the Issuer or any agent of the Issuer or the Trustee,
shall be delivered to the Trustee for cancellation or, if surrendered to the
Trustee, shall be cancelled by it; and no Securities shall be issued in lieu
thereof except as expressly permitted by any of the provisions of this
Indenture. The Trustee shall destroy cancelled Securities held by it and deliver
a certificate of destruction to the Issuer unless by a written request signed by
two officers of the Issuer, the Issuer shall direct that cancelled Securities be
returned to it. If the Issuer shall acquire any of the Securities, such
acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Securities unless and until the same are
delivered to the Trustee for cancellation.

      Section 2.12. Temporary Securities. Pending the preparation of definitive
Securities for any series, the Issuer may execute and, upon the written request
signed by two officers of the Issuer, the Trustee shall authenticate and deliver
temporary Securities for such series (printed, lithographed, typewritten or
otherwise reproduced, in each case in form satisfactory to the Trustee).
Temporary Securities of any series shall be issuable as Securities, of any
authorized denomination, and substantially in the form of the definitive
Securities of such series but with such omissions, insertions and variations as
may be appropriate for temporary Securities of such series, all as may be
determined by the Issuer as evidenced by the execution thereof. Temporary
Securities may contain such reference to any provisions of this Indenture as may
be appropriate. Every temporary Security shall be executed by the Issuer and be
authenticated by the Trustee upon the same conditions and in substantially the
same manner, and with like effect, as the definitive Securities. Without
unreasonable delay the Issuer shall execute and shall furnish definitive
Securities of such series and thereupon temporary Securities of such series may
be surrendered in exchange therefor without charge at each office or agency to
be maintained by the Issuer for the purpose pursuant to Section 3.02, and the
Trustee shall authenticate and deliver in exchange for such temporary Securities
of such series a like aggregate principal amount of definitive Securities of the
same series of authorized denominations. Until so exchanged, the temporary
Securities of any series shall be entitled to the same benefits under this
Indenture as would be definitive Securities of such series, unless otherwise
established pursuant to Section 2.03.

      Section 2.13. Form of Legend for Securities. Solely to the extent
specified as contemplated by Section 2.03 for the Securities evidenced thereby,
every Security authenticated and delivered hereunder shall bear one or more of
the appropriate legends in substantially the following forms:

            [If Security is a Restricted Security, insert --


                                       26
<PAGE>

            THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) TO A PERSON WHO THE
TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT ACQUIRING FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION MEETING THE
REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,
(3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED
BY RULE 144 THEREUNDER (IF AVAILABLE) OR (4) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH
ALL APPLICABLE SECURITIES LAWS. THIS SECURITY AND ANY RELATED DOCUMENTATION MAY
BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON AND
PROCEDURES FOR RESALES AND OTHER TRANSFERS OF THIS SECURITY TO REFLECT ANY
CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN
PRACTICES RELATING TO THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY.
THE HOLDER OF THIS SECURITY SHALL BE DEEMED, BY THE ACCEPTANCE HEREOF, TO HAVE
AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT. EACH PURCHASER OF THIS SECURITY OR
ANY INTEREST HEREIN IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE
RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT
PROVIDED BY RULE 144A THEREUNDER.]

            [If the Security is a Regulation S Security, insert --

            THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, OR DELIVERED IN THE
UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON UNLESS
THIS SECURITY IS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS THEREOF IS AVAILABLE. TERMS USED ABOVE HAVE THE
MEANING GIVEN THEM IN REGULATION S UNDER THE SECURITIES ACT.]

            [If the Security is a Global Security, insert --

            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


                                       27
<PAGE>

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.]

            [If the Security is a Global Security and The Depository Trust
Company is to be the Depositary therefor, insert --

            UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

                                    ARTICLE 3

                             COVENANTS OF THE ISSUER

      Section 3.01. Payment of Principal and Interest. The Issuer covenants and
agrees for the benefit of each series of Securities that it will duly and
punctually pay or cause to be paid the principal of, and interest on, each of
the Securities of such series (together with any additional amounts payable
pursuant to the terms of such Securities) at the place or places, at the
respective times and in the manner provided in such Securities and in this
Indenture. The interest on Securities (together with any additional amounts
payable pursuant to the terms of such Securities) shall be payable only to or
upon the written order of each Holder thereof and at the option of the Issuer
may be paid (i) by mailing checks to or upon the written order of each such
Holder at such Holder's last address as it appears on the registry books of the
Issuer or (ii) by wire transfer to a bank account maintained by each such
Holder.

      Notwithstanding any provisions of this Indenture and of the Securities of
any series to the contrary, if the Issuer and a holder of any Security so agree
or if expressly provided pursuant to Section 2.03, payments of interest on, and
any portion of the principal of, such Holder's Security (other than interest
payable at maturity or on any redemption or repayment date or the final payment
of principal on such Security) shall be made by the Paying Agent, upon receipt
from the Issuer of the immediately available funds by 11:00 a.m., New York City
time (or such other time as may be agreed to between the Issuer and the Paying
Agent), directly to the holder of such Security (by Federal funds wire transfer
or otherwise) if the Holder has delivered written instructions


                                       28
<PAGE>

to the Trustee 15 days prior to such payment date requesting that such payment
will be so made and designating the bank account to which such payments shall be
so made and in the case of payments of principal, surrenders the same to the
Trustee in exchange for a Security or Securities aggregating the same principal
amount as the unredeemed principal amount of the Securities surrendered. The
Trustee shall be entitled to rely on the last instruction delivered by the
Holder pursuant to this Section 3.01 unless a new instruction is delivered 15
days prior to a payment date. The Issuer will indemnify and hold each of the
Trustee and any Paying Agent harmless against any loss, liability or expense
(including reasonable attorney's fees) resulting from any act or omission to act
on the part of the Issuer or any such Holder in connection with any such
agreement or from making any payment in accordance with any such agreement.

      Section 3.02. Offices for Payments, Etc. The Issuer will maintain or cause
to be maintained in The City of New York, an agency where the Securities of each
series may be presented for payment, an agency where the Securities of each
series may be presented for exchange as is provided in this Indenture and, if
applicable, pursuant to Section 2.09, an agency where the Securities of each
series may be presented for registration of transfer as provided in this
Indenture.

      The Issuer will maintain or cause to be maintained in The City of New
York, an agency where notices and demands to or upon the Issuer in respect of
the Securities of any series or this Indenture may be served. The Issuer will
give to the Trustee prompt written notice of the location of each such agency
and of any change of location thereof. Unless otherwise specified in accordance
with Section 2.03, the issuer hereby initially designates the Corporate Trust
Office of the Trustee as the office to be maintained by it for each such
purpose.

      In case the Issuer shall fail to maintain such agency in The City of New
York, or shall fail to give such notice of the location or of any change in the
location thereof, presentations and demands may be made and notices may be
served at the Corporate Trust Office of the Trustee and the Issuer hereby
appoints the Trustee its agent to receive all such presentations, surrenders,
notices and demands.

      The Issuer may from time to time designate one or more agencies where the
Securities of a series may be presented for payment, where the Securities of
that series may be presented for exchange as provided in this Indenture and
pursuant to Section 2.03 and where the Securities of that series may be
presented for registration of transfer as in this Indenture provided, and the
Issuer may from time to time rescind any such designation, as the Issuer may
deem desirable or expedient; provided, however, that no such designation or
rescission shall in any manner relieve the Issuer of its obligation to maintain
the agencies provided for in the immediately preceding paragraphs of this
Section 3.02. The Issuer will give to the Trustee prompt written notice of any
such designation or rescission thereof.


                                       29
<PAGE>

      Section 3.03. Appointment to Fill a Vacancy in Office of Trustee. The
Issuer, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 6.09, a Trustee, so that there
shall at all times be a Trustee with respect to each series of Securities
hereunder.

      Section 3.04. Paying Agents. Whenever the Issuer shall appoint a Paying
Agent other than the Trustee with respect to the Securities of any series, it
will cause such Paying Agent to execute and deliver to the Trustee an instrument
in which such agent shall agree with the Trustee, subject to the provisions of
this Section,

            (a) that it will hold all sums received by it as such agent for the
      payment of the principal of or interest, if any, on the Securities of such
      series (whether such sums have been paid to it by the Issuer or by any
      other obligor on the Securities of such series) in trust for the benefit
      of the holders of the Securities of such series, or of the Trustee acting
      on behalf of the holders of the Securities of such series;

            (b) that it will give the Trustee notice of any failure by the
      Issuer (or by any other obligor on the Securities of such series) to make
      any payment of the principal of or interest, if any, on the Securities of
      such series when the same shall be due and payable; and

            (c) that it will forthwith pay any such sums so held in trust by it
      to the Trustee upon the Trustee's written request at any time during the
      continuance of the failure referred to in clause 3.04(b) above.

      The Issuer will, on or prior to each due date of the principal of or
interest on the Securities of such series, deposit with the Paying Agent a sum
sufficient to pay such principal or interest so becoming due, and (unless such
Paying Agent is the Trustee) the Issuer will promptly notify the Trustee of any
failure to take such action.

      If the Issuer shall act as its own Paying Agent with respect to the
Securities of any Series, it will, on or before each due date of the principal
of or interest on the Securities of such series, set aside, segregate and hold
in trust for the benefit of the holders of the Securities of such series a sum
sufficient to pay such principal or interest so becoming due until such sums
shall be paid to such holders of the Securities or otherwise disposed of as
herein provided. The Issuer will promptly notify the Trustee of any failure to
take such action.

      Anything in this Section to the contrary notwithstanding, the Issuer may
at any time, for the purpose of obtaining a satisfaction and discharge with
respect to one or more or all series of Securities hereunder, or for any other
reason, pay by a written request signed by two officers of the Issuer directing
any Paying Agent to pay to the Trustee all sums held in trust for any such
series by the Issuer or any Paying Agent hereunder, as required by this Section,
such sums to be held by the Trustee upon the trusts herein contained.


                                       30
<PAGE>

      Anything in this Section to the contrary notwithstanding, the agreement to
hold sums in trust as provided in this Section is subject to the provisions of
Sections 10.04 and 10.05.

      Section 3.05. Written Statement to Trustee. The Issuer will deliver to the
Trustee on or before May 30 in each year (commencing in 2003) a written
statement which need not comply with Section 11.05, signed by the principal
executive, financial or accounting officer of the Issuer as to his or her
knowledge of the Issuer's compliance with all conditions and covenants under the
Indenture (such compliance to be determined without regard to any period of
grace or requirement of notice provided under the Indenture), all in accordance
with Section 314 of the Trust Indenture Act.

      Section 3.06. Limitation on Liens. The Issuer will not, and will not
permit any Restricted Subsidiary to, incur any Lien (except as provided in the
next paragraph of this Section 3.06) on any Principal Property to secure Debt
without making, or causing such Restricted Subsidiary to make, effective
provision for securing the Debt Securities (and, if the Issuer may so determine,
any other Debt of the Issuer or such Restricted Subsidiary that is not
subordinated in right of payment to the Debt Securities) (x) equally and ratably
with such Debt as to such Principal Property for as long as such Debt will be so
secured or (y) in the event such Debt is subordinated in right of payment to the
Debt Securities, prior to such Debt as to such Principal Property for as long as
such Debt will be so secured.

      The foregoing restrictions will not apply to: (i) any Lien existing on the
date the Debt Securities are issued, and /or any Lien securing only the Debt
Securities; (ii) any Lien in favor of only the Issuer or a Restricted Subsidiary
of the Issuer; (iii) any Lien on property of a Person existing immediately prior
to the time such Person is merged with or into or consolidated with the Issuer
or any Subsidiary of the Issuer or otherwise becomes a Subsidiary of the Issuer
(provided that such Lien is not incurred in anticipation of such transaction and
does not extend beyond the property subject thereto, or secure any Debt that is
not secured thereby, immediately prior to such transaction); (iv) any Lien on
property (or the capital stock or other equity interests of the entity that owns
property) existing immediately prior to the time of acquisition thereof
(provided that such Lien is not incurred in anticipation of such acquisition and
does not extend beyond the property subject thereto, or secure any Debt that is
not secured thereby, immediately prior to such acquisition); (v) any Lien on
property or assets securing all or any portion of the purchase price thereof or
securing all or any portion of the cost of construction or alteration of or
improvement on any property or assets created or assumed contemporaneously with,
or within 270 days after, such acquisition or completion of such construction or
improvement (provided that such Lien does not extend to any other property or
assets and secures Debt in an amount that does not exceed such purchase price or
cost of construction, alteration or improvement); (vi) any Lien for taxes or
assessments or other governmental charges or levies that are not delinquent,
remain payable without penalty or are being contested in good faith by
appropriate proceedings promptly instituted and diligently conducted and for
which such reserve or other appropriate provision, if any, as


                                       31
<PAGE>

may be required in accordance with generally accepted accounting principles has
been made; (vii) any Lien to secure obligations under workmen's compensation
laws or similar legislation; (viii) any Lien incurred to secure the performance
of statutory obligations or bids, surety or appeal bonds, performance or
return-of-money bonds or other obligations of a like nature incurred in the
ordinary course of business; (ix) any Lien securing Debt owing by the Issuer to
a Wholly Owned Subsidiary (provided that, for purposes of this covenant and the
covenant described in Section 3.07 upon either (a) the transfer or other
disposition of any Debt secured by such Lien to a Person other than another
Subsidiary of the Issuer or (b) the issuance (other than directors' qualifying
shares), sale, lease, transfer or other disposition of more than a majority of
the capital stock of or any other ownership interest in such Subsidiary to which
such secured Debt is owed to a Person other than the Issuer or another
Subsidiary of the Issuer, the provisions described in this clause (ix) will no
longer be applicable to such Lien and such Lien will be subject (if otherwise
subject) to the requirements of this Section 3.06 without regard to this clause
(ix)); (x) any Lien arising in the ordinary course of business in favor of a
customer; (xi) any Lien on assets identified as "Restricted Cash" on the
Issuer's balance sheet which is payable to third parties; (xii) any Lien
associated with a sale or discount of accounts receivable of the Issuer or its
Subsidiaries provided that such Lien (a) does not involve the creation of a Lien
or negative pledge on any accounts receivable not so sold or discounted and (b)
does not involve in the aggregate the sale or discount of accounts receivable
having a book value exceeding $100,000,000; (xiii) Lien securing obligations not
exceeding $100,000,000 in the aggregate on the assets of single purpose
Subsidiaries; (xiv) any Lien in favor of the Trustee in respect of expenses
incurred or services rendered pursuant to the Indenture; (xv) any Lien
(including judgment Liens) arising from legal proceedings being contested in
good faith; (xvi) Liens in connection with synthetic leases which do not exceed
$250,000,000 in the aggregate at any one time; (xvii) any Lien securing
industrial revenue bonds, pollution control bonds or other similar tax exempt
bonds; (xviii) extensions, renewals or replacements (or successive extensions,
renewals, or replacements), as a whole or in part, of any Lien referred to in
the foregoing clauses (i) through (xviii) (whether covering the same or
additional properties or assets or combined with other property or assets) and
(xix) any Lien to secure Debt, or any Sale and Leaseback Transaction, if, after
giving effect thereto the sum of: (i) the amount of all Debt secured by all
Liens incurred on or after the date the Securities are issued and outstanding at
any one time and otherwise prohibited by Section 3.06 and (ii) the Attributable
Value of Sale and Leaseback Transactions entered into on or after the date the
Securities are issued and otherwise prohibited by Section 3.07 and outstanding
at any one time does not exceed 10% of Consolidated Tangible Assets.

      Section 3.07. Limitations on Sale and Leaseback Transactions. The Issuer
will not, and will not permit any Restricted Subsidiary to, enter into any Sale
and Leaseback Transaction (except for a period not exceeding 36 months) unless
(i) the Issuer or such Restricted Subsidiary would be entitled to enter into
such Sale and Leaseback Transaction pursuant to the provisions described in the
second paragraph of Section 3.06 or, if after giving effect to such Sale and
Leaseback Transaction, the sum of: (a) the amount of all Debt secured by all
Liens incurred on or after the date the Securities are


                                       32
<PAGE>

issued and outstanding at any one time and otherwise prohibited by Section 3.06
and (b) the Attributable Value of Sale and Leaseback Transactions entered into
on or after the date the Securities are issued and otherwise prohibited by
Section 3.07 and outstanding at any one time does not exceed 10% of the
Consolidated Tangible Assets without equally and ratably securing the Debt
Securities or (ii) the Issuer or a Subsidiary of the Issuer applies, within 180
days after the related Sale Transaction, an amount equal to the Net Available
Proceeds of such Sale Transaction (a) to the redemption or retirement of Debt
Securities, to the retirement of other Issuer Debt that is pari passu with the
Debt Securities or of Subsidiary Debt or, to the extent there is no such Issuer
Debt or Subsidiary Debt, other Issuer Debt or (b) to the purchase of or
investment in property, securities, or other assets (other than cash or cash
equivalents) having a fair market value, determined at the time of such
purchase, at least equal to the Net Available Proceeds of such sale and which
will be used (or, in the case of any securities, are capital stock issued by a
company engaged) in the business of the Issuer and its Restricted Subsidiaries
as then being conducted. Debt Securities redeemed or otherwise retired pursuant
to the provision described above may not be used as credits against any sinking
fund obligations. The foregoing limitation will not apply to any extension,
renewal or replacement (or a successive extension, renewal or replacement) in
whole or in part of a Sale and Leaseback Transaction.

      Section 3.08. Existence. Subject to Article 9, the Issuer 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 Issuer shall not be required to preserve any such right or franchise if
the Board of Directors (or, in the case only of a franchise, an officer of the
Issuer) shall determine that the preservation thereof is no longer desirable in
the conduct of the business of the Issuer and that the loss thereof is not
disadvantageous in any material respect to the Holders.

                                    ARTICLE 4

    LISTS OF HOLDERS OF SECURITIES AND REPORTS BY THE ISSUER AND THE TRUSTEE

      Section 4.01. Lists of Holders of Securities. If and so long as the
Trustee shall not be the Security registrar for the Securities of any series,
the Issuer will furnish or cause to be furnished to the Trustee a list in such
form as the Trustee may reasonably require of the names and addresses of the
holders of the Securities of each series pursuant to Section 312 of the Trust
Indenture Act:

      (a) semi-annually and not more than 15 days after each record date for the
payment of interest on such Securities, as hereinabove specified, as of such
record date and on dates to be determined pursuant to Section 2.03 for
non-interest bearing securities in each year, and


                                       33
<PAGE>

      (b) at such other times as the Trustee may request in writing, within 30
days after receipt by the Issuer of any such request as of a date not more than
15 days prior to the time such information is furnished.

      Section 4.02. Preservation and Disclosure of Lists of Holders of
Securities.

      (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the Holders of
each series of Securities received by it either in its capacity as Trustee or
Security registrar. The Trustee may destroy any list furnished to it as provided
in Section 4.01 upon receipt of a new list so furnished.

      (b) In case three or more holders of Securities (hereinafter referred to
as "APPLICANTS") apply in writing to the Trustee and furnish to the Trustee
reasonable proof that each such applicant has owned a Security for a period of
at least six months preceding the date of such application, and such application
states that the applicants desire to communicate with other holders of
Securities of a particular series (in which case the applicants must all hold
Securities of such series) or with holders of all Securities with respect to
their rights under this Indenture or under such Securities and such application
is accompanied by a copy of the form of proxy or other communication which such
applicants propose to transmit, then the Trustee shall, within five Business
Days after the receipt of such application, at its election, either

            (i) afford to such applicants access to the information preserved at
      the time by the Trustee in accordance with the provisions of subsection
      4.02(a) of this Section, or

            (ii) inform such applicants as to the approximate number of holders
      of Securities of such series or all Securities, as the case may be, whose
      names and addresses appear in the information preserved at the time by the
      Trustee, in accordance with the provisions of subsection 4.02(a) of this
      Section, and as to the approximate cost of mailing to such holders of
      Securities the form of proxy or other communication, if any, specified in
      such application.

      If the Trustee shall elect not to afford to such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each holder of Securities of such series or all Securities, as the case
may be, whose name and address appears in the information preserved at the time
by the Trustee in accordance with the provisions of subsection 4.02(a) of this
Section a copy of the form of proxy or other communication which is specified in
such request, with reasonable promptness after a tender to the Trustee of the
material to be mailed and of payment, or provision for the payment, of the
reasonable expenses of mailing; otherwise the Trustee shall be relieved of any
obligation or duty to such applicants respecting their application.

      (c) Each and every holder of Securities, by receiving and holding the
same, agrees with the Issuer and the Trustee that neither the Issuer nor the
Trustee nor any agent


                                       34
<PAGE>

of the Issuer or the Trustee shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the holders
of Securities in accordance with the provisions of Section 4.01 or this Section,
regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any material pursuant
to a request made in compliance with subsection 4.02(b) of this Section.

      Section 4.03. Reports by the Issuer. The Issuer covenants to file with the
Trustee, within 15 days after the Issuer is required to file the same with the
Commission, copies of the annual reports and of all Form 10Ks and Form 10Qs
which the Issuer may be required to file with the Commission pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934.

      Section 4.04. Reports by the Trustee. Any Trustee's report required under
Section 313(a) of the Trust Indenture Act shall be transmitted to the holders of
Securities to which such report pertains on or before July 15 in each year
following the date hereof, so long as any such Securities are Outstanding
hereunder, and shall be dated as of a date convenient to the Trustee no more
than 60 nor less than 45 days prior thereto. The Trustee also shall comply with
Section 313(b) of the Trust Indenture Act. The Trustee shall also transmit all
reports as required by Section 313(c) of the Trust Indenture Act. A copy of each
such report shall, at the time of such transmission to holders of Securities, be
furnished to the Issuer and be filed by the Trustee with each stock exchange
upon which the Securities of any applicable series are listed and also with the
Commission. The Issuer agrees to notify the Trustee with respect to any series
when and as the Securities of such series become admitted to trading on any
national securities exchange.

                                    ARTICLE 5

      REMEDIES OF THE TRUSTEE AND HOLDERS OF SECURITIES ON EVENT OF DEFAULT

      Section 5.01. Event of Default Defined; Acceleration of Maturity, Waiver
of Default. "EVENT OF DEFAULT" with respect of Securities of any series wherever
used herein, means each one of the following events which shall have occurred
and be continuing (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):

      (a) failure to pay principal of any Security of that series when due;

      (b) failure to pay any interest on any Securities of that series when due,
continued for 30 days;

      (c) failure to deposit any sinking fund payment, when due, in respect of
any Security of that series;


                                       35
<PAGE>

      (d) failure to perform any other covenant of the Issuer in this Indenture
(other than a covenant included in this indenture solely for the benefit of a
series other than that series), continued for 90 days after written notice has
been given by the Trustee, or the Holders of at least 25% in principal amount of
the Outstanding Securities of that series, as provided in this Indenture;

      (e) a default or defaults under any note(s) or other evidence(s) of Debt
(including Securities of another series), or any agreement(s) or instrument(s)
(including this Indenture) under which there may be issued or by which there may
be secured or evidenced any Debt of the Issuer or any Subsidiary having a
principal amount outstanding, individually or in the aggregate, of at least
$50,000,000, and whether existing on or created after the date of this
Indenture, which default or defaults (i) constitute a failure to pay any portion
of the principal of such Debt when due (after the expiration of any applicable
grace period) or (ii) have resulted in acceleration of any portion of such Debt
having an aggregate principal amount equal to or in excess of $50,000,000,
without the overdue or accelerated portion of such Debt having been discharged,
or without such acceleration having been rescinded or annulled by the holders of
such Debt, within 30 days after written notice has been given by the Trustee or
the Holders of at least 25% in principal amount of the Outstanding Securities of
such series, as provided in this Indenture;

      (f) a final judgment or final judgments for the payment of money are
entered against the Issuer or any Significant Subsidiary of the Issuer in an
aggregate amount in excess of $50,000,000 by a court or courts of competent
jurisdiction, unless such judgments are fully discharged, bonded or stayed
within 60 days after the right to appeal such judgments has expired;

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

      (h) the commencement by the Issuer or a Significant Subsidiary of a
voluntary case or proceeding under any applicable Federal or State bankruptcy,
insolvency, reorganization or other similar law or of any other case or
proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to
the entry of a decree or order for relief in respect of the Issuer or a
Significant Subsidiary in an involuntary case or proceeding


                                       36
<PAGE>

under any applicable Federal or State bankruptcy, insolvency, reorganization or
other similar law or the commencement of any bankruptcy or insolvency case or
proceeding against it, or the filing by it of a petition or answer or consent
seeking reorganization or relief under any applicable Federal or State law, or
the consent by it to the filing of such petition or the appointment of or taking
possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator
or other similar official of the Issuer or of a Significant Subsidiary or of any
substantial part of its property, or the making by it of an assignment for the
benefit of creditors, or the admission by it in writing of its inability to pay
its debts generally as they become due, or the taking of corporate action by the
Issuer or a Significant Subsidiary in furtherance of any such action; and

      (i) other or different Events of Default with respect to Securities of a
particular series if so established pursuant to Section 2.03.

      If an Event of Default (other than an Event of Default specified in
Section 5.01(g) or (h)) with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case, unless the
principal of all of the Securities of such series shall have already become due
and payable, either 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 and the interest accrued thereon, if
any, (or, if any Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may be
specified by the terms thereof) to be due and payable immediately, by a notice
in writing to the Issuer (and to the Trustee if given by Holders), and upon any
such declaration the same shall become immediately due and payable. If an Event
of Default specified in Section 5.01(g) or (h) with respect to Securities of any
series at the time Outstanding occurs, the principal amount of all the
Securities of that series and the interest accrued thereon, if any, (or, if any
Securities of that series are original Issue Discount Securities, such portion
of the principal amount of such Securities 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.

      The foregoing provisions, however, are subject to the condition that, if
at any time after the principal (or, if the Securities are Original Issue
Discount Securities such portion of the principal as may be specified in the
terms thereof) of the Securities of any series shall have been so declared due
and payable, and before any judgment or decree for the payment of the moneys due
shall have been obtained or entered as hereinafter provided, the Issuer shall
pay or shall deposit with the Trustee a sum sufficient to pay all matured
installments of interest upon all the Securities of such series and the
principal of any or all Securities of such series which shall have become due
otherwise than by acceleration (with interest upon such principal and, to the
extent that payment of such interest is enforceable under applicable law, on
overdue installments of interest, at the same rate as the rate of interest or
Yield to Maturity (in the case of Original Issue Discount Securities) specified
in the Securities of such series, to the date of such payment or deposit) and
such amount as shall be sufficient to cover reasonable compensation to the
Trustee, its agent,


                                       37
<PAGE>

and counsel, and all other reasonable expenses and liabilities incurred, and all
reasonable advances made by, and all amounts due the Trustee under Section 6.06
herein except as a result of its negligence or willful misconduct, and if any
and all Events of Default under the Indenture, other than the non-payment of the
principal of Securities which shall have become due by acceleration, shall have
been cured, waived or otherwise remedied as provided herein -- then and in every
such case the Holders of a majority in aggregate principal amount of all the
Securities of such series, such series voting as a separate class, then
Outstanding, by written notice to the Issuer and to the Trustee, may waive all
defaults with respect to such series and rescind and annul such declaration and
its consequences, but no such waiver or rescission and annulment shall extend to
or shall affect any subsequent default or shall impair any right consequent
thereon.

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

      Section 5.02. Collection of Indebtedness by Trustee; Trustee May Prove
Debt. The Issuer covenants that in case (a) default shall be made in the payment
of any installment of interest on any of the Securities of any series when such
interest shall have become due and payable, and such default shall have
continued for a period of 30 days or (b) default shall be made in the payment of
all or any part of the principal of any of the Securities of any series when the
same shall have become due and payable, whether upon maturity of the Securities
of such series or upon any redemption or by declaration or otherwise, then in
either such case, upon demand of the Trustee, the Issuer will pay to the Trustee
for the benefit of the holders of the Securities of such series the whole amount
that then shall have become due and payable on all Securities of such series for
principal or interest, as the case may be (with interest to the date of such
payment upon the overdue principal and, to the extent that payment of such
interest is enforceable under applicable law, on overdue installments of
interest at the same rate as the rate of interest or Yield to Maturity (in the
case of Original Issue Discount Securities) specified in the Securities of the
series); and in addition thereto, such further amount as shall be sufficient to
cover the costs and expenses of collection, including reasonable compensation to
the Trustee and each predecessor Trustee, their respective agents and counsel,
and any reasonable expenses and liabilities incurred by, and all advances made
by, and all amounts due, the Trustee and each predecessor Trustee under Section
6.06 herein except as a result of its negligence or willful misconduct.


                                       38
<PAGE>

      Until such demand is made by the Trustee, the Issuer may pay the principal
of and interest on the Securities of any series to the registered holders,
whether or not the principal of and interest on the Securities of such series
are overdue.

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

      In case there shall be pending proceedings relative to the Issuer or any
other obligor upon the Securities under Chapter 11 of the United States Code or
any other applicable Federal or state bankruptcy, insolvency or similar law, or
in case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or
taken possession of the Issuer or its property or such other obligor, or in case
of any other comparable judicial proceedings relative to the Issuer or other
obligor upon the Securities of any series, or to the creditors or property of
the Issuer or such other obligor, the Trustee, irrespective of whether the
principal of any Securities shall then be due and payable as therein expressed
or by declaration or otherwise and irrespective of whether the Trustee shall
have made any demand pursuant to the provisions of this Section, shall be
entitled and empowered, by intervention in such proceedings or otherwise:

      (a) to file and prove a claim or claims for the whole amount of principal
and interest (or, if the Securities of any series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of such series) owing and unpaid in respect of the Securities of any
series, and to file such other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for
reasonable compensation to the Trustee and each predecessor Trustee, and their
respective agents and counsel, and for reimbursement of all reasonable expenses
and liabilities incurred, all reasonable advances made, by the Trustee and each
predecessor Trustee, and all amounts due the Trustee under Section 6.06 herein,
except as a result of its negligence or willful misconduct), and of the holders
of the Securities allowed in any judicial proceedings relative to the Issuer or
other obligor upon the Securities of any series, or to the creditors or property
of the Issuer or such other obligor,

      (b) unless prohibited by applicable law and regulations, to vote on behalf
of the holders of the Securities of any series in any election of a trustee or a
standby trustee in arrangement, reorganization, liquidation or other bankruptcy
or insolvency proceedings or person performing similar functions in comparable
proceedings, and


                                       39
<PAGE>

      (c) to collect and receive any moneys or other property payable or
deliverable on any such claims, and to distribute all amounts received with
respect to the claims of the holders of the Securities and of the Trustee on
their behalf; and any trustee, receiver, or liquidator, custodian or other
similar official is hereby authorized by each of the holders of the Securities
to make payments to the Trustee, and, in the event that the Trustee shall
consent to the making of payments directly to the holders of the Securities, to
pay to the Trustee such amounts as shall be sufficient to cover reasonable
compensation to the Trustee, each predecessor Trustee and their respective
agents and counsel, and all reasonable expenses and liabilities incurred, and
all reasonable advances made, by the Trustee and each predecessor Trustee except
as a result of negligence or willful misconduct and all other amounts due to the
Trustee or any predecessor Trustee pursuant to Section 6.06.

      Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or vote for or accept or adopt on behalf of any holder
of the Securities any plan of reorganization, arrangement, adjustment or
composition affecting the Securities of any series or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
holder of the Securities in any such proceeding except, as aforesaid, to vote
for the election of a trustee in bankruptcy or similar person.

      All rights of action and of asserting claims under this Indenture, or
under any of the Securities of any series, may be enforced by the Trustee
without the possession of any of the Securities of such series or the production
thereof on any trial or other proceedings relative thereto, and any such action
or proceedings instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment, subject to the
payment of reasonable expenses, disbursements and compensation of the Trustee,
each predecessor Trustee and their respective agents and attorneys, shall be for
the ratable benefit of the holders of the Securities in respect of which such
action was taken.

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

      Section 5.03. Application of Proceeds. Any moneys collected by the Trustee
pursuant to this Article in respect of any series shall be applied in the
following order at the date or dates fixed by the Trustee and, in case of the
distribution of such monies on account of principal or interest, upon
presentation of the several Securities in respect of which monies have been
collected and stamping (or otherwise noting) thereon the payment, or issuing
Securities of such series in reduced principal amounts in exchange for the
presented Securities of like series if only partially paid, or upon surrender
thereof if fully paid:


                                       40
<PAGE>

            FIRST: To the payment of costs and expenses applicable to such
      series in respect of which monies have been collected, including
      reasonable compensation to the Trustee and each predecessor Trustee and
      their respective agents and attorneys and of all reasonable expenses and
      liabilities incurred, and all reasonable advances made, by the Trustee and
      each predecessor Trustee, and all other amounts due to the Trustee or any
      predecessor Trustee pursuant to Section 6.06, except as a result of
      negligence or willful misconduct;

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

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

            FOURTH: To the payment of the remainder, if any, to the Issuer.

      Section 5.04. Suits for Enforcement. In case an Event of Default has
occurred, has not been waived and is continuing, the Trustee may in its
discretion (but shall not be obligated to) proceed to protect and enforce the
rights vested in it by this Indenture by such appropriate judicial proceedings
as the Trustee shall deem most effectual to protect and enforce any of such
rights, either at law in equity or in bankruptcy or otherwise, whether for the
specific enforcement or any covenant or agreement contained in this Indenture or
in aid of the exercise of any power granted in this Indenture or to enforce any
other legal or equitable right vested in the Trustee by this Indenture or by
law.


                                       41
<PAGE>

      Section 5.05. Restoration of Rights on Abandonment of Proceedings. In case
the Trustee shall have proceeded to enforce any right under this Indenture and
such proceedings shall have been discontinued or abandoned for any reason or
shall have been determined adversely to the Trustee, then and in every such case
the Issuer and the Trustee shall be restored respectively to their former
positions and rights hereunder, and all rights, remedies and powers of the
Issuer, the Trustee and the holders of Securities shall continue as though no
such proceedings had been taken.

      Section 5.06. Limitations on Suits by Holders of Securities. No holder of
any Security of any series shall have any right by virtue or by availing of any
provisions of this Indenture to institute any action or proceeding at law or in
equity or in bankruptcy or otherwise upon or under or with respect to this
Indenture, or for the appointment of a trustee, receiver, liquidator, custodian
or other similar official or for any other remedy hereunder, unless such Holder
previously shall have given to the Trustee written notice of an Event of Default
and of the continuance thereof, as hereinbefore provided, and unless also the
holders of not less than 25% in aggregate principal amount of the Securities of
such series then Outstanding shall have made written request upon the Trustee to
institute such action or proceedings in respect of such Event of Default in its
own name as Trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby and the Trustee for 60 days after
its receipt of such notice, request and offer of indemnity shall have failed to
institute any such action or proceeding and no direction inconsistent with such
written request shall have been given to the Trustee during such 60 day period
pursuant to Section 5.09; it being understood and intended, and being expressly
covenanted by the holder of every Security with every other Holder and the
Trustee, that no one or more holders of Securities of any series shall have any
right in any manner whatever by virtue or by availing of any provision of this
Indenture to affect, disturb or prejudice the rights of any other such holder of
Securities, or to obtain or seek to obtain priority over or preference to any
other such Holder or to enforce any right under this Indenture, except in the
manner herein provided and for the equal, ratable and common benefit of all
holders of Securities of the applicable series. For the protection and
enforcement of the provisions of this Section, each and every holder of
Securities and the Trustee shall be entitled to such relief as can be given
either at law or in equity.

      Section 5.07. Unconditional Right of Holders of Securities to Institute
Certain Suits. Notwithstanding any other provision in this Indenture and any
provision of any Security, the right of any holder of any Security to receive
payment of the principal of and interest on such Security on or after the
respective due dates expressed in such Security, or to institute suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of such Holder.

      Section 5.08. Powers and Remedies Cumulative, Delay or Omission Not Waiver
of Default. Except as otherwise provided in Section 5.06 and with respect to the
replacement or payment of mutilated, defaced or destroyed, lost or stolen
Securities in the last sentence of Section 2.10, no right or remedy herein
conferred upon or reserved to the


                                       42
<PAGE>

Trustee or to the holders of Securities 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.

      No delay or omission of the Trustee or of any holder of Securities to
exercise any right or power accruing upon any Event of Default occurring and
continuing as aforesaid shall impair any such right or power or shall be
construed to be a waiver of any such Event of Default or an acquiescence
therein; and, subject to Section 5.06, every power and remedy given by this
Indenture or by law to the Trustee or to the holders of Securities may be
exercised from time to time, and as often as shall be deemed expedient, by the
Trustee or by the holders of Securities, as the case may be.

      Section 5.09. Control by Holders of Securities. The Holders of a majority
in aggregate principal amount of the Securities of each series affected (with
each series voting as a separate class) at the time Outstanding shall have the
right to direct the time, method, and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred on
the Trustee with respect to the Securities of such series by this Indenture;
provided that such direction shall not be otherwise than in accordance with law
and the provisions of this Indenture and provided further that (subject to the
provisions of Section 6.01), the Trustee shall have the right to decline to
follow any such direction if the Trustee, being advised by counsel, shall
determine that the action or proceeding so directed may not lawfully be taken or
if the Trustee in good faith by its board of directors, the executive committee,
or a trust committee of directors or responsible officers of the Trustee shall
determine that the action or proceedings so directed would involve the Trustee
in personal liability or if the Trustee in good faith shall so determine that
the actions or forebearances specified in or pursuant to such direction would be
unduly prejudicial to the interests of holders of the Securities of all series
so affected not joining in the giving of said direction, it being understood
that (subject to Section 6.01) the Trustee shall have no duty to ascertain
whether or not such actions or forebearances are unduly prejudicial to such
Holders.

      Nothing in this Indenture shall impair the right of the Trustee in its
discretion to take any action deemed proper by the Trustee and which is not
inconsistent with such direction or directions by holders of Securities.

      Section 5.10. Waiver of Past Defaults. The Holders of a majority in
aggregate principal amount of the Securities of any series at the time
Outstanding may, on behalf of the holders of all Securities of such series,
waive compliance by the Issuer with any covenant described in Articles 3 or 9 or
any covenant in a supplemental indenture, other than covenants which cannot be
modified or amended without the consent of the holder of each Security affected.
Prior to the declaration of the acceleration of the maturity of the Securities
of any series as provided in Section 5.01, the Holders of a majority in


                                       43
<PAGE>

aggregate principal amount of the Securities of such series at the time
Outstanding (each such series voting as a separate class) with respect to which
an Event of Default shall have occurred and be continuing may, on behalf of the
holders of all the Securities of such series, waive any past default or Event of
Default described in Section 5.01 (or any other Event of Default specified in a
supplemental indenture or resolution of the Board of Directors), and its
consequences except a default in the payment of principal or interest and in
respect of a covenant or provisions hereof which cannot be modified or amended
without the consent of the holder of each Security affected. In the case of any
such waiver, the Issuer, the Trustee and the holders of the Securities of such
series shall be restored to their former positions and rights hereunder,
respectively; but no such waiver shall extend to any subsequent or other default
or impair any right consequent thereon.

      Upon any such waiver, such default shall cease to exist and be deemed to
have been cured and not to have occurred, and any Event of Default arising
therefrom shall be deemed to have been cured, and not to have occurred for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other default or Event of Default or impair any right consequent thereon.

      Section 5.11. Trustee to Give Notice of Default, But May Withhold in
Certain Circumstances. The Trustee shall, within 90 days after the occurrence of
a default with respect to the Securities of any series, give notice of all
defaults with respect to that series actually known to a Responsible Officer of
the Trustee to all Holders of then Outstanding Securities of that series, by
mailing such notice to such Holders at their addresses as they shall appear in
the registry books, unless in each case such defaults shall have been cured
before the mailing or publication of such notice (the term "DEFAULT" for the
purpose of this Section being hereby defined to mean any event or condition
which is, or with notice or lapse of time or both would become, an Event of
Default); provided that, except in the case of default in the payment of the
principal of or interest on any of the Securities of such series, or in the
payment of any sinking or purchase fund installment with respect to the
Securities 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 trustees and/or responsible officers of the
Trustee in good faith determines that the withholding of such notice is in the
interests of the holders of Securities of such series.

      Section 5.12. Right of Court to Require Filing of Undertaking to Pay
Costs. All parties of this Indenture agree, and each holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken, suffered
or omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any holder of


                                       44
<PAGE>

Securities or group of holders of Securities of any series holding in the
aggregate more than 10% in aggregate principal amount of the Securities
Outstanding of such series or to any suit instituted by any holder of Securities
for the enforcement of the payment of the principal of or interest on any
Security on or after the due date expressed in such Security.

      Section 5.13. Actual Knowledge of Trustee. The Trustee shall not be deemed
to have knowledge of any default or Event of Default except (i) a default under
Section 5.01(a) or (b) so long as the Trustee is Paying Agent or (ii) any
default or Event of Default of which the Trustee shall have received written
notification or a Responsible Officer charged with the administration of this
Indenture shall have obtained actual knowledge, and such notification shall not
be deemed to include receipt of information obtained in any report or other
documents furnished under Section 3.05 of this Indenture.

      Section 5.14. Waiver of Usury, Stay or Extension Laws. The Issuer
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 Issuer (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.

                                    ARTICLE 6

                             CONCERNING THE TRUSTEE

      Section 6.01. Duties and Responsibilities of the Trustee; During Default;
Prior to Default. With respect to the holders of any series of Securities issued
hereunder, the Trustee, prior to the occurrence of an Event of Default with
respect to the Securities of a particular series and after the curing or waiving
of all Events of Default which may have occurred with respect to such series,
undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture. In case an Event of Default actually known to a
Responsible Officer of the Trustee with respect to the Securities of a series
shall have occurred (which has not been cured or waived) 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 under the circumstances in the conduct of his own affairs.

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


                                       45
<PAGE>

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

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

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

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

      (c) 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 pursuant to Section 5.09 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.

      None of the provisions contained in this Indenture shall require the
Trustee to expend or risk funds or otherwise incur financial liability in the
performance of any of its duties or in the exercise of any of its rights or
powers hereunder, if, in its opinion, there shall be a reasonable ground for
believing that the repayment of such funds or adequate indemnity against such
liability is not reasonably assured to it.

      The provisions of this Section 6.01 are in furtherance of and subject to
Sections 315 and 316 of the Trust Indenture Act.

      Section 6.02. Certain Rights of the Trustee. In furtherance of and subject
to the Trust Indenture Act, and subject to Section 6.01:

      (a) the Trustee may conclusively rely and shall be fully protected in
acting or refraining from acting upon any resolution, Officers' Certificate or
any other certificate, statement, instrument, opinion, report, notice, request,
consent, order, bond, debenture,


                                       46
<PAGE>

note, security or other paper or document believed by it to be genuine and to
have been signed or presented by the proper party or parties;

      (b) any request, direction, order or demand of the Issuer mentioned herein
shall be sufficiently evidenced by an Officers' Certificate (unless other
evidence in request thereof be herein specifically prescribed); and any
resolution of the Board of Directors may be evidenced to the Trustee by a copy
thereof certified by the secretary or an assistant secretary of the Issuer;

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

      (d) the Trustee shall be under no obligation to exercise any of the trusts
or powers vested in it by this Indenture at the request, order or direction of
any of the holders of Securities pursuant to the provisions of this Indenture,
unless such holders of Securities shall have offered to the Trustee reasonable
indemnity against the costs, expenses and liabilities which might be incurred
therein or thereby;

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

      (f) prior to the occurrence of an Event of Default hereunder and after the
curing or waiving of all Events of Default, the Trustee shall not be bound to
make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request, consent,
order, approval, appraisal, bond, debenture, note, security, or other paper or
document unless requested in writing so to do by the holders of not less than a
majority in aggregate principal amount of the Securities of all series affected
then Outstanding; provided that, if the payment within a reasonable time to the
Trustee of the costs, expenses or liabilities likely to be incurred by it in
making such investigation is, in the opinion of the Trustee, not reasonably
assured to the Trustee, the Trustee may require reasonable indemnity against
such expenses or liabilities as a condition to proceeding; the reasonable
expenses of every such investigation shall be paid by the Issuer or, if paid by
the Trustee or any predecessor Trustee, shall be repaid by the Issuer upon
demand;

      (g) 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 not regularly in its employ and the Trustee shall not be responsible
for any misconduct or negligence on the part of any such agent or attorney
appointed with due care by it hereunder;

      (h) the discretionary rights provided to the Trustee hereunder shall not
be construed as duties of the Trustee; and


                                       47
<PAGE>

      (i) every provision of this Indenture that in any way relates to the
Trustee, in any roles hereunder, shall be subject to this Article 6.

      Section 6.03. Trustee Not Responsible for Recitals, Disposition of
Securities or Application of Proceeds Thereof. The recitals contained herein and
in the Securities, except the Trustee's certificates of authentication, shall be
taken as the statements of the Issuer, and the Trustee assumes no responsibility
for the correctness of the same. The Trustee makes no representation as to the
validity, sufficiency or priority of this Indenture or of the Securities. The
Trustee shall not be accountable for the use or application by the Issuer of any
of the Securities or of the proceeds thereof.

      Section 6.04. Trustee and Agents May Hold Securities; Collections, etc.
The Trustee or any agent of the issuer or the Trustee, in its individual or any
other capacity, may become the owner or pledgee of Securities with the same
rights it would have if it were not the Trustee or such agent and may otherwise
deal with the Issuer and receive, collect, hold and retain collections from the
Issuer with the same rights it would have if it were not the Trustee or such
agent.

      Section 6.05. Moneys Held by Trustee. Subject to the provisions of Section
10.05 hereof, all moneys received by the Trustee shall, until used or applied as
herein provided, be held in trust for the purposes for which they were received,
but need not be segregated from other funds except to the extent required by
mandatory provisions of law. Neither the Trustee nor any agent of the Issuer or
the Trustee shall be under any liability for interest on any moneys received by
it hereunder.

      Section 6.06. Compensation and Indemnification of Trustee and Its Prior
Lien. The Issuer covenants and agrees to pay to the Trustee from time to time,
and the Trustee shall be entitled to, reasonable compensation (which shall not
be limited by any provision of law in regard to the compensation of a Trustee of
an express trust) and the Issuer covenants and agrees to pay or reimburse the
Trustee and each predecessor Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by or on behalf of it in
connection with this Indenture (including the reasonable compensation and the
expenses and disbursements of its counsel and of all agents and other persons
not regularly in its employ) except to the extent any such expense, disbursement
or advance may arise from its negligence or willful misconduct The Issuer also
covenants to indemnify the Trustee and its directors, officers, employees and
agents and each predecessor Trustee (collectively, the "Indemnitees") for, and
to hold them, harmless against, any loss, liability or expense, incurred without
negligence or willful misconduct, arising out of or in connection with the
acceptance or administration of this Indenture or the trusts hereunder and their
duties hereunder, including the costs and expenses of defending itself against
or investigating any claim of liability in the premises. The obligations of the
Issuer under this Section to compensate and indemnify the Indemnitees and to pay
or reimburse the Indemnitees for expenses, disbursements and advances shall
constitute additional indebtedness hereunder and shall survive the satisfaction
and discharge of this Indenture. Such additional indebtedness shall be a prior


                                       48
<PAGE>

lien to that of the Securities upon all property and funds held or collected by
the Trustee as such, except funds held in trust for the benefit of the holders
of particular Securities, and the Securities are hereby subordinated to such
prior lien.

      Section 6.07. Right of Trustee to Rely on Officers' Certificates, etc.
Subject to Sections 6.01 and 6.02, whenever in the administration of the trusts
of this Indenture the Trustee shall deem it necessary or desirable that a matter
be proved or established prior to taking or suffering or omitting any action
hereunder the Trustee may request and such matter (unless other evidence in
respect thereof be herein specifically prescribed) may, in the absence of
negligence or willful misconduct on the part of the Trustee, be deemed to be
conclusively proved and established by an Officers' Certificate delivered to the
Trustee, and such certificate, in the absence of negligence or willful
misconduct on the part of the Trustee, shall be full warrant to the Trustee for
any action taken, suffered or omitted by it under the provisions of this
Indenture upon the faith thereof.

      Section 6.08. Persons Eligible for Appointment as Trustee. The Trustee for
each series of Securities hereunder shall at all times be a corporation having a
combined capital and surplus of at least $50,000,000, and which is eligible in
accordance with the provisions of Section 310(a) of the Trust Indenture Act. If
such corporation or Person publishes reports of condition at least annually,
pursuant to law or to the requirements of a Federal, State or District of
Columbia supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such corporation or 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 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 6.09. Resignation and Removal; Appointment of Successor Trustee.
(a) The Trustee, or any Trustee or Trustees hereafter appointed, may at any time
resign with respect to one or more or all series of Securities by giving 60 days
advance written notice of resignation to the Issuer and, in accordance with
Section 4.04 herein, to the Holders. Upon receiving such notice of resignation,
the Issuer shall promptly appoint a successor Trustee or Trustees with respect
to the applicable series by written instrument in duplicate, executed by
authority of the Board of Directors, one copy of which instrument shall be
delivered to the resigning Trustee and one copy to the successor Trustee or
Trustees. If no successor Trustee shall have been so appointed with respect to
any series and have accepted appointment within 30 days after the mailing of
such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee, or any holder
of Securities who has been a bona fide holder of a Security or Securities of the
applicable series for at least six months may, subject to the provisions of
Section 5.12, on behalf of himself and all others similarly situated, petition
any such court for the appointment of a successor Trustee. Such court may
thereupon, after such notice, if any, as it may deem proper and prescribe,
appoint a successor Trustee.


                                       49
<PAGE>

      (b) In case at any time any of the following shall occur:

            (i) the Trustee shall fail to comply with the provisions of Section
      310(b) of the Trust Indenture Act with respect to any series of Securities
      after written request therefor by the Issuer or by any holder of
      Securities who has been a bona fide holder of a Security or Securities of
      such series for at least six months; or

            (ii) the Trustee shall cease to be eligible in accordance with the
      provisions of Section 310(a) of the Trust Indenture Act and shall fail to
      resign after written request therefor by the Issuer or by any holder of
      Securities; or

            (iii) the Trustee shall become incapable of acting with respect to
      any series of Securities, or shall be adjudged bankrupt or insolvent, or a
      receiver or liquidator 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, the Issuer may remove the Trustee with respect to the
applicable series of Securities and appoint a successor Trustee for such series
by written instrument, in duplicate, executed by order of the Board of Directors
of the Issuer, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor Trustee, or, subject to Section 315(e) of
the Trust Indenture Act, any holder of Securities who has been a bona fide
holder of a Security or Securities 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 removal of the Trustee and the appointment of a
successor Trustee with respect to such series. Such court may thereupon, after
such notice, if any, as it may deem proper and prescribe, remove the Trustee and
appoint a successor Trustee.

      (c) The Holders of a majority in aggregate principal amount of the
Securities of each series at the time Outstanding may at any time remove the
Trustee with respect to Securities of such series and appoint a successor
Trustee with respect to the Securities of such series by delivering to the
Trustee so removed, to the successor Trustee so appointed and to the Issuer the
evidence provided for in Section 7.01 of the action in that regard taken by the
holders of Securities of such series.

      (d) Any resignation or removal of the Trustee with respect to any series
and any appointment of a successor Trustee with respect to such series pursuant
to any of the provisions of this Section 6.09 shall become effective upon
acceptance of appointment by the successor Trustee as provided in Section 6.10.

      Section 6.10. Acceptance of Appointment by Successor Trustee. Any
successor Trustee appointed as provided in Section 6.09 shall execute and
deliver to the Issuer and to its predecessor Trustee an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the
predecessor Trustee with respect to all or any applicable series shall become
effective and such successor Trustee, without any further


                                       50
<PAGE>

act, deed or conveyance, shall become vested with all rights, powers, duties and
obligations with respect to such series of its predecessor hereunder, with like
effect as if originally named as Trustee for such series hereunder; but,
nevertheless, on the written request of the Issuer or of the successor Trustee,
upon payment of its charges then unpaid, the Trustee ceasing to act shall,
subject to Section 10.05, assign, transfer and deliver to the successor Trustee
all moneys at the time held by it hereunder and shall execute and deliver an
instrument transferring to such successor Trustee all such rights, powers,
duties and obligations. Upon request of any such successor Trustee, the Issuer
shall execute any and all instruments in writing for more fully and certainly
vesting in and confirming to such successor Trustee all such rights and powers.
Any Trustee ceasing to act shall, nevertheless, retain a prior lien upon all
property or funds held or collected by such Trustee to secure any amounts then
due it pursuant to the provisions of Section 6.06.

      If a successor Trustee is appointed with respect to the Securities of one
or more (but not all) series, the Issuer, the predecessor Trustee and each
successor Trustee with respect to the Securities of any applicable series shall
execute and deliver an indenture supplemental hereto which shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the predecessor Trustee with respect to the
Securities of any series as to which the predecessor Trustee is not retiring
shall continue to be vested in the predecessor Trustee, and 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 under separate
indentures.

      Upon acceptance of appointment by any successor Trustee as provided in
this Section 6.10, the Issuer shall mail notice thereof by first class mail to
the holders of Securities of each series affected, by mailing such notice to
such Holders at their last addresses as they shall appear on the registry books.
Each notice shall include the name of the successor Trustee and the address of
its principal corporate trust office. If the acceptance of appointment is
substantially contemporaneous with the resignation, then the notice called for
by the preceding sentence may be combined with the notice called for by Section
6.09. If the Issuer fails to mail such notice within ten days after acceptance
of appointment by the successor Trustee, the successor Trustee shall cause such
notice to be mailed at the expense of the Issuer.

      Section 6.11. Merger, Conversion, Consolidation or Succession to Business
of Trustee. Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, by sale or otherwise, or any corporation
resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation succeeding to all or substantially all of
the corporate trust business of the Trustee, by sale or otherwise, shall be the
successor of the Trustee and all other appointments hereunder; provided, that
such corporation shall be eligible under the


                                       51
<PAGE>

provisions of Section 6.08, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding.

      In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture any of the Securities of any series shall have
been authenticated but not delivered by the Trustee ceasing to act, any such
successor to the Trustee may adopt the certificate of authentication of any
predecessor Trustee and deliver such Securities so authenticated; and, in case
at that time any of the Securities of any series shall not have been
authenticated by the Trustee ceasing to act, any successor to the Trustee may
authenticate such Securities either in the name of any predecessor Trustee
hereunder or in the name of the successor Trustee; and in all such cases such
certificate shall have the full force which it has anywhere in the Securities of
such series or in this Indenture provided that the certificate of the Trustee
shall have; provided, that the right to adopt the certificate of authentication
of any predecessor Trustee or to authenticate Securities of any series in the
name of any predecessor Trustee shall apply only to its successor or successors
by merger, conversion or consolidation.

      Section 6.12. Preferential Collection of Claims Against the Issuer. (a)
Subject to the provisions of subsection (b) of this Section, if the Trustee
shall be or shall become a creditor, directly or indirectly, secured or
unsecured, of the Issuer within three months prior to a default, as defined in
subsection (c) of this Section, or subsequent to such a default, then, unless
and until such default shall be cured, the Trustee shall set apart and hold in a
special account for the benefit of the Trustee individually, the holders of the
Securities and the holders of other indenture securities (as defined in this
Section):

      (1) an amount equal to any and all reductions in the amount due and owing
upon any claim as such creditor in respect of principal or interest, effected
after the beginning of such three months' period and valid as against the Issuer
and its other creditors, except any such reduction resulting from the receipt or
disposition of any property described in subsection (a)(2) of this Section, or
from the exercise of any right of set-off which the Trustee could have exercised
if a petition in bankruptcy had been filed by or against the Issuer upon the
date of such default; and

      (2) all property received by the Trustee in respect of any claim as such
creditor, either as security therefor, or in satisfaction or composition
thereof, or otherwise, after the beginning of such three months' period, or an
amount equal to the proceeds of any such property, if disposed of, subject,
however, to the rights, if any, of the Issuer and its other creditors in such
property or such proceeds.

      Nothing herein contained, however, shall affect the right of the Trustee:

      (A) to retain for its own account (i) payments made on account of any such
claim by any Person (other than the Issuer) who is liable thereon, (ii) the
proceeds of the bona fide sale of any such claim by the Trustee to a third
person, and (iii) distributions made in cash, securities or other property in
respect of claims filed against the Issuer in


                                       52
<PAGE>

bankruptcy or receivership or in proceedings for reorganization pursuant to
Title 11 of the United States Code or applicable state law;

      (B) to realize, for its own account, upon any property held by it as
security for any such claim, if such property was so held prior to the beginning
of such three months' period;

      (C) to realize, for its own account, but only to the extent of the claim
hereinafter mentioned, upon any property held by it as security for any such
claim, if such claim was created after the beginning of such three months'
period and such property was received as security therefor simultaneously with
the creation thereof, and if the Trustee shall sustain the burden of proving
that at the time such property was so received the Trustee had no reasonable
cause to believe that a default as defined in subsection (c) of this Section
would occur within three months; or

      (D) to receive payment on any claim referred to in paragraph (B) or (C),
against the release of any property held as security for such claim as provided
in such paragraph (B) or (C), as the case may be, to the extent of the fair
value of such property.

      For the purposes of paragraphs (B), (C) and (D), property substituted
after the beginning of such three months' period for property held as security
at the time of such substitution shall, to the extent of the fair value of the
property released, have the same status as the property released, and, to the
extent that any claim referred to in any of such paragraphs is created in
renewal of or in substitution for or for the purpose of repaying or refunding
any pre-existing claim of the Trustee as such creditor, such claim shall have
the same status as such preexisting claim.

      If the Trustee shall be required to account, the funds and property held
in such special account and the proceeds thereof shall be apportioned between
the Trustee, the holders of Securities and the holders of other indenture
securities in such manner that the Trustee, such holders of Securities and the
holders of other indenture securities realize, as a result of payments from such
special account and payments of dividends on claims filed against the Issuer in
bankruptcy or receivership or in proceedings for reorganization pursuant to
Title 11 of the United States Code or applicable state law, the same percentage
of their respective claims, figured before crediting to the claim of the Trustee
anything on account of the receipt by it from the Issuer of the funds and
property in such special account and before crediting to the respective claims
of the Trustee, such holders of Securities and the holders of other indenture
securities dividends on claims filed against the Issuer in bankruptcy or
receivership or in proceedings for reorganization pursuant to Title 11 of the
United States Code or applicable state law, but after crediting thereon receipts
on account of the indebtedness represented by their respective claims from all
sources other than from such dividends and from the funds and property so held
in such special account. As used in this paragraph, with respect to any claim,
the term "dividends" shall include any distribution with respect to such claim,
in bankruptcy or receivership or in proceedings for reorganization pursuant to
Title 11 of the United States


                                       53
<PAGE>

Code or applicable state law, whether such distribution is made in cash,
securities or other property, but shall not include any such distribution with
respect to the secured portion, if any, of such claim. The court in which such
bankruptcy, receivership or proceeding for reorganization is pending shall have
jurisdiction (i) to apportion between the Trustee, such holders of Securities
and the holders of other indenture securities, in accordance with the provisions
of this paragraph, the funds and property held in such special account and the
proceeds thereof, or (ii) in lieu of such apportionment, in whole or in part, to
give to the provisions of this paragraph due consideration in determining the
fairness of the distributions to be made to the Trustee, such holders of
Securities and the holders of other indenture securities with respect to their
respective claims, in which event it shall not be necessary to liquidate or to
appraise the value of any securities or other property held in such special
account or as security for any such claim, or to make a specific allocation of
such distributions as between the secured and unsecured portions of such claims,
or otherwise to apply the provisions of this paragraph as a mathematical
formula.

      Any Trustee who has resigned or been removed after the beginning of such
three months' period shall be subject to the provisions of this subsection (a)
as though such resignation or removal had not occurred. If any Trustee has
resigned or been removed prior to the beginning of such three months' period, it
shall be subject to the provisions of this subsection (a) if and only if the
following conditions exist:

            (i) the receipt of property or reduction of claim which would have
      given rise to the obligation to account, if such Trustee had continued as
      Trustee, occurred after the beginning of such three months' period; and

            (ii) such receipt of property or reduction of claim occurred within
      three months after such resignation or removal.

      (b) There shall be excluded from the operation of subsection (a) of this
Section a creditor relationship arising from

      (1) the ownership or acquisition of securities issued under any indenture,
or any security or securities having a maturity of one year or more at the time
of acquisition by the Trustee;

      (2) advances authorized by a receivership or bankruptcy court of competent
jurisdiction or by this Indenture for the purpose of preserving any property
which shall at any time be subject to the lien of this Indenture or of
discharging tax liens or other prior liens or encumbrances thereon, if notice of
such advances and of the circumstances surrounding the making thereof is given
to the holders of Securities at the time and in the manner provided in this
Indenture;

      (3) disbursements made in the ordinary course of business in the capacity
of Trustee under an indenture, transfer agent, registrar, custodian, paying
agent, fiscal agent or depositary, or other similar capacity;


                                       54
<PAGE>

      (4) an indebtedness created as a result of services rendered or premises
rented or an indebtedness created as a result of goods or securities sold in a
cash transaction as defined in subsection (c)(3) of this Section;

      (5) the ownership of stock or of other securities of a corporation
organized under the provisions of Section 25(a) of the Federal Reserve Act, as
amended, which is directly or indirectly a creditor of the Issuer; or

      (6) the acquisition, ownership, acceptance or negotiation of any drafts,
bills of exchange, acceptances or obligations which fall within the
classification of self-liquidating paper as defined in subsection (c)(4) of this
Section.

      (c) As used in this Section:

      (1) the term "default" shall mean any failure to make payment in full of
the principal of or interest upon any of the Securities or upon the other
indenture securities when and as such principal or interest becomes due and
payable;

      (2) the term "other indenture securities" shall mean securities upon which
the Issuer is an obligor (as defined in the Trust Indenture Act) outstanding
under any other indenture (i) under which the Trustee is also Trustee, (ii)
which contains provisions substantially similar to the provisions of subsection
(a) of this Section, and (iii) under which a default existing at the time of the
apportionment of the funds and property held in said special account;

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

      (4) the term "self-liquidating paper" shall mean any draft, bill of
exchange, acceptance or obligation which is made, drawn, negotiated or incurred
by the Issuer for the purpose of financing the purchase, processing,
manufacture, 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 Issuer arising from the making,
drawing, negotiating or incurring of the draft, bill of exchange, acceptance or
obligation; and

      (5) the term "Issuer" shall mean any obliger upon the Securities.


                                       55
<PAGE>

                                    ARTICLE 7

                      CONCERNING THE HOLDERS OF SECURITIES

      Section 7.01. Evidence of Action Taken by Holders of Securities. Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by a specified percentage
in principal amount of the holders of Securities of any or all series may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such specified percentage of holders of Securities in person or
by 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. Proof of execution of any instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Sections 6.01 and 6.02) conclusive in favor of the
Trustee and the Issuer, if made in the manner provided in this Article.

      Section 7.02. Proof of Execution of Instruments and of Holding of
Securities. Subject to Sections 6.01 and 6.02, the execution of any instrument
by a holder of Securities or his agent or proxy may be proved in accordance with
such reasonable rules and regulations as may be prescribed by the Trustee or in
such manner as shall be reasonably satisfactory to the Trustee. The holding of
Securities shall be proved by the Security register or by a certificate of the
registrar thereof. The Issuer may set a record date for purposes of determining
the identity of holders of Securities of any series entitled to vote or consent
to any action referred to in Section 7.01, which record date may be set at
anytime or from time to time by notice to the Trustee, for any date or dates (in
the case of any adjournment or reconsideration) not more than 60 days nor less
than five days prior to the proposed date of such vote or consent, and
thereafter, notwithstanding any other provisions hereof, only holders of
Securities of such series of record on such record date shall be entitled to so
vote or give such consent or revoke such vote or consent.

      Section 7.03. Holders to Be Treated as Owners. The Issuer, the Trustee and
any agent of the Issuer or the Trustee may deem and treat the Person in whose
name any Security shall be registered upon the Security register for such series
as the absolute owner of such Security (whether or not such Security shall be
overdue and notwithstanding any notation of ownership or other writing thereon)
for the purpose of receiving payment of or on account of the principal of and,
subject to the provisions of this Indenture, interest on such Security and for
all other purposes; and neither the Issuer nor the Trustee nor any agent of the
Issuer or the Trustee shall be affected by any notice to the contrary. All such
payments so made to any such Person, or upon his order, shall be valid, and, to
the extent of the sum or sums to be paid, effectual to satisfy and discharge the
liability for moneys payable upon any such Security.

      No holder of any beneficial interest in any Global Security held on its
behalf by a Depositary shall have any rights under this Indenture with respect
to such Global Security, and such Depositary may be treated by the Issuer, the
Trustee and any agent of


                                       56
<PAGE>

the Issuer or the Trustee as owner of such Global Security for all purposes
whatsoever. None of the Issuer, the Trustee, any paying agent or any security
registrar shall have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests. Notwithstanding the
foregoing, with respect to any Global Security, nothing herein shall prevent the
Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect
to any written certification, proxy or other authorization furnished by any
Depositary, as a Holder, with respect to such Global Security, or impair, as
between such Depositary and owners of beneficial interests in such Global
Security, the operation of customary practices governing the exercise of the
rights of such Depositary (or its nominee) as Holder of such Global Security.

      Section 7.04. Securities Owned by Issuer Deemed Not Outstanding. In
determining whether the Holders of the requisite aggregate principal amount of
Outstanding Securities of any or all series have concurred in any direction,
consent or waiver under this Indenture, Securities which are owned by the Issuer
or any other obligor on the Securities with respect to which such determination
is being made or by any Affiliate of the Issuer or of such other obligor shall
be disregarded and deemed not to be Outstanding for the purpose of any such
determination, except that for the purpose of determining whether the Trustee
shall be protected in relying on any such direction, consent or waiver only
Securities which the Trustee knows or has reason to know are 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 the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Issuer or any
other obligor upon the Securities or any person directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Issuer or any other obligor on the Securities by delivering to the Trustee an
Officers' Certificate and Opinion of Counsel to such effect. In case of a
dispute as to such right, the advice of counsel shall be full protection in
respect of any decision made by the Trustee in accordance with such advice. Upon
request of the Trustee, the Issuer shall furnish to the Trustee promptly an
Officers' Certificate listing and identifying all Securities, if any, and the
aggregate principal amount of such securities known by the Issuer to be owned or
held by or for the account of any of the above-described persons; and, subject
to Sections 6.01 and 6.02, the Trustee shall be entitled to accept such
Officers' Certificate as conclusive evidence of the facts therein set forth and
of the fact that all Securities not listed therein are Outstanding for the
purpose of any such determination.

      Section 7.05. Right of Revocation of Action Taken. At any time prior to
(but not after) the evidencing to the Trustee, as provided in Section 7.01, of
the taking of any action by the Holders of the percentage in aggregate principal
amount of the Securities of any or all series, as the case may be, specified in
this Indenture in connection with such action, any holder of a Security the
serial number of which is shown by the evidence to be included among the serial
numbers of the Securities the Holders of which have consented to such action
may, by filing written notice at the Corporate Trust Office and


                                       57
<PAGE>

upon proof of holding as provided in this Article, revoke such action so far as
concerns such Security. Except as aforesaid any such action taken by the holder
of any Security shall be conclusive and binding upon such Holder and upon all
future Holders and owners of such Security and of any Securities issued in
exchange or substitution therefor, irrespective of whether or not any notation
in regard thereto is made upon any such Security. Any action taken by the
Holders of the percentage in aggregate principal amount of the Securities of any
or all series, as the case may be, specified in this Indenture in connection
with such action shall be conclusively binding upon the Issuer, the Trustee and
the holders of all the Securities affected by such action.

                                    ARTICLE 8

                             SUPPLEMENTAL INDENTURES

      Section 8.01. Supplemental Indentures Without Consent of Holders of
Securities. Except as otherwise provided pursuant to Section 2.03 in a
supplemental indenture, Officers' Certificate or Board Resolution, the Issuer,
when authorized by a resolution of its Board of Directors, and the Trustee may
from time to time and at any time enter into an indenture or indentures
supplemental hereto for one or more of the following purposes:

      (a) to convey, transfer, assign, mortgage or pledge to the Trustee as
security for the Securities of one or more series any property or assets subject
to and in compliance with the terms herein;

      (b) to evidence the succession of another corporation to the Issuer, or
successive successions, and the assumption by the successor corporation of the
covenants, agreements and obligations of the Issuer herein and in the
Securities;

      (c) 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 6.10;

      (d) to add to the covenants of the Issuer such further covenants,
restrictions, conditions or provisions as its Board of Directors shall consider
to be for the protection of the holders of Securities, and to make the
occurrence, or the occurrence and continuance, of a default in any such
additional covenants, restrictions, conditions or provisions an Event of Default
permitting the enforcement of all or any of the several remedies provided in
this Indenture as herein set forth; provided, that in respect of any such
additional covenant, restriction, condition or provision such supplemental
indenture may provide for a particular period of grace after default (which
period may be shorter or longer than that allowed in the case of other defaults)
or may provide for an immediate enforcement upon such an Event of Default or may
limit the remedies available to the Trustee upon such an Event of Default or may
limit the right of the Holders of a majority


                                       58
<PAGE>

in aggregate principal amount of the Securities of such series to waive such an
Event of Default;

      (e) to cure any ambiguity or to correct or supplement any provision
contained herein or in any supplemental indenture which may be defective or
inconsistent with any other provision contained herein or in any supplemental
indenture; or to make such other changes, modifications or provisions in regard
to matters or questions arising under this Indenture or under any supplemental
indenture; provided, such other changes, modifications or provisions shall not
adversely affect the interests of the holders of the Securities in any material
respect in the opinion of the Board of Directors;

      (f) add or remove Guarantors; and

      (g) to establish the form or terms of Securities of any series as
permitted by Section 2.01 and 2.03.

      The Trustee is hereby authorized to join with the Issuer in the execution
of any such supplemental indenture, to make any further appropriate agreements
and stipulations which may be therein contained and to accept the conveyance,
transfer, assignment, mortgage or pledge of any property thereunder, but the
Trustee 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.

      Any supplemental indenture authorized by the provisions of this Section
may be executed without the consent of the holders of any of the Securities at
the time Outstanding, notwithstanding any of the provisions of Section 8.02.

      Section 8.02. Supplemental Indentures with Consent of Holders of
Securities. Except as otherwise provided pursuant to Section 2.03 in a
supplemental indenture, Officers' Certificate or Board Resolution, with the
consent (evidenced as provided in Article 7) of the Holders of not less than a
majority in aggregate principal amount of the Securities at the time Outstanding
of each series affected by any supplemental indenture (each such series voting
as a separate class), the Issuer, when authorized by a resolution of its Board
of Directors, and the Trustee may, from time to time and at any time, 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 any supplemental indenture or of modifying in any manner
the rights of the holders of the Securities of each such series; provided, that
no such supplemental indenture shall without the consent of the holders of each
Security so affected (a) extend the stated maturity or reduce the principal
amount of any Security or any portion thereof, or reduce the rate or extend the
time of payment of interest thereon, or reduce any amount payable on redemption
thereof or change the currency in which the Security is payable, or reduce the
amount of the principal of an Original Issue Discount Security that would be due
and payable upon an acceleration of the maturity thereof pursuant to Section
5.01 or the amount thereof provable in bankruptcy pursuant to Section 5.02, or
impair or affect the right of any holder of Securities to institute suit for the
payment thereof, (b) reduce


                                       59
<PAGE>

the aforesaid percentage of Securities of any series, the consent of the Holders
of which is required for any such supplemental indenture or (c) modify any of
the provisions of this Section 8.02 or Section 5.10, except to increase any such
percentage referred to in such provisions or to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent of
the holder of each Outstanding Security affected thereby; provided, however,
that this clause shall not be deemed to require the consent of any Holder with
respect to changes in the references to "the Trustee" and concomitant changes in
this Section 8.02, or the deletion of this proviso, in accordance with the
requirements of Sections 6.10 and 8.01(c).

      Upon the request of the Issuer, accompanied by a copy of a resolution of
the Board of Directors certified by the secretary or an assistant secretary of
the Issuer authorizing the execution of any such supplemental indenture, and
upon the filing with the Trustee of evidence of the consent of holders of
Securities as aforesaid and other documents, if any, required by Section 7.01,
the Trustee shall join with the Issuer in the execution of such supplemental
indenture unless such supplemental indenture adversely affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise, in which case
the Trustee may in its discretion, but shall not be obligated to, enter into
such supplemental indenture.

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

      Promptly after the execution by the Issuer and the Trustee of any
supplemental indenture pursuant to the provisions of this Section 8.02, the
Issuer shall mail a notice thereof to the holders of then Outstanding Securities
of each series affected thereby, by mailing a notice thereof by first-class mail
to such Holders at their addresses as they shall then appear on the Security
register. Any failure of the Issuer to mail such notice, or any defect therein,
shall not, however, in any way impair or affect the validity of any such
supplemental indenture.

      Section 8.03. Effect of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions hereof, this Indenture shall
be and be deemed to be modified and amended in accordance therewith and the
respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Issuer and the holders of Securities of
each series affected thereby shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications and amendments,
and all the terms and conditions of any such supplemental indenture shall be and
be deemed to be part of the terms and conditions of this Indenture for any and
all purposes.

      Section 8.04. Documents to Be Given to Trustee. The Trustee, subject to
the provisions of Sections 6.01 and 6.02, shall be entitled to receive and shall
be fully protected in relying upon an Officers' Certificate and an Opinion of
Counsel stating that


                                       60
<PAGE>

any supplemental indenture executed pursuant to this Article 8 is authorized,
permitted and complies with the applicable provisions of this Indenture.

      Section 8.05. Notation on Securities in Respect of Supplemental
Indentures. Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to the provisions of this
Article may, and shall if required by the Trustee, bear a notation in form
approved by the Trustee for such series as to any matter provided for by such
supplemental indenture or as to any action taken at any such meeting. If the
Issuer or the Trustee shall so determine, new Securities of any series so
modified as to conform, in the opinion of the Trustee and the Board of
Directors, to any modification of this Indenture contained in any such
supplemental indenture may be prepared by the Issuer, authenticated by the
Trustee and delivered by the Trustee in exchange for the Securities of such
series then Outstanding.

                                    ARTICLE 9

                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

      Section 9.01. Issuer May Consolidate, Etc., on Certain Terms. With respect
to the Securities of any series, the Issuer shall not consolidate with or merge
into, or convey, transfer or lease its properties and assets substantially as an
entirety to, any Person (a "successor Person"), and may not permit any Person to
merge into, or convey, transfer or lease its properties and assets substantially
as an entirety to, the Issuer, unless (i) the successor Person (if any) is a
corporation, partnership, trust, limited liability company or other entity
organized and validly existing under the laws of any domestic jurisdiction and
expressly assumes by a supplemental indenture hereto executed and delivered to
the Trustee in form reasonably satisfactory to the Trustee, the Issuer's
obligations on the Securities of such series and under the Indenture with
respect thereto, (ii) immediately after giving effect to the transaction, no
Event of Default, and no event which, after notice or lapse of time or both,
would become an Event of Default, with respect to the Securities of such series
shall have occurred and be continuing and (iii) if, as a result of the
transaction, property of the Issuer or any Restricted Subsidiary would become
subject to a Lien the incurrence of which would not be permitted under Section
3.06, the Issuer takes such steps as necessary to cause the Securities of such
series to be secured ratably with (or prior to) the Debt secured by such Lien as
provided in Section 3.06.

      Section 9.02. Successor Issuer Substituted. In case of any such
consolidation, merger, sale or conveyance, and following such an assumption by
the successor corporation, such successor corporation shall succeed to and be
substituted for the Issuer, with the same effect as if it had been named herein.
Such successor corporation may cause to be signed, and may issue either in its
own name or in the name of the Issuer prior to such succession any or all of the
Securities issuable hereunder, which theretofore shall not have been signed by
the Issuer and delivered to the Trustee; and, upon the order of such successor
corporation instead of the Issuer and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee shall authenticate and
shall


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<PAGE>

deliver any Securities, which previously shall have been signed and delivered by
the officers of the Issuer to the Trustee for authentication, and any
Securities, which such successor corporation thereafter shall cause to be signed
and delivered to the Trustee for that purpose. All of the Securities so issued,
shall in all respects have the same legal rank and benefit under this Indenture
as the Securities theretofore or thereafter issued in accordance with the terms
of this Indenture as though all of such Securities had been issued at the date
of the execution hereof.

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

      In the event of any such sale or conveyance (other than a conveyance by
way of lease) the Issuer or any successor corporation which shall theretofore
have become such in the manner described in this Article shall be discharged
from all obligations and covenants under this Indenture and the Securities and
may be liquidated and dissolved.

      Section 9.03. Opinion of Counsel to Trustee. The Trustee, subject to the
provisions of Sections 6.01 and 6.02, shall receive an Opinion of Counsel and an
Officers' Certificate, prepared in accordance with Section 11.05, to the effect
that any such consolidation, merger, sale, lease or conveyance, and any such
assumption, and any such liquidation or dissolution, complies with the
applicable provisions of this Indenture, and such opinion will be conclusive
evidence of such compliance.

                                   ARTICLE 10

      DEFEASANCE; SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

      Section 10.01. Defeasance Upon Deposit of Funds or Government Obligations.
At the Issuer's option, either (a) the Issuer shall be deemed to have been
Discharged (as defined below) from its obligations with respect to any series of
Securities after the applicable conditions set forth below have been satisfied
or (b) the Issuer shall cease to be under any obligation to comply with any
term, provision or condition set forth in Sections 3.06, 3.07, 3.08 and 9.01
(and any other Sections applicable to such Securities that are determined
pursuant to Section 2.03 to be subject to this provision) with respect to any
series of Securities at any time after the applicable conditions set forth below
have been satisfied:

      (a) the Issuer shall have deposited or caused to be deposited irrevocably
with the Trustee as trust funds in trust, specifically pledged as security for,
and dedicated solely to, the benefit of the holders of the Securities of such
series (i) money in an amount or (ii) the equivalent in securities of the United
States government or securities issued by agencies of the United States
government backed by the full faith and credit of the United States government,
which through the payment of interest thereon and principal in respect thereof
in accordance with their terms will provide money in an amount sufficient to pay
all of the principal of and interest, if any, on, and repurchase obligations, if
any,


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<PAGE>

with respect to Securities of such series on the dates such payments are due in
accordance with the terms of such Securities or (iii) a combination of (i) and
(ii), sufficient, in the opinion of a nationally recognized firm of independent
public accountants, nationally recognized investment banking firm or other
nationally recognized institution with experience in calculating valuations,
expressed in a written certification thereof delivered to the Trustee, to pay
and discharge each installment of principal (including mandatory sinking fund
payments) and interest, if any, on, and any repurchase obligations, if any, with
respect to the Outstanding Securities of such series on the dates such
installments of interest or principal or repurchase obligations are due;

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

      (c) the Issuer shall have delivered to the Trustee an Opinion of Counsel,
from independent tax counsel (which may be outside general counsel to the
Issuer, to the effect that holders of the Securities of such series will not
recognize income, gain or loss for Federal income tax purposes as a result of
the Issuer's exercise of its option under this Section 10.01 and will be subject
to Federal income tax on the same amount and in the same manner and at the same
times as would have been the case if such option had not been exercised, and, in
the case of Securities being Discharged, such opinion shall be based on (i) a
ruling by the Internal Revenue Service or (ii) a change in applicable U.S.
federal income tax law occurring after the issue date of the Securities being
Discharged;

      (d) such defeasance pursuant to Section 10.01 shall not result in the
trust arising from such deposit constituting an investment company within the
meaning of the Investment Company Act of 1940, as amended, unless such trust
shall be registered under such Act or exempt from registration thereunder; and

      (e) the Issuer 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 pursuant to Section 10.01 have been
complied with.

      The term "DISCHARGED" means that the Issuer shall be deemed to have paid
and discharged the entire indebtedness represented by, and obligations under,
the Securities of such series and to have satisfied all the obligations under
this Indenture relating to the Securities of such series (and the Trustee, at
the expense of the Issuer, shall execute proper instruments acknowledging the
same), except (i) the rights of holders of Securities to receive, from the trust
fund described in Subsection (a) above, payment of the principal and any premium
of and any interest on such Securities when such payments are due; (ii) the
Issuer's obligations with respect to such under Sections 2.09, 2.10, 3.02, 3.04,
6.06 and 10.03 and (iii) the rights, powers, trusts, duties and immunities of
the Trustee hereunder (including, without limitation, its rights under Section
6.06 hereunder).

      Section 10.02. Satisfaction and Discharge of Indenture. If at any time (a)
the Issuer shall have paid or caused to be paid the principal and interest on
all the Securities


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<PAGE>

of any series Outstanding hereunder (other than Securities of such series which
have been destroyed, lost or stolen and which have been replaced or paid as
provided in Section 2.10) as and when the same shall have become due and
payable, or (b) the Issuer shall have delivered to the Trustee for cancellation
all Securities of any series theretofore authenticated (other than any
Securities of such series which shall have been destroyed, lost or stolen and
which shall have been replaced or paid as provided in Section 2.10) or (c) (i)
all the Securities of such series not theretofore delivered to the Trustee for
cancellation shall have become due and payable, or are by their terms to become
due and payable within one year or are to be called for redemption within one
year under arrangements satisfactory to the Trustee for the giving of notice of
redemption, and (ii) the Issuer shall have irrevocably deposited or caused to be
deposited with the Trustee as trust funds the entire amount in cash (other than
moneys repaid by the Trustee or any Paying Agent to the Issuer in accordance
with Section 10.05) sufficient to pay at maturity or upon redemption all
Securities of such series (other than any Securities of such series which shall
have been destroyed, lost or stolen and which shall have been replaced or paid
as provided in Section 2.10) not theretofore delivered to the Trustee for
cancellation, including principal and interest due or to become due on or prior
to such date of maturity as the case may be, and if, in any such case, the
Issuer shall also pay or cause to be paid all other sums payable hereunder by
the Issuer with respect to Securities of such series, then this Indenture shall
cease to be of further effect with respect to Securities of such series (except
as to (i) rights of registration of transfer and exchange of Securities of such
series, and the Issuer's right of optional redemption, if any, (ii) substitution
of mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of
holders to receive payments of principal thereof and interest thereon, and
remaining rights of the holders to receive mandatory sinking fund payments, if
any, (iv) the rights, obligations and immunities of the Trustee thereunder and
(v) the rights of the holders of Securities of such series as beneficiaries
hereof with respect to the property so deposited with the Trustee payable to all
or any of them), and the Trustee, on demand of the Issuer accompanied by an
Officers' Certificate and an Opinion of Counsel and at the cost and expense of
the Issuer, shall execute proper instruments acknowledging such satisfaction of
and discharging this Indenture with respect to such series; provided, that the
rights of holders of the Securities to receive amounts in respect of principal
of and interest on the Securities held by them shall not be delayed longer than
required by then-applicable mandatory rules or policies of any securities
exchange upon which the Securities are listed. The Issuer agrees to reimburse
the Trustee for any costs or expenses thereafter reasonably and properly
incurred and to compensate the Trustee for any services thereafter reasonably
and properly rendered by the Trustee in connection with this Indenture or the
Securities of such series.

      Section 10.03. Application by Trustee of Funds Deposited for Payment of
Securities. Subject to Section 10.05, all moneys deposited with the Trustee
pursuant to Sections 10.01 and 10.02 shall be held in trust and applied by it to
the payment, either directly or through any Paying Agent (including the Issuer
acting as its own Paying Agent), to the holders of the particular Securities of
such series for the payment or redemption of which such moneys have been
deposited with the Trustee, of all sums due


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<PAGE>

to become due thereon for principal and interest; but such money need not be
segregated from other funds except to the extent required by law.

      Section 10.04. Repayment of Moneys Held by Paying Agent. In connection
with the satisfaction and discharge of this Indenture with respect to Securities
of any series, all moneys then held by any Paying Agent under the provisions of
this Indenture with respect to such series of Securities shall, upon demand of
the Issuer, be repaid to it or paid to the Trustee and thereupon such Paying
Agent shall be released from all further liability with respect to such moneys.

      Section 10.05. Return of Moneys Held by Trustee and Paying Agent Unclaimed
for Two Years. Any moneys deposited with or paid to the Trustee or any Paying
Agent for the payment of the principal of or interest on any Security of any
series and not applied but remaining unclaimed for two years after the date upon
which such principal or interest shall have become due and payable, shall, upon
the written request of the Issuer and unless otherwise required by mandatory
provisions of applicable escheat or abandoned or unclaimed property law (as
advised by counsel, pursuant to Section 6.02), be repaid to the Issuer by the
Trustee for such series or such Paying Agent, and the holders of the Security of
such series shall, unless otherwise required by mandatory provisions of
applicable escheat or abandoned or unclaimed property laws, thereafter look only
to the Issuer for any payment which such Holders may be entitled to collect, and
all liability of the Trustee or any Paying Agent with respect to such moneys
shall thereupon cease. In the absence of a written request from the Issuer to
return unclaimed funds to the Issuer, the Trustee shall from time to time
deliver all unclaimed funds to or as directed by applicable escheat authorities,
as determined by the Trustee in its sole discretion, in accordance with the
customary practices and procedures of the Trustee. Any unclaimed funds held by
the Trustee pursuant to this section shall be held uninvested and without
liability for any Interest.

      Section 10.06. Reinstatement. If (a) 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; (b)
the funds, securities and funds derived from the payment of principal of, and
interest on, such securities (or any combination in the aggregate thereof)
deposited pursuant to Section 10.01 or 10.02 are insufficient to satisfy the
obligations of the Issuer under Section 10.01 or 10.02, as the case may be; or
(c) the trust created, and deposit of cash and/or securities made, pursuant to
Section 10.01 or 10.02 is determined to be ineffective or invalid, then the
obligations under this Indenture and such Securities from which the Issuer has
been discharged or released pursuant to Section 10.01 or 10.02, as the case may
be, 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 10.03 with respect to such Securities in accordance with this Article
and the Issuer has cured any defect in the defeasance or any noncompliance with
its obligations under Section 10.01 or 10.02, as the case may be; provided,
however, that if the Issuer


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<PAGE>

makes any payment of principal of or any premium or interest on any such
Security following such reinstatement of its obligations, the Issuer 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.

                                   ARTICLE 11

                            MISCELLANEOUS PROVISIONS

      Section 11.01. Incorporators, Stockholders, Officers and Directors of
Issuer Exempt from Individual Liability. No recourse under or upon any
obligation, covenant or agreement contained in this Indenture, or in any
Security, or because of any Debt evidenced thereby, shall be had against any
incorporator, as such, or against any past, present or future stockholder,
officer or director, as such, of the Issuer or of any successor, either directly
or through the Issuer or any successor, under any rule of law, statute or
constitutional provision or by the enforcement of any assessment or by any legal
or equitable proceeding or otherwise, all such liability being expressly waived
and released by the acceptance of the Securities by the Holders thereof and as
part of the consideration for the issue of the Securities.

      Section 11.02. Provisions of Indenture for the Sole Benefit of Parties and
Holders of Securities. Nothing in this Indenture or in the Securities, expressed
or implied, shall give or be construed to give to any Person other than the
parties hereto and their successors and the holders of the Securities any legal
or equitable right, remedy or claim under this Indenture or under any covenant
or provision herein contained, all such covenants and provisions being for the
sole benefit of the parties hereto and their successors and of the holders of
the Securities.

      Section 11.03. Successors and Assigns of Issuer Bound by Indenture. All
the covenants, stipulations, promises and agreements in this Indenture contained
by or on behalf of the Issuer shall bind its successors and assigns, whether so
expressed or not.

      Section 11.04. Notices and Demands on Issuer, Trustee and Holders of
Securities. Any notice or demand which by any provision of this Indenture is
required or permitted to be given or served by the Trustee or by the holders of
Securities to or on the Issuer may be given or served by being deposited postage
prepaid, first-class mail (except as otherwise specifically provided herein)
addressed (until another address of the Issuer is filed by the Issuer with the
Trustee) to Science Applications International Corporation 10260 Campus Point
Drive, MS F-3, San Diego, California 92121, Attention: General Counsel. Any
notice, direction, request or demand by the Issuer or any holder of Securities
to or upon the Trustee shall be deemed to have been sufficiently given or made
for all purposes upon receipt at the Corporate Trust Office.

      Where this Indenture provides for notice to Holders, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class postage prepaid, to each Holder entitled thereto, at his
last address as it appears


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<PAGE>

in the Security register. Such notices will be deemed to have been given when
mailed, whether or not received. In any case where notice to Holders is given by
mail, neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder shall affect the sufficiency of such notice
with respect to other Holders. 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 or irregularities in regular mail
service, it shall be impracticable to mail notice to the Issuer when such notice
is required to be given pursuant to any provision of this Indenture, then any
manner of giving such notice as shall be reasonably satisfactory to the Issuer
shall be deemed to be a sufficient giving of such notice.

      Section 11.05. Officers' Certificates and Opinions of Counsel; Statements
to Be Contained Therein. Upon any application or demand by the Issuer to the
Trustee to take any action under any of the provisions of this Indenture, the
Issuer shall furnish to the Trustee an Officers' Certificate stating that all
conditions precedent provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent have been complied with,
except that in the case of any such application or demand as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.

      Each certificate or opinion provided for in this Indenture and delivered
to the Trustee with respect to compliance with a condition or covenant provided
for in this Indenture shall include (a) a statement that the person making such
certificate or opinion has read such covenant or condition and the definitions
herein relating thereto, (b) 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, (c) a statement that, in the opinion of
such person, he has made such examination or investigation as is necessary to
enable him to express an informed opinion as to whether or not such covenant or
condition has been complied with and (d) a statement as to whether or not, in
the opinion of such person, such condition or covenant has been complied with.

      Any certificate, statement or opinion of an officer of the Issuer may be
based, insofar as it relates to legal matters, upon a certificate or opinion of
or representations by counsel, unless such officer knows that the certificate or
opinion or representations with respect to the matters upon which his
certificate, statement or opinion may be based as aforesaid are erroneous, or in
the exercise of reasonable care should know that the same are erroneous. Any
certificate, statement or opinion of counsel may be based, insofar as it relates
to factual matters, on information which is in the possession of the Issuer,
upon


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<PAGE>

the certificate, statement or opinion of or representations by an officer or
officers of the Issuer, unless such counsel knows that the certificate,
statement or opinion or representations with respect to the matters upon which
his certificate, statement or opinion may be based as aforesaid are erroneous,
or in the exercise of reasonable care should know that the same are erroneous.

      Any certificate, statement or opinion of an officer of the Issuer or of
counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an accountant or firm of
accountants in the employ of the Issuer, unless such officer or counsel, as the
case may be, knows that the certificate or opinion or representations with
respect to the accounting matters upon which his certificate, statement or
opinion may be based as aforesaid are erroneous, or in the exercise of
reasonable care should know that the same are erroneous.

      Section 11.06. Payments Due on Saturdays, Sundays and Holidays. If the
date of maturity of interest, if any, on or principal of the Securities of any
series or the date fixed for redemption or repayment of any such Security shall
not be a Business Day, then payment of interest or principal need not be made on
such date, but may be made on the next succeeding Business Day with the same
force and effect as if made on the date of maturity or the date fixed for
redemption, and no interest shall accrue for the period after such date.

      Section 11.07. Conflict of Any Provision of Indenture with Trust Indenture
Act; Trust indenture Act Controls. If and to the extent that any provision of
this Indenture limits, qualifies or conflicts with another provision included in
this Indenture which is required to be included herein by any of Sections 310 to
317, inclusive, of the Trust Indenture Act, such required provision shall
control. If any provision of this Indenture specifically modifies or expressly
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 11.08. New York Law to Govern. This Indenture and each Security
shall be deemed to be a contract under the laws of the State of New York, and
for all purposes shall be governed by and construed and interpreted in
accordance with the internal laws of such state, except as may otherwise be
required by mandatory provisions of law.

      Section 11.09. Separability Clause. In case any provision in this
Indenture or in the Securities shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

      Section 11.10. Counterparts. This Indenture may be executed in any number
of counterparts, each of which shall be an original; but such counterparts shall
together constitute one and the same instrument.


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<PAGE>

      Section 11.11. Effect of Headings. The Article and Section headings herein
and the Table of Contents are for convenience only and shall not affect the
construction hereof.

                                   ARTICLE 12

                   REDEMPTION OF SECURITIES AND SINKING FUNDS

      Section 12.01. Applicability of Article. The provisions of this Article
shall be applicable to the Securities of any series which are redeemable before
their maturity or to any sinking fund for the retirement of Securities of a
series except as otherwise specified as contemplated by Section 2.03 for
Securities of such series.

      Section 12.02. Notice of Full and Partial Redemption; Partial Redemptions.
Notice of redemption to the holders of Securities of any series to be redeemed
as a whole or in part at the option of the Issuer shall be given by mailing
notice of such redemption by first class mail, postage prepaid, at least 30 days
and not more than 60 days prior to the date fixed for redemption to such holders
of Securities of such series at their last addresses as they shall appear upon
the registry books. Any notice which is mailed in the manner herein provided
shall be conclusively presumed to have been duly given, whether or not the
Holder receives the notice. Failure to give notice by mail, or any defect in the
notice to the holder of any Security of a series designated for redemption as a
whole or in part shall not affect the validity of the proceedings for the
redemption of any other Security of such series.

      The notice of redemption to each such Holder shall specify (i) the
principal amount of each Security of such series held by such Holder to be
redeemed, (ii) the date fixed for redemption, (iii) the redemption price (and
premium, if any), (iv) the place or places of payment, (v) that payment will be
made upon presentation and surrender of such Securities, (vi) that such
redemption is pursuant to the mandatory or optional sinking fund, or both, if
such be the case, (vii) that interest accrued to the date fixed for redemption
will be paid as specified in such notice and (viii) that on and after said date
interest thereon or on the portions thereof to be redeemed will cease to accrue.
In case any Security of a series is to be redeemed in part only, the notice of
redemption shall state the portion of the principal amount thereof to be
redeemed and shall state that on and after the date fixed for redemption, upon
surrender of such Security, a new Security or Securities of such series in
principal amount equal to the unredeemed portion thereof will be issued.

      The notice of redemption of Securities of any series to be redeemed at the
option of the Issuer shall be given by the Issuer or, at the Issuer's request,
by the Trustee in the name and at the expense of the Issuer.

      At least one Business Day prior to the redemption date specified in the
notice of redemption given as provided in this Section, the Issuer will deposit
with the Trustee or with one or more Paying Agents (or, if the Issuer is acting
as its own Paying Agent, set


                                       69
<PAGE>

aside, segregate and hold in trust as provided in Section 3.04) an amount of
money sufficient to redeem on the redemption date all the Securities of such
series so called for redemption at the appropriate redemption price, together
with accrued interest to the date fixed for redemption. If less than all the
Outstanding Securities of a series are to be redeemed, the Issuer will deliver
to the Trustee at least 45 days (or such shorter period as shall be acceptable
to the Trustee for its convenience) prior to the date fixed for redemption an
Officers' Certificate stating the aggregate principal amount of Securities to be
redeemed and the date of redemption.

      If less than all the Securities of a series are to be redeemed, the
Trustee shall, subject to Section 12.04, select Securities of such series to be
redeemed in whole or in part by such method as the Trustee shall deem equitable
and reasonable. Securities may be redeemed in part in multiples equal to the
minimum authorized denomination for Securities of such series or any multiple
thereof. The Trustee shall promptly notify the Issuer in writing of the
Securities of such series selected for redemption and, in the case of any
Securities of such series selected for partial redemption, the principal amount
thereof to be redeemed. For all purposes of this Indenture, unless the context
otherwise requires, all provisions relating to the redemption of Securities of
any series shall relate, in the case of any Security redeemed or to be redeemed
only in part, to the portion of the principal amount of such Security which has
been or is to be redeemed.

      Section 12.03. Payment of Securities Called for Redemption. If notice of
redemption has been given as above provided, the Securities or portions of
Securities specified in such notice shall become due and payable on the date and
at the place stated in such notice at the applicable redemption price (and
premium, if any), together with interest, if any, accrued to the date fixed for
redemption, and on and after said date (unless the Issuer shall default in the
payment of such Securities at the redemption price, together with interest
accrued to said date) interest on the Securities or portions of Securities so
called for redemption shall cease to accrue, and except as provided in Sections
6.05 and 10.05, such Securities shall cease from and after the date fixed for
redemption to be entitled to any benefit or security under this Indenture, and
the Holders thereof shall have no right in respect of such Securities except the
right to receive the redemption price thereof and unpaid interest to the date
fixed for redemption. On presentation and surrender of such Securities at a
place of payment specified in said notice, said Securities or the specified
portions thereof shall be paid and redeemed by the Issuer at the applicable
redemption price, together with interest, if any, accrued thereon to the date
fixed for redemption; provided that any semiannual payment of interest, if any,
becoming due on or prior to the date fixed for redemption shall be payable to
the holders of Securities registered as such on the relevant record date subject
to the terms and provisions of Section 2.03 hereof.

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


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<PAGE>

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

      Section 12.04. Exclusion of Certain Securities from Eligibility for
Selection for Redemption. Securities shall be excluded from eligibility for
selection for redemption if they are identified by registration and certificate
number in a written statement signed by an authorized officer of the Issuer and
delivered to the Trustee at least 40 days prior to the last date on which notice
of redemption may be given as being owned of record and beneficially by, and not
pledged or hypothecated by, either (a) the Issuer or (b) an entity specifically
identified in such written statement directly or indirectly controlling or
controlled by or under direct or indirect common control with the Issuer.

      Section 12.05. Mandatory and Optional Sinking Funds. The minimum amount of
any sinking fund payment provided for by the terms of Securities of any series
is herein referred to as a "MANDATORY SINKING FUND PAYMENT", and any payment in
excess of such minimum amount provided for by the terms of Securities of any
series is herein referred to as an "OPTIONAL SINKING FUND PAYMENT". The date on
which a sinking fund payment is to be made is herein referred to as the "SINKING
FUND PAYMENT DATE".

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

      On or before the sixtieth day next preceding each sinking fund payment
date for any series, the Issuer will deliver to the Trustee a written statement
(which need not contain the statements required by Section 11.05) signed by an
authorized officer of the Issuer (a) specifying the portion of the mandatory
sinking fund payment to be satisfied by payment of cash and the portion to be
satisfied by credit of Securities of such series, (b) stating that none of the
Securities of such series has theretofore been so credited, (c) stating that no
defaults in the payment of interest or Events of Default with respect to such
series have occurred (which have not been waived or cured) and are continuing
and (d) stating whether or not the Issuer intends to exercise its right to make
an optional sinking find payment with respect to such series and, if so,
specifying the amount of such


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<PAGE>

optional sinking fund payment which the Issuer intends to pay on or before the
next succeeding sinking fund payment date. Any Securities of such series to be
credited and required to be delivered to the Trustee in order for the Issuer to
be entitled to credit therefor as aforesaid which have not theretofore been
delivered to the Trustee shall be delivered for cancellation pursuant to Section
2.11 to the Trustee with such written statement (or reasonably promptly
thereafter if acceptable to the Trustee). Such written statement shall be
irrevocable and upon its receipt by the Trustee the Issuer shall become
unconditionally obligated to make all the cash payments or payments therein
referred to, if any, on or before the next succeeding sinking fund payment date.
Failure of the Issuer, on or before any such sixtieth day, to deliver such
written statement and Securities specified in this paragraph, if any, shall not
constitute a default but shall constitute, on and as of such date, the
irrevocable election of the Issuer (i) that the mandatory sinking fund payment
for such series due on the next succeeding sinking fund payment date shall be
paid entirely in cash without the option to deliver or credit Securities of such
series in respect thereof and (ii) that the Issuer will make no optional sinking
fund payment with respect to such series as provided in this Section.

      If the sinking fund payment or payments (mandatory or optional or both) to
be made in cash on the next succeeding sinking fund payment date plus any unused
balance of any preceding sinking fund payments made in cash shall exceed $50,000
(or a lesser sum if the Issuer shall so request) with respect to the Securities
of any particular series, such cash shall be applied on the next succeeding
sinking fund payment date to the redemption of Securities of such series at the
sinking fund redemption price together with accrued interest to the date fixed
for redemption. If such amount shall be $50,000 or less and the Issuer makes no
such request then it shall be carried over until a sum in excess of $50,000 is
available. The Trustee shall select, in the manner provided in Section 12.02,
for redemption on such sinking fund payment date a specified principal amount of
Securities of such series then outstanding to absorb said cash, as nearly as may
be, and shall (if requested in writing by the Issuer) inform the Issuer of the
serial numbers of the Securities of such series (or portions thereof) so
selected. Securities of any series which are (a) owned by the Issuer or an
entity known by the Trustee to be directly or indirectly controlling or
controlled by or under direct or indirect common control with the Issuer, as
shown by the Security register, and not known to the Trustee to have been
pledged or hypothecated by the Issuer or any such entity; or (b) identified in
an Officers' Certificate at least 60 days prior to the sinking fund payment date
as being beneficially owned by, and not pledged or hypothecated by, the Issuer
or an entity directly or indirectly controlling or controlled by or under direct
or indirect common control with the Issuer shall be excluded from Securities of
such series eligible for selection for redemption. The Trustee, in the name and
at the expense of the Issuer (or the Issuer, if it shall so request the Trustee
in writing) shall cause notice of redemption of the Securities of such series to
be given in substantially the manner provided in Section 12.02 (and with the
effect provided in Section 12.03) for the redemption of Securities of such
series in part at the option of the Issuer. The amount of any sinking fund
payments not so applied or allocated to the redemption of Securities of such
series shall be added to the next cash sinking fund payment for such series and,
together with such payment, shall be applied in


                                       72
<PAGE>

accordance with the provisions of this Section. Any and all sinking fund moneys
held on the stated maturity date of the Securities of any particular series (or
earlier, if such maturity is accelerated), which are not held for the payment or
redemption of particular Securities of such series shall be applied, together
with other moneys, if necessary, sufficient for the purpose, to the payment of
the principal of, and interest on, the Securities of such series at maturity.

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

      The Trustee shall not redeem or cause to be redeemed any Securities of a
series with sinking fund moneys or mail any notice of redemption of Securities
for such series by operation of the sinking fund during the continuance of a
default in payment of interest on such Securities or of any Event of Default
except that, where the mailing of notice of redemption of any Securities shall
theretofore have been made, the Trustee shall redeem or cause to be redeemed
such Securities, provided that it shall have received from the Issuer a sum
sufficient for such redemption. Except as aforesaid, any moneys in the sinking
fund for such series at the time when any such default or Event of Default shall
occur, and any moneys thereafter paid into the sinking fund, shall, during the
continuance of such default or Event of Default, be deemed to have been
collected under Article 5 and held for the payment of all such Securities. In
case such Event of Default shall have been waived as provided in Section 5.10 or
the default cured on or before the sixtieth day preceding the sinking fund
payment date in any year, such moneys shall thereafter be applied on the next
succeeding sinking fund payment date in accordance with this Section to the
redemption of such Securities.


                                       73
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed as of June 28, 2002.

                                        SCIENCE APPLICATIONS
                                        INTERNATIONAL CORPORATION



                                        By:
                                           -------------------------------------
                                           Name:  William A. Roper, Jr.
                                           Title: Corporate Executive Vice
                                                  President

Attest:

By:
   ---------------------------------
   Name:  Douglas E. Scott
   Title:  Assistant Secretary

                                        JPMORGAN CHASE BANK


                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:
Attest:

By:
   ---------------------------------
   Name:
   Title:


                                       74
<PAGE>

                                                              ANNEX A -- Form of
                                                        Regulation S Certificate

                            REGULATION S CERTIFICATE

              (For transfers pursuant to Section 2.09(b)(i) and (v)
                                of the Indenture)

JPMorgan Chase Bank
c/o J.P. Morgan Trust Company, National Association
101 California Street, Suite 3800
San Francisco, CA 94111

Re:  [Insert Title of Securities] of Science Applications International
     Corporation (the "Securities")

      Reference is made to the Indenture, dated as of June 28, 2002 (the
"Indenture"), between Science Applications International Corporation (the
"Company") and JPMorgan Chase Bank, as Trustee. Terms used herein and defined in
the Indenture or in Regulation S or Rule 144 under the U.S. Securities Act of
1933, as amended (the "Securities Act") are used herein as so defined.

      This certificate relates to U.S. $__________ principal amount of
Securities, which are evidenced by the following certificate(s) (the "Specified
Securities"):

                     CUSIP No(s). _________________________

                     CERTIFICATE No(s). ___________________

      The person in whose name this certificate is executed below (the
"Undersigned") hereby certifies that either (i) it is the sole beneficial owner
of the Specified Securities or (ii) it is acting on behalf of all the beneficial
owners of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "Owner".
If the Specified Securities are represented by a Global Security, they are held
through the Depositary or an Agent Member in the name of the Undersigned, as or
on behalf of the Owner. If the Specified Securities are not represented by a
Global Security, they are registered in the name of the Undersigned, as or on
behalf of the Owner.

      The Owner has requested that the Specified Securities be transferred to a
person (the "Transferee") who will take delivery in the form of a Regulation S
Security. In connection with such transfer, the Owner hereby certifies that,
unless such transfer is being effected pursuant to an effective registration
statement under the Securities Act, it is being effected in accordance with Rule
904 or Rule 144 under the Securities Act and


                                       1
<PAGE>

with all applicable securities laws of the states of the United States and other
jurisdictions. Accordingly, the Owner hereby further certifies as follows:

      (1) Rule 904 Transfers. If the transfer is being effected in accordance
with Rule 904;

            (A) the Owner is not a distributor of the Securities, an affiliate
      of the Issuer or any such distributor or a person acting on behalf of any
      of the foregoing;

            (B) the offer of the Specified Securities was not made to a person
      in the United States;

            (C) either:

            (i) at the time the buy order was originated, the Transferee was
            outside the United States or the Owner and any person acting on its
            behalf reasonably believed that the Transferee was outside the
            United States, or

            (ii) the transaction is being executed in, on or through the
            facilities of the Eurobond market, as regulated by the Association
            of International Bond Dealers, or another designated offshore
            securities market and neither the Owner nor any person acting on its
            behalf knows that the transaction has been prearranged with a buyer
            in the United States;

            (D) no directed selling efforts have been made in the United States
      by or on behalf of the Owner or any affiliate thereof;

            (E) if the Owner is a dealer in securities or has received a selling
      concession, fee or other remuneration in respect of the Specified
      Securities, and the transfer is to occur during the Restricted Period,
      then the requirements of Rule 904(c)(1) have been satisfied; and

            (F) the transaction is not part of a plan or scheme to evade the
      registration requirements of the Securities Act.

      (2) Rule 144 Transfers. If the transfer is being effected pursuant to Rule
144:

            (A) the transfer is occurring after a holding period of at least one
      year (computed in accordance with paragraph (d) of Rule 144) has elapsed
      since the Specified Securities were last acquired from the Issuer or from
      an affiliate of the Issuer, whichever is later, and is being effected in
      accordance with the applicable amount, manner of sale and notice
      requirements of Rule 144; or


                                       2
<PAGE>

            (B) the transfer is occurring after a holding period of at least two
      years has elapsed since the Specified Securities were last acquired from
      the Issuer or from an affiliate of the Issuer, whichever is later, and the
      Owner is not, and during the preceding three months has not been, an
      affiliate of the Issuer.

      This certificate and the statements contained herein are made for your
benefit and the benefit of the Issuer and the Initial Purchasers.

      Dated:
             --------------------------------------
             (Print the name of the Undersigned,
             as such term is defined in the
             second paragraph of this certificate.)






      By:
             --------------------------------------
             Name:
             Title:

(If the Undersigned is a corporation, partnership or fiduciary, the title of the
person signing on behalf of the Undersigned must be stated.)


                                       3
<PAGE>

                                                   ANNEX B -- Form of Restricted
                                                          Securities Certificate

                        RESTRICTED SECURITIES CERTIFICATE

          (For transfers pursuant to Section 2.09(b)(ii), (iii) and (v)
                                of the Indenture)

JPMorgan Chase Bank
c/o J.P. Morgan Trust Company, National Association
101 California Street, Suite 3800
San Francisco, CA 94111


Re:  [Insert Title of Securities] of Science Applications International
     Corporation (the "Securities")

      Reference is made to the Indenture, dated as of June 28, 2002 (the
"Indenture"), between Science Applications International Corporation (the
"Issuer") and JPMorgan Chase Bank, as Trustee. Terms used herein and defined in
the Indenture or in Regulation S or Rule 144 under the U.S. Securities Act of
1933, as amended (the "Securities Act") are used herein as so defined.

      This certificate relates to U.S. $ ___________ principal amount of
Securities, which are evidenced by the following certificate(s) (the "Specified
Securities"):

      CUSIP No(s).
                   --------------------------

      CERTIFICATE No(s).
                        ---------------------

      The person in whose name this certificate is executed below (the
"Undersigned") hereby certifies that either (i) it is the sole beneficial owner
of the Specified Securities or (ii) it is acting on behalf of all the beneficial
owners of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "Owner".
If the Specified Securities are represented by the Global Security, they are
held through the Depositary or an Agent Member in the name of the Undersigned,
as or on behalf of the Owner. If the Specified Securities are not represented by
a Global Security, they are registered in the name of the Undersigned, as or on
behalf of the Owner.

      The Owner has requested that the Specified Securities be transferred to a
person (the "Transferee") who will take delivery in the form of a Restricted
Security. In connection with such transfer, the Owner hereby certifies that,
unless such transfer is being effected pursuant to an effective registration
statement under the Securities Act, it is being effected in accordance with Rule
144A or Rule 144 under the Securities Act and


                                      B-1
<PAGE>

all applicable securities laws of the states of the United States and other
jurisdictions. Accordingly, the Owner hereby further certifies as follows:

      (1) Rule 144A Transfers. If the transfer is being effected in accordance
with Rule 144A:

            (A) the Specified Securities are being transferred to a person that
      the Owner and any person acting on its behalf reasonably believe is a
      "qualified institutional buyer" within the meaning of Rule 144A, acquiring
      for its own account or for the account of a qualified institutional buyer;
      and

            (B) the Owner and any person acting on its behalf have taken
      reasonable steps to ensure that the Transferee is aware that the Owner may
      be relying on Rule 144A in connection with the transfer; and

      (2) Rule 144 Transfers. If the transfer is being effected pursuant to Rule
144:

            (A) the transfer is occurring after a holding period of at least one
      year (computed in accordance with paragraph (d) of Rule 144) has elapsed
      since the Specified Securities were last acquired from the Issuer or from
      an affiliate of the Issuer, whichever is later, and is being effected in
      accordance with the applicable amount, manner of sale and notice
      requirements of Rule 144; or

            (B) the transfer is occurring after a holding period of at least two
      years has elapsed since the Specified Securities were last acquired from
      the Issuer or from an affiliate of the Issuer, whichever is later, and the
      Owner is not, and during the preceding three months has not been, an
      affiliate of the Issuer.

      This certificate and the statements contained herein are made for your
benefit and the benefit of the Issuer and the Initial Purchasers.


Dated:
            --------------------------------------
            (Print the name of the Undersigned,
            as such term is defined in the
            second paragraph of this certificate.)


      By:
            --------------------------------------
            Name:
            Title:

(If the Undersigned is a corporation, partnership or fiduciary, the title of the
person signing on behalf of the Undersigned must be stated.)


                                      B-2
<PAGE>

                                                 ANNEX C -- Form of Unrestricted
                                                          Securities Certificate

                       UNRESTRICTED SECURITIES CERTIFICATE

      (For removal of Securities Act Legends pursuant to Section 2.09(c) of
                                 the Indenture)

JPMorgan Chase Bank
c/o J.P. Morgan Trust Company, National Association
101 California Street, Suite 3800
San Francisco, CA 94111


Re:  [Insert Title of Securities] of Science Applications International
     Corporation (the "Securities")

      Reference is made to the Indenture, dated as of June 28, 2002 (the
"Indenture"), between Science Applications International Corporation (the
"Issuer") and JPMorgan Chase Bank, as Trustee. Terms used herein and defined in
the Indenture or in Regulation S or Rule 144 under the U.S. Securities Act of
1933, as amended (the "Securities Act") are used herein as so defined.

      This certificate relates to U.S. $_____________ principal amount of
Securities, which are evidenced by the following certificate(s) (the "Specified
Securities"):

      CUSIP No(s).
                   --------------------------

      CERTIFICATE No(s).
                        ---------------------

      The person in whose name this certificate is executed below (the
"Undersigned") hereby certifies that either (i) it is the sole beneficial owner
of the Specified Securities or (ii) it is acting on behalf of all the beneficial
owners of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "Owner".
If the Specified Securities are represented by a Global Security, they are held
through the Depositary or an Agent Member in the name of the Undersigned, as or
on behalf of the Owner. If the Specified Securities are not represented by a
Global Security, they are registered in the name of the Undersigned, as or on
behalf of the Owner.

      The Owner has requested that the Specified Securities be exchanged for
Securities bearing no Securities Act Legend pursuant to Section 2.09(c) of the
Indenture. In connection with such exchange, the Owner hereby certifies that the
exchange is occurring after a holding period of at least two years (computed in
accordance with paragraph (d) of Rule 144) has elapsed since the Specified
Securities were last acquired from the Issuer or


                                      C-1
<PAGE>

from an affiliate of the Issuer, whichever is later, and the Owner is not, and
during the preceding three months has not been, an affiliate of the Issuer. The
Owner also acknowledges that any future transfers of the Specified Securities
must comply with all applicable securities laws of the states of the United
States and other jurisdictions.

      This certificate and the statements contained herein are made for your
benefit and the benefit of the Issuer and the Initial Purchasers.

      Dated:
                    --------------------------------------
                    (Print the name of the Undersigned,
                    as such term is defined in the
                    second paragraph of this certificate.)


      By:
              --------------------------------------
              Name:
              Title:

(If the Undersigned is a corporation, partnership or fiduciary, the title of the
person signing on behalf of the Undersigned must be stated.)


                                      C-2