<PAGE>

                                                                     EXHIBIT 4.1

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


                          LEVEL 3 COMMUNICATIONS, INC.

                                       TO

                              THE BANK OF NEW YORK

                                     Trustee

                  -------------------------------------------
                         Amended and Restated Indenture

                            Dated as of July 8, 2003

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

                             Senior Debt Securities

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

<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                      Page
<S>                                                                                   <C>
ARTICLE ONE  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION................. 2
   SECTION 101.  Definitions......................................................... 2
       Act........................................................................... 2
       Additional Amounts............................................................ 2
       Affiliate..................................................................... 2
       Authenticating Agent.......................................................... 3
       Authorized Newspaper.......................................................... 3
       Bearer Security............................................................... 3
       Board of Directors............................................................ 3
       Board Resolution.............................................................. 3
       Business Day.................................................................. 3
       Clearstream................................................................... 3
       Commission.................................................................... 3
       Common Stock.................................................................. 4
       Company....................................................................... 4
       Company Request............................................................... 4
       Company Order................................................................. 4
       Conversion Date............................................................... 4
       Conversion Event.............................................................. 4
       Corporate Trust Office........................................................ 4
       corporation................................................................... 4
       coupon........................................................................ 5
       Currency Indexed Note......................................................... 5
       Defaulted Interest............................................................ 5
       Dollar........................................................................ 5
       ECU........................................................................... 5
       Election Date................................................................. 5
       Euroclear..................................................................... 5
       European Communities.......................................................... 5
       European Monetary System...................................................... 5
       Event of Default.............................................................. 5
       Exchange Rate Agent........................................................... 5
       Exchange Rate Officer's Certificate........................................... 5
       Fair Value.................................................................... 6
       Foreign Currency.............................................................. 6
       Government Obligations........................................................ 6
       Holder........................................................................ 6
       Indenture..................................................................... 7
       Indexed Security.............................................................. 7
       interest...................................................................... 7
       Interest Payment Date......................................................... 7
       Market Exchange Rate.......................................................... 7
       Material Subsidiary........................................................... 8
       Maturity...................................................................... 8
       Officers' Certificate......................................................... 8
       Opinion of Counsel............................................................ 9
       Original Issue Discount Security.............................................. 9
       Outstanding................................................................... 9
</TABLE>

                                        i

<PAGE>

<TABLE>
<S>                                                                                  <C>
       Paying Agent................................................................. 11
       Person....................................................................... 11
       Place of Payment............................................................. 11
       Predecessor Security......................................................... 11
       Preferred Stock.............................................................. 11
       Redemption Date.............................................................. 11
       Redemption Price............................................................. 11
       Registered Security.......................................................... 11
       Regular Record Date.......................................................... 11
       Repayment Date............................................................... 11
       Repayment Price.............................................................. 12
       Responsible Officer.......................................................... 12
       Security..................................................................... 12
       Security Register............................................................ 12
       Security Registrar........................................................... 12
       Special Record Date.......................................................... 12
       Stated Maturity.............................................................. 12
       Subsidiary................................................................... 12
       Trust Indenture Act.......................................................... 13
       TIA.......................................................................... 13
       Trustee...................................................................... 13
       United States................................................................ 13
       United States person......................................................... 13
       Valuation Date............................................................... 13
       Yield to Maturity............................................................ 13
   SECTION 102.  Compliance Certificates and Opinions............................... 13
   SECTION 103.  Form of Documents Delivered to Trustee............................. 14
   SECTION 104.  Acts of Holders.................................................... 15
   SECTION 105.  Notices, etc., to Trustee and Company.............................. 17
   SECTION 106.  Notice to Holders; Waiver.......................................... 17
   SECTION 107.  Effect of Headings and Table of Contents........................... 19
   SECTION 108.  Successors and Assigns............................................. 19
   SECTION 109.  Separability Clause................................................ 19
   SECTION 110.  Benefits of Indenture.............................................. 19
   SECTION 111.  Governing Law...................................................... 19
   SECTION 112.  Legal Holidays..................................................... 19


ARTICLE TWO SECURITIES FORMS........................................................ 20
   SECTION 201.  Forms of Securities................................................ 20
   SECTION 202.  Form of Trustee's Certificate of Authentication.................... 21
   SECTION 203.  Securities Issuable in Global Form................................. 21


ARTICLE THREE THE SECURITIES........................................................ 22
   SECTION 301.  Amount Unlimited; Issuable in Series............................... 22
   SECTION 302.  Denominations...................................................... 27
   SECTION 303.  Execution, Authentication, Delivery and Dating..................... 27
   SECTION 304.  Temporary Securities............................................... 31
   SECTION 305.  Registration, Registration of Transfer and Exchange................ 34
   SECTION 306.  Mutilated, Destroyed, Lost and Stolen Securities................... 38
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                      <C>
   SECTION 307.  Payment of Interest; Interest Rights Preserved; Optional Interest Reset................ 40
   SECTION 308.  Extension of Maturity.................................................................. 44
   SECTION 309.  Persons Deemed Owners.................................................................. 46
   SECTION 310.  Cancellation........................................................................... 47
   SECTION 311.  Computation of Interest................................................................ 48
   SECTION 312.  Currency and Manner of Payments in Respect of Securities............................... 48
   SECTION 313.  Appointment and Resignation of Successor Exchange Rate Agent........................... 53


ARTICLE FOUR SATISFACTION AND DISCHARGE................................................................. 54
   SECTION 401.  Satisfaction and Discharge of Indenture................................................ 54
   SECTION 402.  Application of Trust Funds............................................................. 56


ARTICLE FIVE REMEDIES................................................................................... 50
   SECTION 501.  Events of Default...................................................................... 57
   SECTION 502.  Acceleration of Maturity; Rescission and Annulment..................................... 59
   SECTION 503.  Collection of Indebtedness and Suits for Enforcement by Trustee........................ 60
   SECTION 504.  Trustee May File Proofs of Claim....................................................... 61
   SECTION 505.  Trustee May Enforce Claims Without Possession of Securities or Coupons................. 62
   SECTION 506.  Application of Money Collected......................................................... 63
   SECTION 507.  Limitation on Suits.................................................................... 63
   SECTION 508.  Unconditional Right of Holders to Receive Principal, Premium, if any,
                   and Interest and Additional Amounts.................................................. 64
   SECTION 509.  Restoration of Rights and Remedies..................................................... 64
   SECTION 510.  Rights and Remedies Cumulative......................................................... 65
   SECTION 511.  Delay or Omission Not Waiver........................................................... 65
   SECTION 512.  Control by Holders of Securities....................................................... 65
   SECTION 513.  Waiver of Past Defaults................................................................ 66
   SECTION 514.  Waiver of Usury, Stay or Extension Laws................................................ 66
   SECTION 515.  Undertaking for Costs.................................................................. 66


ARTICLE SIX THE TRUSTEE................................................................................. 67
   SECTION 601.  Notice of Defaults..................................................................... 67
   SECTION 602.  Certain Rights of Trustee.............................................................. 67
   SECTION 603.  Not Responsible for Recitals or Issuance of Securities................................. 69
   SECTION 604.  May Hold Securities.................................................................... 69
   SECTION 605.  Money Held in Trust.................................................................... 69
   SECTION 606.  Compensation and Reimbursement......................................................... 70
   SECTION 607.  Corporate Trustee Required; Eligibility; Conflicting Interests......................... 71
   SECTION 608.  Resignation and Removal; Appointment of Successor...................................... 71
   SECTION 609.  Acceptance of Appointment by Successor................................................. 73
   SECTION 610.  Merger, Conversion, Consolidation or Succession to Business............................ 74
</TABLE>

                                      iii

<PAGE>

<TABLE>
<S>                                                                                                     <C>
   SECTION 611.  Appointment of Authenticating Agent................................................... 75

ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY........................................ 78
   SECTION 701.  Disclosure of Names and Addresses of Holders.......................................... 78
   SECTION 702.  Reports by Trustee.................................................................... 78
   SECTION 703.  Reports by Company.................................................................... 78
   SECTION 704.  Company to Furnish Trustee Names and Addresses of Holders............................. 79


ARTICLE EIGHT CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE......................................... 80
   SECTION 801.  Consolidations and Mergers of Company and Sales, Leases and Conveyances Permitted
                   Subject to Certain Conditions....................................................... 80
   SECTION 802.  Rights and Duties of Successor Corporation............................................ 80
   SECTION 803.  Officers' Certificate and Opinion of Counsel.......................................... 81


ARTICLE NINE SUPPLEMENTAL INDENTURES................................................................... 81
   SECTION 901.  Supplemental Indentures Without Consent of Holders.................................... 81
   SECTION 902.  Supplemental Indentures with Consent of Holders....................................... 83
   SECTION 903.  Execution of Supplemental Indentures.................................................. 84
   SECTION 904.  Effect of Supplemental Indentures..................................................... 85
   SECTION 905.  Conformity with Trust Indenture Act................................................... 85
   SECTION 906.  Reference in Securities to Supplemental Indentures.................................... 85


ARTICLE TEN COVENANTS.................................................................................. 85
   SECTION 1001. Payment of Principal, Premium, if any, and Interest and Additional Amounts............ 85
   SECTION 1002. Maintenance of Office or Agency....................................................... 86
   SECTION 1003. Money for Securities Payments to Be Held in Trust...  ................................ 88
   SECTION 1004. Statement as to Compliance............................................................ 90
   SECTION 1005. Additional Amounts.................................................................... 90


ARTICLE ELEVEN  REDEMPTION OF SECURITIES............................................................... 92
   SECTION 1101. Applicability of Article.............................................................. 92
   SECTION 1102. Election to Redeem; Notice to Trustee................................................. 92
   SECTION 1103. Selection by Trustee of Securities to Be Redeemed.....  .............................. 92
   SECTION 1104. Notice of Redemption.................................................................. 93
   SECTION 1105. Deposit of Redemption Price........................................................... 94
   SECTION 1106. Securities Payable on Redemption Date................................................. 95
   SECTION 1107. Securities Redeemed in Part........................................................... 96
   SECTION 1108. Conversion Arrangement on Call for Redemption......................................... 96
</TABLE>

                                       iV

<PAGE>

<TABLE>
<S>                                                                                                             <C>
ARTICLE TWELVE SINKING FUNDS...................................................................................  97
   SECTION 1201. Applicability of Article......................................................................  97
   SECTION 1202. Satisfaction of Sinking Fund Payments with Securities.........................................  98
   SECTION 1203. Redemption of Securities for Sinking Fund.....................................................  98


ARTICLE THIRTEEN REPAYMENT AT THE OPTION OF HOLDERS............................................................  99
   SECTION 1301. Applicability of Article......................................................................  99
   SECTION 1302. Repayment of Securities.......................................................................  99
   SECTION 1303. Exercise of Option............................................................................  99
   SECTION 1304. When Securities Presented for Repayment Become Due and Payable................................ 100
   SECTION 1305. Securities Repaid in Part..................................................................... 102


ARTICLE FOURTEEN  DEFEASANCE AND COVENANT DEFEASANCE........................................................... 102
   SECTION 1401. Applicability of Article: Company's Option to Effect Defeasance or Covenant Defeasance........ 102
   SECTION 1402. Defeasance and Discharge...................................................................... 102
   SECTION 1403. Covenant Defeasance........................................................................... 103
   SECTION 1404. Conditions to Defeasance or Covenant Defeasance............................................... 104
   SECTION 1405. Deposited Money and Government Obligations to Be Held in Trust; Other
                   Miscellaneous Provisions.................................................................... 106


ARTICLE FIFTEEN  MEETINGS OF HOLDERS OF SECURITIES............................................................. 108
   SECTION 1501. Purposes for Which Meetings May Be Called..................................................... 108
   SECTION 1502. Call, Notice and Place of Meetings............................................................ 108
   SECTION 1503. Persons Entitled to Vote at Meetings.......................................................... 108
   SECTION 1504. Quorum; Action................................................................................ 109
   SECTION 1505. Determination of Voting Rights; Conduct and Adjournment of Meetings........................... 110
   SECTION 1506. Counting Votes and Recording Action of Meetings............................................... 111


ARTICLE SIXTEEN  CONVERSION OF SECURITIES...................................................................... 112
   SECTION 1601. Applicability of Article...................................................................... 112
   SECTION 1602. Right of Holders to Convert Securities into Common Stock...................................... 112
   SECTION 1603. Issuance of Shares of Common Stock on Conversions............................................. 113
   SECTION 1604. No Payment or Adjustment for Interest or Dividends............................................ 114
   SECTION 1605. Adjustment of Conversion Price................................................................ 115
   SECTION 1606. No Fractional Shares to be Issued............................................................. 120
   SECTION 1607. Preservation of Conversion Rights upon Consolidation, Merger, Sale or Conveyance.............. 120
   SECTION 1608. Notice to Holders of the Securities of a Series Prior to Taking Certain Types of Action....... 122
</TABLE>

                                       v

<PAGE>

<TABLE>
<S>                                                                                                     <C>
   SECTION 1609. Covenants to Reserve Shares for Issuance on Conversion of Securities.................. 123
   SECTION 1610. Compliance with Governmental Requirements............................................. 123
   SECTION 1611. Payment of Taxes upon Certificates for Shares Issued upon Conversion.................. 123
   SECTION 1612. Trustee's Duties with Respect to Conversion Provisions................................ 124
   SECTION 1613. Conversion of Securities Into Preferred Stock......................................... 124
</TABLE>


TESTIMONIUM
SIGNATURES
ACKNOWLEDGMENTS
EXHIBIT A - FORMS OF CERTIFICATION

                                       vi

<PAGE>

                          LEVEL 3 COMMUNICATIONS, INC.

              Reconciliation and tie between Trust Indenture Act of
                1939 and Indenture, dated as of __________, ____

<TABLE>
<CAPTION>
Trust Indenture Act Section                                   Indenture Section
<S>                                                           <C>
(S) 310 (a)(1)............................................... 607
        (a)(2)............................................... 607
        (b).................................................. 607, 608
(S) 312 (c) ................................................. 701
(S) 313 (a) ................................................. 702
        (c).................................................. 702
(S) 314 (a) ................................................. 703
        (a)(4)............................................... 1006
        (c)(1)............................................... 102
        (c)(2)............................................... 102
        (e).................................................. 102
(S) 315 (b) ................................................. 601
(S) 316 (a) (last sentence).................................. 101  ("Outstanding")
        (a)(1)(A)............................................ 502, 512
        (a)(1)(B)............................................ 513
        (b).................................................. 508
(S) 317 (a)(1)............................................... 503
        (a)(2)............................................... 504
(S) 318 (a) ................................................. 111
        (c).................................................. 111
</TABLE>

___________________

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

      Reference is also made to Section 318(c) of the Trust Indenture Act of
1939, which provides that the provisions of Section 310 to and including Section
317 of the Trust Indenture Act of 1939 are a part of and govern every qualified
indenture, whether or not physically contained therein.

                                       vii

<PAGE>

     AMENDED AND RESTATED INDENTURE (the "Indenture"), dated as of July [8],
2003, between LEVEL 3 COMMUNICATIONS, INC., a Delaware corporation (hereinafter
called the "Company"), having its principal office at 3555 Farnam Street, Omaha,
Nebraska 68131 and THE BANK OF NEW YORK, a New York banking corporation, as
Trustee hereunder (hereinafter called the "Trustee"), having its Corporate Trust
Office at 101 Barclay Street, 8W, New York, New York 10286.

                             RECITALS OF THE COMPANY

     IBJ Whitehall Bank & Trust Company (f/k/a IBJ Schroder Bank & Trust
Company) ("IBJ") was originally named as trustee in this Indenture, the form of
which was filed as an exhibit to the Company's registration statement on Form
S-3, as filed on February 3, 1999, and The Bank of New York has succeeded to all
or substantially all of IBJ's corporate trust business, and the parties hereto
desire to restate this Indenture.

     The Company deems it necessary to issue from time to time for its lawful
purposes senior debt securities (hereinafter called the "Securities") evidencing
its unsecured and unsubordinated indebtedness, and has duly authorized the
execution and delivery of this Indenture to provide for the issuance from time
to time of the Securities, unlimited as to principal amount, to bear interest at
the rate or pursuant to the formula, to mature at such times and to have such
other provisions as shall be fixed as hereinafter provided.

     This Indenture is subject to the provisions of the Trust Indenture Act of
1939, as amended, that are deemed to be incorporated into this Indenture and
shall, to the extent applicable, be governed by such provisions.

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

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

     SECTION 101. Definitions. For all purposes of this Indenture, except as
otherwise expressly provided or unless the context otherwise requires:

<PAGE>

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

          (2) all other terms used herein which are defined in the TIA, either
     directly or by reference therein, have the meanings assigned to them
     therein, and the terms "cash transaction" and "self-liquidating paper", as
     used in TIA Section 311, shall have the meanings assigned to them in the
     rules of the Commission adopted under the TIA;

          (3) all accounting terms not otherwise defined herein have the
     meanings assigned to them in accordance with generally accepted accounting
     principles; and

          (4) 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.

          Certain terms, used principally in Article Three, Article Five,
Article Six and Article Ten, are defined in those Articles.

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

          "Additional Amounts" means any additional amounts which are required
by a Security or by or pursuant to a Board Resolution, under circumstances
specified therein, to be paid by the Company in respect of certain taxes imposed
on certain Holders and which are owing to such Holders.

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

          "Authenticating Agent" means any authenticating agent appointed by the
Trustee pursuant to Section 611.

          "Authorized Newspaper" means a newspaper, printed in the English
language or in an official language of the country of publication, customarily
published on each Business Day, whether or not published on Saturdays, Sundays
or holidays, and of general circulation in each place in connection with which
the term is used or in the financial community of each such place. Whenever
successive publications are required to be made in Authorized Newspapers, the
successive publications may be made in

                                       -2-

<PAGE>

the same or in different Authorized Newspapers in the same city meeting the
foregoing requirements and in each case on any Business Day.

     "Bearer Security" means any Security established pursuant to Section 201
which is payable to bearer.

     "Board of Directors" means the board of directors of the Company, the
executive committee or any committee of that board duly authorized to act
hereunder.

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

     "Business Day", when used with respect to any Place of Payment or any other
particular location referred to in this Indenture or in the Securities, means,
unless otherwise specified with respect to any Securities pursuant to Section
301, any day, other than a Saturday or Sunday, that is neither a legal holiday
nor a day on which banking institutions in that Place of Payment or particular
location are authorized or required by law, regulation or executive order to
close.

     "CLEARSTREAM" means Clearstream Banking, societe anonyme, or its successor.

     "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 execution of this instrument such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act, then the
body performing such duties on such date.

     "Common Stock" means, with respect to the Company, its common stock, $.01
par value, and with respect to any Material Subsidiary, stock of any class,
however designated, except stock which is non-participating beyond fixed
dividend and liquidation preferences and the holders of which have either no
voting rights or limited voting rights entitling them, only in the case of
certain contingencies, to elect less than a majority of the directors (or
persons performing similar functions) of such Material Subsidiary, and shall
include securities of any class, however designated, which are convertible into
such Common Stock.

     "Company" means the Person named as the "Company" in the first paragraph of
this Indenture until a successor corporation shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter "Company" shall mean
such successor corporation.

                                      -3-

<PAGE>

     "Company Request" and "Company Order" mean, respectively, a written request
or order signed in the name of the Company by its Chairman of the Board, the
President or a Vice President, and by its Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary, of the Company, and delivered to the
Trustee.

     "Conversion Date" has the meaning specified in Section 312(d).

     "Conversion Event" means the cessation of use of (i) a Foreign Currency
both by the government of the country which issued such currency and for the
settlement of transactions by a central bank or other public institutions of or
within the international banking community, (ii) the ECU both within the
European Monetary System and for the settlement of transactions by public
institutions of or within the European Communities or (iii) any currency unit
(or composite currency) other than the ECU for the purposes for which it was
established.

     "Corporate Trust Office" means the office of the Trustee at which, at any
particular time, its corporate trust business shall be principally administered,
which office at the date hereof is located at 101 Barclay Street, 8W, New York,
New York 10286.

     "corporation" includes corporations, associations, companies and business
trusts.

     "coupon" means any interest coupon appertaining to a Bearer Security.

     "Currency Indexed Note" means any Security with the amount of principal
payments determined by reference to an index currency.

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

     "Dollar" or means a dollar or other equivalent unit in such coin or
currency of the United States of America as at the time shall be legal tender
for the payment of public and private debts.

     "ECU" means the European Currency Unit as defined and revised from time to
time by the Council of the European Communities.

     "Election Date" has the meaning specified in Section 312(h).

     "Euroclear" means Morgan Guaranty Trust Company of New York, Brussels
Office, or its successor as operator of the Euroclear System.

                                      -4-

<PAGE>

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

     "European Monetary System" means the European Monetary System established
by the Resolution of December 5, 1978 of the Council of the European
Communities.

     "Event of Default" has the meaning specified in Article Five.

     "Exchange Rate Agent", with respect to Securities of or within any series,
means, unless otherwise specified with respect to any Securities pursuant to
Section 301, a New York Clearing House bank designated pursuant to Section 301
or Section 313.

     "Exchange Rate Officer's Certificate" means a certificate setting forth (i)
the applicable Market Exchange Rate or the applicable bid quotation and (ii) the
Dollar or Foreign Currency amounts of principal (and premium, if any) and
interest, if any (on an aggregate basis and on the basis of a Security having
the lowest denomination principal amount determined in accordance with Section
302 in the relevant currency or currency unit), payable with respect to a
Security of any series on the basis of such Market Exchange Rate or the
applicable bid quotation, signed by the Treasurer, any Vice President or any
Assistant Treasurer of the Company.

     "Fair Value", when used with respect to Common Stock, means the fair value
thereof as determined in good faith by the Board of Directors.

     "Foreign Currency" means any currency, currency unit or composite currency,
including, without limitation, the ECU issued by the government of one or more
countries other than the United States of America or by any recognized
confederation or association of such governments.

     "Government Obligations" means securities which are (i) direct obligations
of the United States of America or the government which issued the Foreign
Currency in which the Securities of a particular series are payable, for the
payment of which its full faith and credit is pledged or (ii) obligations of a
Person controlled or supervised by and acting as an agency or instrumentality of
the United States of America or such government which issued the foreign
currency in which the Securities of such series are payable, the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the
United States of America or such other government, which, in either case, are
not callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank or trust company as custodian with
respect to any such Government Obligation or a specific payment of interest on
or principal of any such Government Obligation held by such

                                      -5-

<PAGE>

custodian for the account of the holder of a depository receipt, provided that
(except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from
any amount received by the custodian in respect of the Government Obligation or
the specific payment of interest on or principal of the Government Obligation
evidenced by such depository receipt.

     "Holder" means, in the case of a Registered Security, the Person in whose
name a Security is registered in the Security Register and, in the case of a
Bearer Security, the bearer thereof and, when used with respect to any coupon,
shall mean the bearer thereof.

     "Indenture" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, and shall
include the terms of particular series of Securities established as contemplated
by Section 301; provided, however, that, if at any time more than one Person is
acting as Trustee under this instrument, "Indenture" shall mean, with respect to
any one or more series of Securities for which such Person is Trustee, this
instrument as originally executed or as it may from time to time be supplemented
or amended by one or more indentures supplemental hereto entered into pursuant
to the applicable provisions hereof and shall include the terms of the or those
particular series of Securities for which such Person is Trustee established as
contemplated by Section 301, exclusive, however, of any provisions or terms
which relate solely to other series of Securities for which such Person is
Trustee, regardless of when such terms or provisions were adopted, and exclusive
of any provisions or terms adopted by means of one or more indentures
supplemental hereto executed and delivered after such Person had become such
Trustee but to which such Person, as such Trustee, was not a party.

     "Indexed Security" means a Security the terms of which provide that the
principal amount thereof payable at Stated Maturity may be more or less than the
principal face amount thereof at original issuance.

     "interest", when used with respect to an Original Issue Discount Security
which by its terms bears interest only after Maturity, shall mean interest
payable after Maturity, and, when used with respect to a Security which provides
for the payment of Additional Amounts pursuant to Section 1005, includes such
Additional Amounts.

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

                                      -6-

<PAGE>

     "Market Exchange Rate" means, unless otherwise specified with respect to
any Securities pursuant to Section 301, (i) for any conversion involving a
currency unit on the one hand and Dollars or any Foreign Currency on the other,
the exchange rate between the relevant currency unit and Dollars or such Foreign
Currency calculated by the method specified pursuant to Section 301 for the
Securities of the relevant series, (ii) for any conversion of Dollars into any
Foreign Currency, the noon buying rate for such Foreign Currency for cable
transfers quoted in New York City as certified for customs purposes by the
Federal Reserve Bank of New York and (iii) for any conversion of one Foreign
Currency into Dollars or another Foreign Currency, the spot rate at noon local
time in the relevant market at which, in accordance with normal banking
procedures, the Dollars or Foreign Currency into which conversion is being made
could be purchased with the Foreign Currency from which conversion is being made
from major banks located in either New York City, London or any other principal
market for Dollars or such purchased Foreign Currency, in each case determined
by the Exchange Rate Agent. Unless otherwise specified with respect to any
Securities pursuant to Section 301, in the event of the unavailability of any of
the exchange rates provided for in the foregoing clauses (i), (ii) and (iii),
the Exchange Rate Agent shall use, in its sole discretion and without liability
on its part, such quotation of the Federal Reserve Bank of New York as of the
most recent available date, or quotations from one or more major banks in New
York City, London or other principal market for such currency or currency unit
in question, or such other quotations as the Exchange Rate Agent shall deem
appropriate. Unless otherwise specified by the Exchange Rate Agent, if there is
more than one market for dealing in any currency or currency unit by reason of
foreign exchange regulations or otherwise, the market to be used in respect of
such currency or currency unit shall be that upon which a nonresident issuer of
securities designated in such currency or currency unit would purchase such
currency or currency unit in order to make payments in respect of such
securities.

     "Material Subsidiary" means any Subsidiary with stockholders' equity which
constituted at least 15% of the Company's consolidated stockholders' equity, all
as determined as of the date of the Company's most recently prepared quarterly
financial statements in accordance with generally accepted accounting
principles.

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

     "Officers' Certificate" means a certificate signed by the Chairman of the
Board of Directors, the President or a Vice

                                       -7-

<PAGE>

President and by the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary, of the Company, and delivered to the Trustee.

     "Opinion of Counsel" means a written opinion of counsel, who may be counsel
for the Company or who may be an employee of or other counsel for the Company
and who shall be satisfactory to the Trustee.

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

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

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

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

          (iii) Securities, except to the extent provided in Sections 1402 and
     1403, with respect to which the Company has effected defeasance and/or
     covenant defeasance as provided in Article Fourteen;

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

          (v)   Securities converted into Common Stock or Preferred Stock in
     accordance with or as contemplated by this Indenture, if the terms of such
     Securities provide for convertibility pursuant to Section 301;

                                       -8-

<PAGE>

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Holders for quorum purposes, and for the purpose of making the
calculations required by TIA Section 313, (i) the principal amount of an
Original Issue Discount Security that may be counted in making such
determination or calculation and that shall be deemed to be Outstanding for such
purpose shall be equal to the amount of principal thereof that would be (or
shall have been declared to be) due and payable, at the time of such
determination, upon a declaration of acceleration of the maturity thereof
pursuant to Section 502, (ii) the principal amount of any Security denominated
in a Foreign Currency that may be counted in making such determination or
calculation and that shall be deemed Outstanding for such purpose shall be equal
to the Dollar equivalent, determined as of the date such Security is originally
issued by the Company as set forth in an Exchange Rate Officer's Certificate
delivered to the Trustee, of the principal amount (or, in the case of an
Original Issue Discount Security, the Dollar equivalent as of such date of
original issuance of the amount determined as provided in clause (i) above) of
such Security, (iii) the principal amount of any Indexed Security that may be
counted in making such determination or calculation and that shall be deemed
outstanding for such purpose shall be equal to the principal face amount of such
Indexed Security at original issuance, unless otherwise provided with respect to
such Security pursuant to Section 301, and (iv) Securities owned by the Company
or any other obligor upon the Securities or any Affiliate of the Company or of
such other obligor shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Trustee shall be protected in making such
calculation or in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which the Trustee knows to
be so owned shall be so disregarded. Securities so owned which have been pledged
in good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor.

     "Paying Agent" means any Person authorized by the Company to pay the
principal of (and premium, if any) or interest on any Securities or coupons on
behalf of the Company.

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

     "Place of Payment", when used with respect to the Securities of or within
any series, means the place or places where the principal of (and premium, if
any) and interest on such

                                      -9-

<PAGE>

Securities are payable as specified as contemplated by Sections 301 and 1002.

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

     "Preferred Stock" means, with respect to the Company, its preferred stock,
$.01 par value.

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

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

     "Registered Security" shall mean any Security which is registered in the
Security Register.

     "Regular Record Date" for the interest payable on any Interest Payment Date
on the Registered Securities of or within any series means the date specified
for that purpose as contemplated by Section 301, whether or not a Business Day.

     "Repayment Date" means, when used with respect to any Security to be repaid
at the option of the Holder, the date fixed for such repayment by or pursuant to
this Indenture.

     "Repayment Price" means, when used with respect to any Security to be
repaid at the option of the Holder, the price at which it is to be repaid by or
pursuant to this Indenture.

     "Responsible Officer", when used with respect to the Trustee, means any
officer within the corporate trust department of the Trustee, including any vice
president, any assistant vice president (whether or not designated by a number
or a word or words added before or after the title "vice president"), any
assistant secretary or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers and
also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of such officer's knowledge and
familiarity with the particular subject.

                                      -10-

<PAGE>

     "Security" has the meaning stated in the first recital of this Indenture
and, more particularly, means any Security or Securities authenticated and
delivered under this Indenture; provided, however, that, if at any time there is
more than one Person acting as Trustee under this Indenture, "Securities" with
respect to the Indenture as to which such Person is Trustee shall have the
meaning stated in the first recital of this Indenture and shall more
particularly mean Securities authenticated and delivered under this Indenture,
exclusive, however, of Securities of any series as to which such Person is not
Trustee.

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

     "Special Record Date" for the payment of any Defaulted Interest on the
Registered Securities of or within any series means a date fixed by the Trustee
pursuant to Section 307.

     "Stated Maturity", when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security or a coupon representing such installment of interest as the
fixed date on which the principal of such Security or such installment of
principal or interest is due and payable, as such date may be extended pursuant
to the provisions of Section 308.

     "Subsidiary" means a corporation a majority of the outstanding voting stock
of which is owned, directly or indirectly, by the Company or by one or more
other Subsidiaries of the Company. For the purposes of this definition, "voting
stock" means stock having voting power for the election of directors, whether at
all times or only so long as no senior class of stock has such voting power by
reason of any contingency.

     "Trust Indenture Act" or "TIA means the Trust Indenture Act of 1939, as
amended and as in force at the date as of which this Indenture was executed,
except as provided in Section 905.

     "Trustee" means the Person named as the "Trustee" in the first paragraph of
this Indenture 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 then a Trustee hereunder; provided, however, that if
at any time there is more than one such Person, "Trustee" as used with respect
to the Securities of any series shall mean only the Trustee with respect to
Securities of that series.

     "United States" means, unless otherwise specified with respect to any
Securities pursuant to Section 301, the United States of America (including the
states and the District of Columbia), its territories, its possessions and other
areas subject to its jurisdiction.

                                      -11-

<PAGE>

           "United States person" means, unless otherwise specified with respect
to any Securities pursuant to Section 301, an individual who is a citizen 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 an estate or
trust the income of which is subject to United States federal income taxation
regardless of its source.

           "Valuation Date" has the meaning specified in Section 312(c).

           "Yield to Maturity" means the yield to maturity, computed at the time
of issuance of a Security (or, if applicable, at the most recent redetermination
of interest on such Security) and as set forth in such Security in accordance
with generally accepted United States bond yield computation principles.

           SECTION 102. Compliance Certificates and Opinions. Upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent, if any, 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, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

           Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than pursuant to
Section 1004) shall include:

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

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

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

           (4) a statement as to whether, in the opinion of each such
    individual, such condition or covenant has been complied with.

                                      -12-

<PAGE>

           SECTION 103. Form of Documents Delivered to Trustee. In any case
where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified
by, or covered by the opinion of, only one such Person, or that they be so
certified or covered by only one document, but one such Person may certify or
give an opinion as to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.

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

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

           SECTION 104. Acts of Holders. (a) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Holders of the Outstanding Securities of all series or one
or more series, as the case may be, may be embodied in and evidenced by one or
more instruments of substantially similar tenor signed by such Holders in person
or by agents duly appointed in writing. If Securities of a series are issuable
as Bearer Securities, any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders of Securities of such series may, alternatively, be embodied in and
evidenced by the record of Holders of Securities of such series voting in favor
thereof, either in person or by proxies duly appointed in writing, at any
meeting of Holders of Securities of such series duly called and held in
accordance with the provisions of Article Fifteen, or a combination of such
instruments and any such record. Except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments or record
or both are delivered to the Trustee and, where it is hereby expressly required,
to the Company. Such instrument or instruments and any such record (and the
action embodied therein and evidenced

                                      -13-

<PAGE>

thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments or so voting at any such meeting. Proof of
execution of any such instrument or of a writing appointing any such agent, or
of the holding by any Person of a Security, shall be sufficient for any purpose
of this Indenture and conclusive in favor of the Trustee and the Company and any
agent of the Trustee or the Company, if made in the manner provided in this
Section. The record of any meeting of Holders of Securities shall be proved in
the manner provided in Section 1506.

           (b) The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may be proved in any
reasonable manner which the Trustee deems sufficient.

           (c) The ownership of Registered Securities shall be proved by the
Security Register.

           (d) The ownership of Bearer Securities may be proved by the
production of such Bearer Securities or by a certificate executed, as
depositary, by any trust company, bank, banker or other depositary, wherever
situated, if such certificate shall be deemed by the Trustee to be satisfactory,
showing that at the date therein mentioned such Person had on deposit with such
depositary, or exhibited to it, the Bearer Securities therein described; or such
facts may be proved by the certificate or affidavit of the Person holding such
Bearer Securities, if such certificate or affidavit is deemed by the Trustee to
be satisfactory. The Trustee and the Company may assume that such ownership of
any Bearer Security continues until (1) another certificate or affidavit bearing
a later date issued in respect of the same Bearer Security is produced, or (2)
such Bearer Security is produced to the Trustee by some other Person, or (3)
such Bearer Security is surrendered in exchange for a Registered Security, or
(4) such Bearer Security is no longer Outstanding. The ownership of Bearer
Securities may also be proved in any other manner which the Trustee deems
sufficient.

           (e) If the Company shall solicit from the Holders of Registered
Securities any request, demand, authorization, direction, notice, consent,
waiver or other Act, the Company may, at its option, in or pursuant to a Board
Resolution, fix in advance a record date for the determination of Holders
entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other Act, but the Company shall have no obligation to do so.
Notwithstanding TIA Section 316(c), such record date shall be the record date
specified in or pursuant to such Board Resolution, which shall be a date not
earlier than the date 30 days prior to the first solicitation of Holders
generally in connection therewith and not later than the date such solicitation
is completed. If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other Act may be given
before or after such record

                                      -14-

<PAGE>

date, but only the Holders of record at the close of business on such record
date shall be deemed to be Holders for the purposes of determining whether
Holders of the requisite proportion of Outstanding Securities have authorized or
agreed or consented to such request, demand, authorization, direction, notice,
consent, waiver or other Act, and for that purpose the Outstanding Securities
shall be computed as of such record date; provided that no such authorization,
agreement or consent by the Holders on such record date shall be deemed
effective unless it shall become effective pursuant to the provisions of this
Indenture not later than eleven months after the record date.

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

           SECTION 105. Notices, etc., to Trustee and Company. Any request,
demand, authorization, direction, notice, consent, waiver or Act of Holders or
other document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with,

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

           (2) the Company by the Trustee or by any Holder shall be sufficient
    for every purpose hereunder (unless otherwise herein expressly provided) if
    in writing and mailed, first class postage prepaid, to the Company addressed
    to it at the address of its principal office specified in the first
    paragraph of this Indenture or at any other address previously furnished in
    writing to the Trustee by the Company.

           SECTION 106. Notice to Holders; Waiver. Where this Indenture provides
for notice of any event to Holders of Registered Securities by the Company or
the Trustee, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to
each such Holder affected by such event, at his address as it appears in the
Security Register, not later than the latest date, and not earlier than the
earliest date, prescribed for the giving of such notice. In any case where
notice to Holders of Registered Securities is given by mail, neither the failure
to mail such notice, nor any defect in any notice so mailed, to any

                                      -15-

<PAGE>

particular Holder shall affect the sufficiency of such notice with respect to
other Holders of Registered Securities or the sufficiency of any notice to
Holders of Bearer Securities given as provided herein. Any notice mailed to a
Holder in the manner herein prescribed shall be conclusively deemed to have been
received by such Holder, whether or not such Holder actually receives such
notice.

           If by reason of the suspension of or irregularities in regular mail
service or by reason of any other cause it shall be impracticable to give such
notice by mail, then such notification to Holders of Registered Securities as
shall be made with the approval of the Trustee shall constitute a sufficient
notification to such Holders for every purpose hereunder.

           Except as otherwise expressly provided herein or otherwise specified
with respect to any Securities pursuant to Section 301, where this Indenture
provides for notice to Holders of Bearer Securities of any event, such notice
shall be sufficiently given if published in an Authorized Newspaper in The City
of New York and in such other city or cities as may be specified in such
Securities on a Business Day, such publication to be not later than the latest
date, and not earlier than the earliest date, prescribed for the giving of such
notice. Any such notice shall be deemed to have been given on the date of such
publication or, if published more than once, on the date of the first such
publication.

           If by reason of the suspension of publication of any Authorized
Newspaper or Authorized Newspapers or by reason of any other cause it shall be
impracticable to publish any notice to Holders of Bearer Securities as provided
above, then such notification to Holders of Bearer Securities as shall be given
with the approval of the Trustee shall constitute sufficient notice to such
Holders for every purpose hereunder. Neither the failure to give notice by
publication to any particular Holder of Bearer Securities as provided above, nor
any defect in any notice so published, shall affect the sufficiency of such
notice with respect to other Holders of Bearer Securities or the sufficiency of
any notice to Holders of Registered Securities given as provided herein.

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

           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

                                      -16-

<PAGE>

not be a condition precedent to the validity of any action taken in reliance
upon such waiver.

           SECTION 107. Effect of Headings and Table of Contents. The Article
and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.

           SECTION 108. Successors and Assigns. All covenants and agreements in
this Indenture by the Company shall bind its successors and assigns, whether so
expressed or not.

           SECTION 109. Separability Clause. In case any provision in this
Indenture or in any Security or coupon 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 110. Benefits of Indenture. Nothing in this Indenture or in
the Securities or coupons, express or implied, shall give to any Person, other
than the parties hereto, any Security Registrar, any Paying Agent, any
Authenticating Agent and their successors hereunder and the Holders any benefit
or any legal or equitable right, remedy or claim under this Indenture.

           SECTION 111. Governing Law. This Indenture and the Securities and
coupons shall be governed by and construed in accordance with the law of the
State of New York. This Indenture is subject to the provisions of the TIA that
are required to be part of this Indenture and shall, to the extent applicable,
be governed by such provisions.

           SECTION 112. Legal Holidays. In any case where any Interest Payment
Date, Redemption Date, Repayment Date, sinking fund payment date, Stated
Maturity or Maturity of any Security shall not be a Business Day at any Place of
Payment, then (notwithstanding any other provision of this Indenture or any
Security or coupon other than a provision in the Securities of any series which
specifically states that such provision shall apply in lieu hereof), payment of
interest or any Additional Amounts or principal (and premium, if any) need not
be made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same force and effect
as if made on the Interest Payment Date, Redemption Date, Repayment Date or
sinking fund payment date, or at the Stated Maturity or Maturity, provided that
no interest shall accrue on the amount so payable for the period from and after
such Interest Payment Date, Redemption Date, Repayment Date, sinking fund
payment date, Stated Maturity or Maturity, as the case may be.

                                   ARTICLE TWO

                                      -17-

<PAGE>

                                SECURITIES FORMS

           SECTION 201. Forms of Securities. The Registered Securities, if any,
of each series and the Bearer Securities, if any, of each series and related
coupons shall be in substantially the forms as shall be established in one or
more indentures supplemental hereto or approved from time to time by or pursuant
to a Board Resolution in accordance with Section 301, shall have such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture or any indenture supplemental hereto,
and may have such letters, numbers or other marks of identification or
designation and such legends or endorsements placed thereon as the Company may
deem appropriate and as are not inconsistent with the provisions of this
Indenture, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any stock
exchange on which the Securities may be listed, or to conform to usage.

           Unless otherwise specified as contemplated by Section 301, Bearer
Securities shall have interest coupons attached.

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

           SECTION 202. Form of Trustee's Certificate of Authentication. Subject
to Section 611, the Trustee's certificate of authentication shall be in
substantially the following form:

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

                              THE BANK OF NEW YORK,
                                   as Trustee

                                               By:______________________________
                                                  Authorized Signatory

           SECTION 203. Securities Issuable in Global Form. If Securities of or
within a series are issuable in global form, as specified as contemplated by
Section 301, then, notwithstanding clause (8) of Section 301 and the provisions
of Section 302, any such Security shall represent such of the 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

                                      -18-

<PAGE>

aggregate amount of Outstanding Securities of such series represented thereby
may from time to time be increased or decreased to reflect exchanges. Any
endorsement of a Security in global form to reflect the amount, or any increase
or decrease in the amount, of Outstanding Securities represented thereby shall
be made by the Trustee in such manner and upon instructions given by such Person
or Persons as shall be specified therein or in the Company Order to be delivered
to the Trustee pursuant to Section 303 or 304. Subject to the provisions of
Section 303 and, if applicable, Section 304, the Trustee shall deliver and
redeliver any Security in permanent global form in the manner and upon
instructions given by the Person or Persons specified therein or in the
applicable Company Order. If a Company Order pursuant to Section 303 or 304 has
been, or simultaneously is, delivered, any instructions by the Company with
respect to endorsement or delivery or redelivery of a Security in global form
shall be in writing but need not comply with Section 102 and need not be
accompanied by an Opinion of Counsel.

           The provisions of the last sentence of Section 303 shall apply to any
Security represented by a Security in global form if such Security was never
issued and sold by the Company and the Company delivers to the Trustee the
Security in global form together with written instructions (which need not
comply with Section 102 and need not be accompanied by an Opinion of Counsel)
with regard to the reduction in the principal amount of Securities represented
thereby, together with the written statement contemplated by the last sentence
of Section 303.

           Notwithstanding the provisions of Section 307, unless otherwise
specified as contemplated by Section 301, payment of principal of and any
premium and interest on any Security in permanent global form shall be made to
the Person or Persons specified therein.

           Notwithstanding the provisions of Section 309 and except as provided
in the preceding paragraph, the Company, the Trustee and any agent of the
Company and the Trustee shall treat as the Holder of such principal amount of
Outstanding Securities represented by a permanent global Security (i) in the
case of a permanent global Security in registered form, the Holder of such
permanent global Security in registered form, or (ii) in the case of a permanent
global Security in bearer form, Euroclear or Clearstream.

                                  ARTICLE THREE

                                 THE SECURITIES

           SECTION 301. Amount Unlimited; Issuable in Series. The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.

                                      -19-

<PAGE>

           The Securities may be issued in one or more series. There shall be
established in one or more Board Resolutions or pursuant to authority granted by
one or more Board Resolutions and, subject to Section 303, set forth, or
determined in the manner provided, in an Officers' Certificate, or established
in one or more indentures supplemental hereto, prior to the issuance of
Securities of any series, any or all of the following, as applicable (each of
which (except for the matters set forth in clauses (1), (2) and (15) below), if
so provided, may be determined from time to time by the Company with respect to
unissued Securities of the series when issued from time to time):

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

           (2) any limit upon the aggregate principal amount of the Securities
    of the series that may be authenticated and delivered under this Indenture
    (except for Securities authenticated and delivered upon registration of
    transfer of, or in exchange for, or in lieu of, other Securities of the
    series pursuant to Section 304, 305, 306, 906, 1107 or 1305);

           (3) the date or dates, or the method by which such date or dates will
    be determined or extended, on which the principal of the Securities of the
    series shall be payable;

           (4) the rate or rates at which the Securities of the series shall
    bear interest, if any, or the method by which such rate or rates shall be
    determined, 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 such interest will be payable and the Regular Record Date, if
    any, for the interest payable on any Registered Security on any Interest
    Payment Date, or the method by which such date shall be determined, and the
    basis upon which interest shall be calculated if other than that of a
    360-day year of twelve 30-day months;

           (5) the place or places, if any, other than or in addition to the
    Borough of Manhattan, The City of New York, where the principal of (and
    premium, if any), interest, if any, on, and Additional Amounts, if any,
    payable in respect of, Securities of the series shall be payable, any
    Registered Securities of the series may be surrendered for registration of
    transfer, Securities of the series may be surrendered for exchange or
    conversion and notices or demands to or upon the Company in respect of the
    Securities of the series and this Indenture may be served;

           (6) the period or periods within which, the price or prices at which,
    the currency or currencies, currency unit or units or composite currency or
    currencies in which, and

                                      -20-

<PAGE>

    other terms and conditions upon which Securities of the series may be
    redeemed, in whole or in part, at the option of the Company, if the Company
    is to have the option;

           (7) the obligation, if any, of the Company to redeem, repay or
    purchase Securities of the series pursuant to any sinking fund or analogous
    provision or at the option of a Holder thereof, and the period or periods
    within which or the date or dates on which, the price or prices at which,
    the currency or currencies, currency unit or units or composite currency or
    currencies in which, and other terms and conditions upon which Securities of
    the series shall be redeemed, repaid 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 any Registered Securities of the series
    shall be issuable and, if other than the denomination of $5,000, the
    denomination or denominations in which any Bearer Securities of the series
    shall be issuable;

           (9) if other than the Trustee, the identity of each Security
    Registrar and/or Paying Agent;

           (10) if other than the principal amount thereof, the portion of the
    principal amount of Securities of the series that shall be payable upon
    declaration of acceleration of the Maturity thereof pursuant to Section 502
    or, if applicable, the portion of the principal amount of Securities of the
    series that is convertible in accordance with the provisions of this
    Indenture or the method by which such portion shall be determined;

           (11) if other than Dollars, the Foreign Currency in which payment of
    the principal of (and premium, if any) or interest or Additional Amounts, if
    any, on the Securities of the series shall be payable or in which the
    Securities of the series shall be denominated and the particular provisions
    applicable thereto in accordance with, in addition to or in lieu of any of
    the provisions of Section 312;

           (12) whether the amount of payments of principal of (and premium, if
    any) or interest, if any, on the Securities of the series may be determined
    with reference to an index, formula or other method (which index, formula or
    method may be based, without limitation, on one or more currencies, currency
    units, composite currencies, commodities, equity indices or other indices),
    and the manner in which such amounts shall be determined;

           (13) whether the principal of (and premium, if any) or interest or
    Additional Amounts, if any, on the Securities of

                                      -21-

<PAGE>

         the series are to be payable, at the election of the Company or a
         Holder thereof, in a currency or currencies, currency unit or units or
         composite currency or currencies other than that in which such
         Securities are denominated or stated to be payable, the period or
         periods within which (including the Election Date), and the terms and
         conditions upon which, such election may be made, and the time and
         manner of determining the exchange rate between the currency or
         currencies, currency unit or units or composite currency or currencies
         in which such Securities are denominated or stated to be payable and
         the currency or currencies, currency unit or units or composite
         currency or currencies in which such Securities are to be so payable,
         in each case in accordance with, in addition to or in lieu of any of
         the provisions of Section 312;

                (14) provisions, if any, granting special rights to the Holders
         of Securities of the series upon the occurrence of such events as may
         be specified;

                (15) any deletions from, modifications of or additions to the
         Events of Default or covenants of the Company with respect to
         Securities of the series, whether or not such Events of Default or
         covenants are consistent with the Events of Default or covenants set
         forth herein;

                (16) whether Securities of the series are to be issuable as
          Registered Securities, Bearer Securities (with or without coupons) or
         both, any restrictions applicable to the offer, sale or delivery of
         Bearer Securities and the terms upon which Bearer Securities of the
         series may be exchanged for Registered Securities of the series and
         vice versa (if permitted by applicable laws and regulations), whether
         any Securities of the series are to be issuable initially in temporary
         global form and whether any Securities of the series are to be issuable
         in permanent global form with or without coupons and, if so, whether
         beneficial owners of interests in any such permanent global Security
         may exchange such interests for Securities of such series and of like
         tenor of any authorized form and denomination and the circumstances
         under which any such exchanges may occur, if other than in the manner
         provided in Section 305, and, if Registered Securities of the series
         are to be issuable as a global Security, the identity of the depositary
         for such series;

                (17) the date as of which any Bearer Securities of the series
         and any temporary global Security representing Outstanding Securities
         of the series shall be dated if other than the date of original
         issuance of the first Security of the series to be issued;

                (18) the Person to whom any interest on any Registered Security
         of the series shall be payable, if other than the

                                       -22-

<PAGE>

         Person in whose name that Security (or one or more Predecessor
         Securities) is registered at the close of business on the Regular
         Record Date for such interest, the manner in which, or the Person to
         whom, any interest on any Bearer Security of the series shall be
         payable, if otherwise than upon presentation and surrender of the
         coupons appertaining thereto as they severally mature, and the extent
         to which, or the manner in which, any interest payable on a temporary
         global Security on an Interest Payment Date will be paid if other than
         in the manner provided in Section 304;

                (19) the applicability, if any, of Sections 1402 and/or 1403 to
         the Securities of the series and any provisions in modification of, in
         addition to or in lieu of any of the provisions of Article Fourteen;

                (20) if the Securities of such series are to be issuable in
         definitive form (whether upon original issue or upon exchange of a
         temporary Security of such series) only upon receipt of certain
         certificates or other documents or satisfaction of other conditions,
         then the form and/or terms of such certificates, documents or
         conditions;

                (21) if the Securities of the series are to be issued upon the
         exercise of warrants, the time, manner and place for such Securities to
         be authenticated and delivered;

                (22) whether and under what circumstances the Company will pay
         Additional Amounts as contemplated by Section 1005 on the Securities of
         the series to any Holder who is not a United States person (including
         any modification to the definition of such term) in respect of any tax,
         assessment or governmental charge and, if so, whether the Company will
         have the option to redeem such Securities rather than pay such
         Additional Amounts (and the terms of any such option);

                (23) the designation of the initial Exchange Rate Agent, if any;

                (24) the obligation, if any, of the Company to permit the
         conversion of the Securities of such series into the Company's Common
         Stock or Preferred Stock, and the terms and conditions upon which such
         conversion shall be effected (including, without limitation, the
         initial conversion price or rate, the conversion period, any adjustment
         of the applicable conversion price, any requirements relative to
         reservation of shares for purposes of conversion and any other
         provision in addition to or in lieu of those set forth in this
         Indenture or any indenture supplemental hereto relative to such
         obligation); and

                (25) any other terms of the series (which terms shall not be
         inconsistent with the provisions of this Indenture).

                                       -23-

<PAGE>

         All Securities of any one series and the coupons appertaining to any
Bearer Securities of such series shall be substantially identical except, in the
case of Registered Securities, as to denomination and except as may otherwise be
provided in or pursuant to such Board Resolution (subject to Section 303) and
set forth in such Officers' Certificate or in any such indenture supplemental
hereto. All Securities of any one series need not be issued at the same time
and, unless otherwise provided, a series may be reopened, without the consent of
the Holders, for issuances of additional Securities of such series.

         If any of the terms of the Securities of any series are established by
action taken pursuant to one or more Board Resolutions, a copy of an appropriate
record of such action(s) shall be certified by the Secretary or an Assistant
Secretary of the Company and delivered to the Trustee at or prior to the
delivery of the Officers' Certificate setting forth the terms of the Securities
of such series.

         SECTION 302. Denominations. The Securities of each series shall be
issuable in such denominations as shall be specified as contemplated by Section
301. With respect to Securities of any series denominated in Dollars, in the
absence of any such provisions with respect to the Securities of any series, the
Registered Securities of such series, other than Registered Securities issued in
global form (which may be of any denomination), shall be issuable in
denominations of $1,000 and any integral multiple thereof and the Bearer
Securities of such series, other than Bearer Securities issued in global form
(which may be of any denomination), shall be issuable in a denomination of
$5,000.

         SECTION 303. Execution, Authentication, Delivery and Dating. The
Securities and any coupons appertaining thereto shall be executed on behalf of
the Company by its Chairman of the Board, its President or one of its Vice
Presidents. The signature of any of these officers on the Securities and coupons
may be manual or facsimile signatures of the present or any future such
authorized officer and may be imprinted or otherwise reproduced on the
Securities.

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

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series, together with
any coupon appertaining thereto, executed by the Company to the Trustee for

                                       -24-

<PAGE>

authentication, together with a Company Order for the authentication and
delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities; provided, however, that,
in connection with its original issuance, no Bearer Security shall be mailed or
otherwise delivered to any location in the United States; and provided further
that, unless otherwise specified with respect to any series of Securities
pursuant to Section 301, a Bearer Security may be delivered in connection with
its original issuance only if the Person entitled to receive such Bearer
Security shall have furnished a certificate to Euroclear or Clearstream, as the
case may be, in the form set forth in Exhibit A-1 to this Indenture or such
other certificate as may be specified with respect to any series of Securities
pursuant to Section 301, dated no earlier than 15 days prior to the earlier of
the date on which such Bearer Security is delivered and the date on which any
temporary Security first becomes exchangeable for such Bearer Security in
accordance with the terms of such temporary Security and this Indenture. If any
Security shall be represented by a permanent global Bearer Security, then, for
purposes of this Section and Section 304, the notation of a beneficial owner's
interest therein upon original issuance of such Security or upon exchange of a
portion of a temporary global Security shall be deemed to be delivery in
connection with its original issuance of such beneficial owner's interest in
such permanent global Security. Except as permitted by Section 306, the Trustee
shall not authenticate and deliver any Bearer Security unless all appurtenant
coupons for interest then matured have been detached and cancelled.

         If all the Securities of any series are not to be issued at one time
and if the Board Resolution or supplemental indenture establishing such series
shall so permit, such Company Order may set forth procedures acceptable to the
Trustee for the issuance of such Securities and determining the terms of
particular Securities of such series, such as interest rate or formula, maturity
date, date of issuance and date from which interest shall accrue. 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 TIA Section 315(a) through 315(d)) shall be
fully protected in relying upon,

            (i)   an Opinion of Counsel stating that

                (a) the form or forms of such Securities and any coupons have
         been established in conformity with the provisions of this Indenture;

                (b) the terms of such Securities and any coupons have been
         established in conformity with the provisions of this Indenture; and

                                       -25-

<PAGE>

                (c) such Securities, together with any coupons appertaining
         thereto, when completed by appropriate insertions and executed and
         delivered by the Company to the Trustee for authentication in
         accordance with this Indenture, authenticated and delivered by the
         Trustee in accordance with this Indenture and issued by the Company in
         the manner and subject to any conditions specified in such Opinion of
         Counsel, will constitute legal, valid and binding obligations of the
         Company, enforceable in accordance with their terms, subject to
         applicable bankruptcy, insolvency, reorganization and other similar
         laws of general applicability relating to or affecting the enforcement
         of creditors' rights, to general equitable principles and to such other
         qualifications as such counsel shall conclude do not materially affect
         the rights of Holders of such Securities and any coupons; and

             (ii) an Officers' Certificate stating that all conditions precedent
    provided for in this Indenture relating to the issuance of the Securities
    have been complied with and that, to the best of the knowledge of the
    signers of such certificate, that no Event of Default with respect to any of
    the Securities shall have occurred and be continuing.

If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties,
obligations or immunities under the Securities and this Indenture or otherwise
in a manner which is not reasonably acceptable to the Trustee. Notwithstanding
the generality of the foregoing, the Trustee will not be required to
authenticate Securities denominated in a Foreign Currency if the Trustee
reasonably believes that it would be unable to perform its duties with respect
to such Securities.

         Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all the Securities of any series are not to be issued at one time,
it shall not be necessary to deliver an Officers' Certificate otherwise required
pursuant to Section 301 or a Company Order, or an Opinion of Counsel or an
Officers' Certificate otherwise required pursuant to the preceding paragraph at
the time of issuance of each Security of such series, but such order, opinion
and certificates, with appropriate modifications to cover such future issuances,
shall be delivered at or before the time of issuance of the first Security of
such series.

         Each Registered Security shall be dated the date of its authentication
and each Bearer Security shall be dated as of the date specified as contemplated
by Section 301.

         No Security or coupon shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose

                                       -26-

<PAGE>

unless there appears on such Security or Security to which such coupon
appertains a certificate of authentication substantially in the form provided
for herein duly executed by the Trustee by manual signature of an authorized
signatory, and such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and
delivered hereunder and is entitled to the benefits of this Indenture.
Notwithstanding the foregoing, if any Security shall have been authenticated and
delivered hereunder but never issued and sold by the Company, and the Company
shall deliver such Security to the Trustee for cancellation as provided in
Section 310 together with a written statement (which need not comply with
Section 102 and need not be accompanied by an Opinion of Counsel) stating that
such Security has never been issued and sold by the Company, for all purposes of
this Indenture such Security shall be deemed never to have been authenticated
and delivered hereunder and shall never be entitled to the benefits of this
Indenture.

         SECTION 304. Temporary Securities. (a) Pending the preparation of
definitive Securities of any series, the Company may execute, and upon Company
Order the Trustee shall authenticate and deliver, temporary Securities which are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the definitive Securities
in lieu of which they are issued, in registered form, or, if authorized, in
bearer form with one or more coupons or without coupons, and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as conclusively evidenced by
their execution of such Securities. In the case of Securities of any series,
such temporary Securities may be in global form.

         Except in the case of temporary Securities in global form (which shall
be exchanged in accordance with Section 304(b) or as otherwise provided in or
pursuant to a Board Resolution), if temporary Securities of any series are
issued, the Company will cause definitive Securities of that series to be
prepared without unreasonable delay. After the preparation of definitive
Securities of such series, the temporary Securities of such series shall be
exchangeable for definitive Securities of such series upon surrender of the
temporary Securities of such series at the office or agency of the Company in a
Place of Payment for that series, without charge to the Holder. Upon surrender
for cancellation of any one or more temporary Securities of any series
(accompanied by any non-matured coupons appertaining thereto), the Company shall
execute and the Trustee or authenticating agent shall authenticate and deliver
in exchange therefor a like principal amount of definitive Securities of the
same series of authorized denominations; provided, however, that no definitive
Bearer Security shall be delivered in exchange for a temporary Registered
Security; and provided further that a definitive Bearer Security shall be
delivered in exchange for a

                                       -27-

<PAGE>

temporary Bearer Security only in compliance with the conditions set forth in
Section 303. Until so exchanged, the temporary Securities of any series shall in
all respects be entitled to the same benefits under this Indenture as definitive
Securities of such series.

         (b) Unless otherwise provided in or pursuant to a Board Resolution,
this Section 304(b) shall govern the exchange of temporary Securities issued in
global form other than through the facilities of The Depository Trust Company.
If any such temporary Security is issued in global form, then any such temporary
global Security shall, unless otherwise provided therein, be delivered to the
London office of a depositary or common depositary (the "Common Depositary"),
for the benefit of Euroclear and Clearstream, for credit to the respective
accounts of the beneficial owners of such Securities (or to such other accounts
as they may direct).

         Without unnecessary delay but in any event not later than the date
specified in, or determined pursuant to the terms of, any such temporary global
Security (the "Exchange Date"), the Company shall deliver to the Trustee
definitive Securities, in aggregate principal amount equal to the principal
amount of such temporary global Security, executed by the Company. On or after
the Exchange Date, such temporary global Security shall be surrendered by the
Common Depositary to the Trustee, as the Company's agent for such purpose, to be
exchanged, in whole or from time to time in part, for definitive Securities
without charge, and the Trustee shall authenticate and deliver, in exchange for
each portion of such temporary global Security, an equal aggregate principal
amount of definitive Securities of the same series of authorized denominations
and of like tenor as the portion of such temporary global Security to be
exchanged. The definitive Securities to be delivered in exchange for any such
temporary global Security shall be in bearer form, registered form, permanent
global bearer form or permanent global registered form, or any combination
thereof, as specified as contemplated by Section 301, and, if any combination
thereof is so specified, as requested by the beneficial owner thereof; provided,
however, that, unless otherwise specified in such temporary global Security,
upon such presentation by the Common Depositary, such temporary global Security
is accompanied by a certificate dated the Exchange Date or a subsequent date and
signed by Euroclear as to the portion of such temporary global Security held for
its account then to be exchanged and a certificate dated the Exchange Date or a
subsequent date and signed by Clearstream as to the portion of such temporary
global Security held for its account then to be exchanged, each in the form set
forth in Exhibit A-2 to this Indenture or in such other form as may be
established pursuant to Section 301; and provided further that definitive Bearer
Securities shall be delivered in exchange for a portion of a temporary global
Security only in compliance with the requirements of Section 303.

                                       -28-

<PAGE>

         Unless otherwise specified in such temporary global Security, the
interest of a beneficial owner of Securities of a series in a temporary global
Security shall be exchanged for definitive Securities of the same series and of
like tenor following the Exchange Date when the account holder instructs
Euroclear or Clearstream, as the case may be, to request such exchange on his
behalf and delivers to Euroclear or Clearstream, as the case may be, a
certificate in the form set forth in Exhibit A-1 to this Indenture (or in such
other form as may be established pursuant to Section 301), dated no earlier than
15 days prior to the Exchange Date, copies of which certificate shall be
available from the offices of Euroclear and Clearstream, the Trustee, any
Authenticating Agent appointed for such series of Securities and each Paying
Agent. Unless otherwise specified in such temporary global Security, any such
exchange shall be made free of charge to the beneficial owners of such temporary
global Security, except that a Person receiving definitive Securities must bear
the cost of insurance, postage, transportation and the like unless such Person
takes delivery of such definitive Securities in person at the offices of
Euroclear or Clearstream. Definitive Securities in bearer form to be delivered
in exchange for any portion of a temporary global Security shall be delivered
only outside the United States.

         Until exchanged in full as hereinabove provided, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of the same series and of like
tenor authenticated and delivered hereunder, except that, unless otherwise
specified as contemplated by Section 301, interest payable on a temporary global
Security on an Interest Payment Date for Securities of such series occurring
prior to the applicable Exchange Date shall be payable to Euroclear and
Clearstream on such Interest Payment Date upon delivery by Euroclear and
Clearstream to the Trustee of a certificate or certificates in the form set
forth in Exhibit A-2 to this Indenture (or in such other forms as may be
established pursuant to Section 301), for credit without further interest on or
after such Interest Payment Date to the respective accounts of Persons who are
the beneficial owners of such temporary global Security on such Interest Payment
Date and who have each delivered to Euroclear or Clearstream, as the case may
be, a certificate dated no earlier than 15 days prior to the Interest Payment
Date occurring prior to such Exchange Date in the form set forth as Exhibit A-1
to this Indenture (or in such other forms as may be established pursuant to
Section 301). Notwithstanding anything to the contrary herein contained, the
certifications made pursuant to this paragraph shall satisfy the certification
requirements of the preceding two paragraphs of this Section 304(b) and of the
third paragraph of Section 303 of this Indenture and the interests of the
Persons who are the beneficial owners of the temporary global Security with
respect to which such certification was made will be exchanged for definitive
Securities of the same series and of like tenor on the Exchange Date or the date
of certification if such date occurs

                                       -29-

<PAGE>

after the Exchange Date, without further act or deed by such beneficial owners.
Except as otherwise provided in this paragraph, no payments of principal or
interest owing with respect to a beneficial interest in a temporary global
Security will be made unless and until such interest in such temporary global
Security shall have been exchanged for an interest in a definitive Security. Any
interest so received by Euroclear and Clearstream and not paid as herein
provided shall be returned to the Trustee prior to the expiration of two years
after such Interest Payment Date in order to be repaid to the Company.

         SECTION 305. Registration, Registration of Transfer and Exchange. The
Company shall cause to be kept at the Corporate Trust Office of the Trustee or
in any office or agency of the Company in a Place of Payment a register for each
series of Securities (the registers maintained in such office or in any such
office or agency of the Company in a Place of Payment being herein sometimes
referred to collectively as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Registered Securities and of transfers of Registered Securities.
The Security Register shall be in written form or any other form capable of
being converted into written form within a reasonable time. The Trustee, at its
Corporate Trust Office, is hereby initially appointed "Security Registrar" for
the purpose of registering Registered Securities and transfers of Registered
Securities on such Security Register as herein provided. In the event that the
Trustee shall cease to be Security Registrar, it shall have the right to examine
the Security Register at all reasonable times.

         Subject to the provisions of this Section 305, upon surrender for
registration of transfer of any Registered Security of any series at any office
or agency of the Company in a Place of Payment for that series, the Company
shall execute, and the Trustee shall authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Registered Securities
of the same series, of any authorized denominations and of a like aggregate
principal amount, bearing a number not contemporaneously outstanding, and
containing identical terms and provisions.

         Subject to the provisions of this Section 305, at the option of the
Holder, Registered Securities of any series may be exchanged for other
Registered Securities of the same series, of any authorized denomination or
denominations and of a like aggregate principal amount, containing identical
terms and provisions, upon surrender of the Registered Securities to be
exchanged at any such office or agency of the Company. Whenever any such
Registered Securities are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Registered
Securities which the Holder making the exchange is entitled to receive. Unless
otherwise specified with respect to any series of Securities as contemplated by
Section

                                       -30-

<PAGE>

301, Bearer Securities may not be issued in exchange for Registered
Securities.

         If (but only if) permitted by the applicable Board Resolution and
(subject to Section 303) set forth in the applicable Officers' Certificate, or
in any indenture supplemental hereto, delivered as contemplated by Section 301,
at the option of the Holder, Bearer Securities of any series may be exchanged
for Registered Securities of the same series of any authorized denominations and
of a like aggregate principal amount and tenor, upon surrender of the Bearer
Securities to be exchanged at any such office or agency, with all unmatured
coupons and all matured coupons in default thereto appertaining. If the Holder
of a Bearer Security is unable to produce any such unmatured coupon or coupons
or matured coupon or coupons in default, any such permitted exchange may be
effected if the Bearer Securities are accompanied by payment in funds acceptable
to the Company in an amount equal to the face amount of such missing coupon or
coupons, or the surrender of such missing coupon or coupons may be waived by the
Company and the Trustee if there is furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent harmless. If
thereafter the Holder of such Security shall surrender to any Paying Agent any
such missing coupon in respect of which such a payment shall have been made,
such Holder shall be entitled to receive the amount of such payment; provided,
however, that, except as otherwise provided in Section 1002, interest
represented by coupons shall be payable only upon presentation and surrender of
those coupons at an office or agency located outside the United States.
Notwithstanding the foregoing, in case a Bearer Security of any series is
surrendered at any such office or agency in a permitted exchange for a
Registered Security of the same series and like tenor after the close of
business at such office or agency on (i) any Regular Record Date and before the
opening of business at such office or agency on the relevant Interest Payment
Date, or (ii) any Special Record Date and before the opening of business at such
office or agency on the related proposed date for payment of Defaulted Interest,
such Bearer Security shall be surrendered without the coupon relating to such
Interest Payment Date or proposed date for payment, as the case may be, and
interest or Defaulted Interest, as the case may be, will not be payable on such
Interest Payment Date or proposed date for payment, as the case may be, in
respect of the Registered Security issued in exchange for such Bearer Security,
but will be payable only to the Holder of such coupon when due in accordance
with the provisions of this Indenture. Whenever any Securities are so
surrendered for exchange, the Company shall execute, and the Trustee or
authenticating agent upon receipt of any required documentation shall
authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive.

         Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 301, any permanent global

                                       -31-

<PAGE>

Security shall be exchangeable only as provided in this paragraph. If the
depositary for any permanent global Security is The Depository Trust Company
("DTC"), then, unless the terms of such global Security expressly permit such
global Security to be exchanged in whole or in part for definitive Securities, a
global Security may be transferred, in whole but not in part, only to a nominee
of DTC, or by a nominee of DTC to DTC, or to a successor to DTC for such global
Security selected or approved by the Company or to a nominee of such successor
to DTC. If at any time DTC notifies the Company that it is unwilling or unable
to continue as depositary for the applicable global Security or Securities or if
at any time DTC ceases to be a clearing agency registered under the Securities
Exchange Act of 1934 if so required by applicable law or regulation, the Company
shall appoint a successor depositary with respect to such global Security or
Securities. If (x) a successor depositary for such global Security or Securities
is not appointed by the Company within 90 days after the Company receives such
notice or becomes aware of such unwillingness, inability or ineligibility; (y)
an Event of Default has occurred and is continuing and the beneficial owners
representing a majority in principal amount of the applicable series of
Securities represented by such global Security or Securities advise DTC to cease
acting as depositary for such global Security or Securities or (z) the Company,
in its sole discretion, determines at any time that all Outstanding Securities
(but not less than all) of any series issued or issuable in the form of one or
more global Securities shall no longer be represented by such global Security or
Securities, then the Company shall execute, and the Trustee shall authenticate
and deliver, definitive Securities of like series, rank, tenor and terms in
definitive form in an aggregate principal amount equal to the principal amount
of such global Security or Securities. If any beneficial owner of an interest in
a permanent global Security is otherwise entitled to exchange such interest for
Securities of such series and of like tenor and principal amount of another
authorized form and denomination, as specified as contemplated by Section 301
and provided that any applicable notice provided in the permanent global
Security shall have been given, then without unnecessary delay but in any event
not later than the earliest date on which such interest may be so exchanged, the
Company shall execute, and the Trustee shall authenticate and deliver,
definitive Securities in aggregate principal amount equal to the principal
amount of such beneficial owner's interest in such permanent global Security. On
or after the earliest date on which such interests may be so exchanged, such
permanent global Security shall be surrendered for exchange by DTC or such other
depositary as shall be specified in the Company Order with respect thereto to
the Trustee, as the Company's agent for such purpose; provided, however, that no
such exchanges may occur during a period beginning at the opening of business 15
days before any selection of Securities to be redeemed and ending on the
relevant Redemption Date if the Security for which exchange is requested may be
among those selected for redemption; and provided further that no Bearer

                                       -32-

<PAGE>

Security delivered in exchange for a portion of a permanent global Security
shall be mailed or otherwise delivered to any location in the United States. If
a Registered Security is issued in exchange for any portion of a permanent
global Security after the close of business at the office or agency where such
exchange occurs on (i) any Regular Record Date and the opening of business at
such office or agency on the relevant Interest Payment Date, or (ii) any Special
Record Date and the opening of business at such office or agency on the related
proposed date for payment of Defaulted Interest, interest or Defaulted Interest,
as the case may be, will not be payable on such Interest Payment Date or
proposed date for payment, as the case may be, in respect of such Registered
Security, but will be payable on such Interest Payment Date or proposed date for
payment, as the case may be, only to the Person to whom interest in respect of
such portion of such permanent global Security is payable in accordance with the
provisions of this Indenture.

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

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

         No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906, 1107 or 1305 not involving any transfer.

         The Company or the Trustee, as applicable, shall not be required (i) to
issue, register the transfer of or exchange any Security if such Security may be
among those selected for redemption during a period beginning at the opening of
business 15 days before selection of the Securities to be redeemed under Section
1103 and ending at the close of business on (A) if such Securities are issuable
only as Registered Securities, the day of the mailing of the relevant notice of
redemption and (B) if such Securities are issuable as Bearer Securities, the day
of the first publication of the relevant notice of redemption or, if such
Securities are also issuable as Registered Securities and there is no
publication, the mailing of the relevant notice of redemption, or (ii) to
register the transfer of or exchange any Registered Security so selected for
redemption in whole or in

                                      -33-

<PAGE>

part, except, in the case of any Registered Security to be redeemed in part, the
portion thereof not to be redeemed, or (iii) to exchange any Bearer Security so
selected for redemption except that such a Bearer Security may be exchanged for
a Registered Security of that series and like tenor, provided that such
Registered Security shall be simultaneously surrendered for redemption, or (iv)
to issue, register the transfer of or exchange any Security which has been
surrendered for repayment at the option of the Holder, except the portion, if
any, of such Security not to be so repaid.

         SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities. If any
mutilated Security or a Security with a mutilated coupon appertaining to it is
surrendered to the Trustee or the Company, together with, in proper cases, such
security or indemnity as may be required by the Company or the Trustee to save
each of them or any agent of either of them harmless, the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor a new
Security of the same series and principal amount, containing identical terms and
provisions and bearing a number not contemporaneously outstanding, with coupons
corresponding to the coupons, if any, appertaining to the surrendered Security.

         If there shall be delivered to the Company and to the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any Security
or coupon, and (ii) such security or indemnity as may be required by them to
save each of them and any agent of either of them harmless, then, in the absence
of notice to the Company or the Trustee that such Security or coupon has been
acquired by a bona fide purchaser, the Company shall execute and upon its
request the Trustee shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Security or in exchange for the Security to which a
destroyed, lost or stolen coupon appertains (with all appurtenant coupons not
destroyed, lost or stolen), a new Security of the same series and principal
amount, containing identical terms and provisions and bearing a number not
contemporaneously outstanding, with coupons corresponding to the coupons, if
any, appertaining to such destroyed, lost or stolen Security or to the Security
to which such destroyed, lost or stolen coupon appertains.

         Notwithstanding the provisions of the previous two paragraphs, in case
any such mutilated, destroyed, lost or stolen Security or coupon has become or
is about to become due and payable, the Company in its discretion may, instead
of issuing a new Security, with coupons corresponding to the coupons, if any,
appertaining to such destroyed, lost or stolen Security or to the Security to
which such destroyed, lost or stolen coupon appertains, pay such Security or
coupon; provided, however, that payment of principal of (and premium, if any),
any interest on and any Additional Amounts with respect to, Bearer Securities
shall, except as otherwise provided in Section 1002, be payable only at an
office or agency located outside the United States

                                      -34-

<PAGE>

and, unless otherwise specified as contemplated by Section 301, any interest on
Bearer Securities shall be payable only upon presentation and surrender of the
coupons appertaining thereto.

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

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

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

         SECTION 307. Payment of Interest; Interest Rights Preserved; Optional
Interest Reset. (a) Except as otherwise specified with respect to a series of
Securities in accordance with the provisions of Section 301, interest on any
Registered Security that is payable, and is punctually paid or duly provided
for, on or prior to noon on any Interest Payment Date shall be paid to the
Person in whose name that Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest
at the office or agency of the Company maintained for such purpose pursuant to
Section 1002; provided, however, that each installment of interest on any
Registered Security may at the Company's option be paid by (i) mailing a check
for such interest, payable to or upon the written order of the Person entitled
thereto pursuant to Section 309, to the address of such Person as it appears on
the Security Register or (ii) transfer to an account maintained by the payee
located inside the United States.

         Unless otherwise provided as contemplated by Section 301 with respect
to the Securities of any series, payment of interest may be made, in the case of
a Bearer Security, by transfer to an account maintained by the payee with a bank
located outside the United States.

         Unless otherwise provided as contemplated by Section 301, every
permanent global Security will provide that interest, if any, payable on any
Interest Payment Date will be paid to DTC,

                                      -35-

<PAGE>

Euroclear and/or Clearstream, as the case may be, with respect to that portion
of such permanent global Security held for its account by Cede & Co. or the
Common Depositary, as the case may be, for the purpose of permitting such party
to credit the interest received by it in respect of such permanent global
Security to the accounts of the beneficial owners thereof.

         In case a Bearer Security of any series is surrendered in exchange for
a Registered Security of such series after the close of business (at an office
or agency in a Place of Payment for such series outside the United States) on
any Regular Record Date and before the opening of business (at such office or
agency) on the next succeeding Interest Payment Date, such Bearer Security shall
be surrendered without the coupon relating to such Interest Payment Date and
interest will not be payable on such Interest Payment Date in respect of the
Registered Security issued in exchange for such Bearer Security, but will be
payable only to the Holder of such coupon when due in accordance with the
provisions of this Indenture.

         Except as otherwise specified with respect to a series of Securities in
accordance with the provisions of Section 301, any interest on any Registered
Security of any series that is payable, but is not punctually paid or duly
provided for, on any Interest Payment Date (herein called "Defaulted Interest")
shall forthwith cease to be payable to the registered Holder thereof on the
relevant Regular Record Date by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in clause (1) or (2) below:

         (1) The Company may elect to make payment of any Defaulted Interest to
     the Persons in whose names the Registered Securities of such series (or
     their respective Predecessor Securities) are registered at the close of
     business on a Special Record Date for the payment of such Defaulted
     Interest, which shall be fixed in the following manner. The Company shall
     notify the Trustee in writing of the amount of Defaulted Interest proposed
     to be paid on each Registered Security of such series and the date of the
     proposed payment (which shall not be less than 20 days after such notice is
     received by the Trustee), and at the same time the Company shall deposit
     with the Trustee an amount of money in the currency or currencies, currency
     unit or units or composite currency or currencies in which the Securities
     of such series are payable (except as otherwise specified pursuant to
     Section 301 for the Securities of such series and except, if applicable, as
     provided in Sections 312(b), 312(d) and 312(e)) equal to the aggregate
     amount proposed to be paid in respect of such Defaulted Interest or shall
     make arrangements satisfactory to the Trustee for such deposit on or prior
     to the date of the proposed payment, such money when deposited to be held
     in trust for the benefit of the Persons entitled to such Defaulted Interest
     as in this

                                      -36-

<PAGE>

     clause provided. Thereupon the Trustee shall fix a Special Record Date for
     the payment of such Defaulted Interest which shall be not more than 15 days
     and not less than 10 days prior to the date of the proposed payment and not
     less than 10 days after the receipt by the Trustee of the notice of the
     proposed payment. The Trustee shall promptly notify the Company of such
     Special Record Date and, in the name and at the expense of the Company,
     shall cause notice of the proposed payment of such Defaulted Interest and
     the Special Record Date therefor to be mailed, first-class postage prepaid,
     to each Holder of Registered Securities of such series at his address as it
     appears in the Security Register not less than 10 days prior to such
     Special Record Date. The Trustee may, in its discretion, in the name and at
     the expense of the Company, cause a similar notice to be published at least
     once in an Authorized Newspaper in each place of payment, but such
     publications shall not be a condition precedent to the establishment of
     such Special Record Date. Notice of the proposed payment of such Defaulted
     Interest and the Special Record Date therefor having been mailed as
     aforesaid, such Defaulted Interest shall be paid to the Persons in whose
     names the Registered Securities of such series (or their respective
     Predecessor Securities) are registered at the close of business on such
     Special Record Date and shall no longer be payable pursuant to the
     following clause (2). In case a Bearer Security of any series is
     surrendered at the office or agency in a Place of Payment for such series
     in exchange for a Registered Security of such series after the close of
     business at such office or agency on any Special Record Date and before the
     opening of business at such office or agency on the related proposed date
     for payment of Defaulted Interest, such Bearer Security shall be
     surrendered without the coupon relating to such proposed date of payment
     and Defaulted Interest will not be payable on such proposed date of payment
     in respect of the Registered Security issued in exchange for such Bearer
     Security, but will be payable only to the Holder of such coupon when due in
     accordance with the provisions of this Indenture.

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

         (b) The provisions of this Section 307(b) may be made applicable to any
series of Securities pursuant to Section 301 (with such modifications, additions
or substitutions as may be specified pursuant to such Section 301). The interest
rate (or

                                      -37-

<PAGE>

the spread or spread multiplier used to calculate such interest rate, if
applicable) on any Security of such series may be reset by the Company on the
date or dates specified on the face of such Security (each an "Optional Reset
Date"). The Company may exercise such option with respect to such Security by
notifying the Trustee of such exercise and the related information referred to
below at least 50 but not more than 60 days prior to an Optional Reset Date for
such Note. Not later than 40 days prior to each Optional Reset Date, the Trustee
shall transmit, in the manner provided for in Section 106, to the Holder of any
such Security a notice (the "Reset Notice") indicating whether the Company has
elected to reset the interest rate (or the spread or spread multiplier used to
calculate such interest rate, if applicable), and if so, upon receipt of such
information (i) such new interest rate (or such new spread or spread multiplier,
if applicable) and (ii) the provisions, if any, for redemption during the period
from such Optional Reset Date to the next Optional Reset Date or if there is no
such next Optional Reset Date, to the Stated Maturity Date of such Security
(each such period a "Subsequent Interest Period"), including the date or dates
on which or the period or periods during which and the price or prices at which
such redemption may occur during the Subsequent Interest Period.

         Notwithstanding the foregoing, by notifying the Trustee not later than
20 days prior to the Optional Reset Date, the Company may, at its option, revoke
the interest rate (or the spread or spread multiplier used to calculate such
interest rate, if applicable) provided for in the Reset Notice and establish an
interest rate (or a spread or spread multiplier used to calculate such interest
rate, if applicable) that is higher than the interest rate (or the spread or
spread multiplier, if applicable) provided for in the Reset Notice, for the
Subsequent Interest Period. Promptly after receipt of such election, the Trustee
shall transmit, in the manner provided for in Section 106, notice of such higher
interest rate (or such higher spread or spread multiplier, if applicable) to the
Holder of such Security. Such notice to the Trustee shall be irrevocable. All
Securities with respect to which the interest rate (or the spread or spread
multiplier used to calculate such interest rate, if applicable) is reset on an
Optional Reset Date, and with respect to which the Holders of such Securities
have not tendered such Securities for repayment (or have validly revoked any
such tender) pursuant to the next succeeding paragraph, will bear such higher
interest rate (or such higher spread or spread multiplier, if applicable).

         The Holder of any such Security will have the option to elect repayment
by the Company of the principal of such Security on each Optional Reset Date at
a price equal to the principal amount thereof plus interest accrued to such
Optional Reset Date. In order to obtain repayment on an Optional Reset Date, the
Holder must follow the procedures set forth in Article Thirteen for repayment at
the option of Holders except that the period for delivery or notification to the
Trustee shall be at least 25 but

                                      -38-

<PAGE>

not more than 35 days prior to such Optional Reset Date and except that, if the
Holder has tendered any Security for repayment pursuant to the Reset Notice, the
Holder may, by written notice to the Trustee, revoke such tender or repayment
until the close of business on the tenth day before such Optional Reset Date.

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

         SECTION 308. Extension of Maturity. The provisions of this Section 308
may be made applicable to any series of Securities pursuant to Section 301 (with
such modifications, additions or substitutions as may be specified pursuant to
such Section 301) (any series of Securities to which the provisions of this
Section 308 are made applicable are hereinafter referred to as the "Renewable
Securities"). The Renewable Securities shall mature on the initial Stated
Maturity thereof unless the maturity of all or any portion of the principal
amount thereof is extended pursuant to the procedures described below. On the
Interest Payment Dates in each year, the maturity of the Renewable Securities
will be extended to the Interest Payment Date occurring twelve months after such
Interest Payment Date, unless the Holder thereof elects to terminate the
automatic extension of the maturity of the Renewable Securities or of any
portion thereof having a principal amount of $100,000 or any multiple of $1,000
in excess thereof by delivering a notice to such effect to the Security
Registrar for the Renewable Securities not less than 25 nor more than 35 days
prior to such Interest Payment Date. Such notice shall be provided in the manner
described in the last paragraph of this Section 308. Such option may be
exercised by a Holder with respect to less than the entire principal amount of
such Holder's Renewable Securities, provided that the principal amount for which
such option is not exercised is at least $100,000 or any larger amount that is
an integral multiple of $1,000. Notwithstanding the foregoing, the maturity of
the Renewable Securities may not be extended beyond the date set forth on the
face of such Security as the final maturity date (the "Final Maturity Date"). If
the Holder elects to terminate the automatic extension of the maturity of any
portion of the principal amount of the Renewable Securities, such portion will
become due and payable on the Interest Payment Date falling six months after the
Interest Payment Date prior to which the Holder made such election.

         An election to terminate the automatic extension of maturity may be
revoked as to any portion of the Renewable Securities having a principal amount
of $100,000 or any multiple of $1,000 in excess thereof by delivering a notice
to such effect to the Security Registrar on any day following the effective date
of the election to terminate the automatic extension of maturity

                                      -39-

<PAGE>

and prior to the date 10 days before the date on which such portion would
otherwise mature. Such notice shall be provided in the manner described in the
last paragraph of this Section 308. Such a revocation may be made for less than
the entire principal amount of the Renewable Securities for which the automatic
extension of maturity has been terminated; provided that the principal amount of
the Renewable Securities for which the automatic extension of maturity has been
terminated and for which such a revocation has not been made is at least
$100,000 or any larger amount that is an integral multiple of $1,000.
Notwithstanding the foregoing, a revocation may not be made during the period
from and including a Regular Record Date to but excluding the immediately
succeeding Interest Payment Date.

         An election to terminate the automatic extension of the maturity of the
Renewable Securities, if not revoked as described above by the Holder making the
election or any subsequent Holder, will be binding upon such subsequent Holder.

         The Renewable Securities may be redeemed in whole or in part at the
option of the Company on the Interest Payment Dates in each year at a redemption
price of 100% of the principal amount of the Renewable Securities to be
redeemed, together with interest accrued and unpaid thereon to the date of
redemption. Notice of redemption will be provided by mailing a notice of such
redemption to each Holder by first class mail, postage prepaid, at least 30 days
and not more than 60 days prior to the date fixed for redemption to the
respective address of each Holder as that address appears upon the books
maintained by the Registrar.

         Notwithstanding the foregoing, by notifying the Trustee not later than
20 days before the original Stated Maturity of such Security, the Company may,
at its option, revoke the interest rate provided for in the Extension Notice and
establish a higher interest rate for the Extension Period. Promptly after
receipt of such notice, the Trustee shall transmit, in the manner provided for
in Section 106, notice of such higher interest rate to the Holder of such
Security. Such notice shall be irrevocable. All Securities with respect to which
the Stated Maturity is extended will bear such higher interest rate.

         In order to deliver notice to the Security Registrar for purposes of
terminating (with respect to all or a portion of a Renewable Security) an
automatic extension of maturity, the Holder must follow the procedures set forth
in Article Thirteen for repayment at the option of Holders, except that the
period for delivery of notification to the Trustee shall be at least 25 but not
more than 35 days prior to the Original Stated Maturity and except that, if the
Holder has so elected to tender any Renewable Security for repayment, the Holder
may by written notice to the Trustee revoke such tender for repayment until the
close of business on the tenth day before the Original Stated Maturity.

                                      -40-

<PAGE>

         SECTION 309. Persons Deemed Owners. Prior to due presentment of a
Registered Security for registration of transfer, the Company, the Trustee and
any agent of the Company or the Trustee may treat the Person in whose name such
Registered Security is registered as the owner of such Security for the purpose
of receiving payment of principal of (and premium, if any), and (subject to
Sections 305 and 307) interest on, such Registered Security and for all other
purposes whatsoever, whether or not such Registered Security be overdue, and
neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.

         Title to any Bearer Security and any coupons appertaining thereto shall
pass by delivery. The Company, the Trustee and any agent of the Company or the
Trustee may treat the Holder of any Bearer Security and the Holder of any coupon
as the absolute owner of such Security or coupon for the purpose of receiving
payment thereof or on account thereof and for all other purposes whatsoever,
whether or not such Security or coupon be overdue, and neither the Company, the
Trustee nor any agent of the Company or the Trustee shall be affected by notice
to the contrary.

         None of the Company, the Trustee, any Paying Agent or the Security
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a Security in global form 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 Company, the Trustee, or any agent of the
Company 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 310. Cancellation. All Securities and coupons surrendered for
payment, redemption, repayment at the option of the Holder, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee,
and any such Securities and coupons and Securities and coupons surrendered
directly to the Trustee for any such purpose shall be promptly cancelled by it.
The Company may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which the Company
may have acquired in any manner whatsoever, and may deliver to the Trustee (or
to any other Person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which the Company has not issued and sold,
and all Securities so

                                      -41-

<PAGE>

delivered shall be promptly cancelled by the Trustee. If the Company shall so
acquire any of the Securities, however, such acquisition shall not operate as a
redemption or satisfaction of the indebtedness represented by such Securities
unless and until the same are surrendered to the Trustee for cancellation. No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly permitted by this
Indenture. Cancelled Securities and coupons held by the Trustee shall be
disposed of by the Trustee in accordance with its customary procedures.

         SECTION 311. Computation of Interest. Except as otherwise specified as
contemplated by Section 301 with respect to Securities of any series, interest
on the Securities of each series shall be computed on the basis of a 360-day
year consisting of twelve 30-day months.

         SECTION 312. Currency and Manner of Payments in Respect of Securities.
(a) Unless otherwise specified with respect to any Securities pursuant to
Section 301, with respect to Registered Securities of any series not permitting
the election provided for in paragraph (b) below or the Holders of which have
not made the election provided for in paragraph (b) below, and with respect to
Bearer Securities of any series, except as provided in paragraph (d) below,
payment of the principal of (and premium, if any) and interest, if any, on, and
Additional Amounts, if any, in respect of any Registered or Bearer Security of
such series will be made in the currency or currencies, currency unit or units
or composite currency or currencies in which such Registered Security or Bearer
Security, as the case may be, is payable. The provisions of this Section 312 may
be modified or superseded with respect to any Securities pursuant to Section
301.

         (b) It may be provided pursuant to Section 301 with respect to
Registered Securities of any series that Holders shall have the option, subject
to paragraphs (d) and (e) below, to receive payments of principal of (and
premium, if any) or interest, if any, on and Additional Amounts, if any, in
respect of such Registered Securities in any of the currencies, currency units
or composite currencies which may be designated for such election by delivering
to the Trustee for such series of Registered Securities a written election with
signature guarantees and in the applicable form established pursuant to Section
301, not later than the close of business on the Election Date immediately
preceding the applicable payment date. If a Holder so elects to receive such
payments in any such currency, currency unit or composite currency, such
election will remain in effect for such Holder or any transferee of such Holder
until changed by such Holder or such transferee by written notice to the Trustee
for such series of Registered Securities (but any such change must be made not
later than the close of business on the Election Date immediately preceding the
next payment date to be effective for the payment to be made on such payment
date and

                                      -42-

<PAGE>

no such change of election may be made with respect to payments to be made on
any Registered Security of such series with respect to which an Event of Default
has occurred or with respect to which the Company has deposited funds pursuant
to Article Four or Fourteen or with respect to which a notice of redemption has
been given by the Company or a notice of option to elect repayment has been sent
by such Holder or such transferee). Any Holder of any such Registered Security
who shall not have delivered any such election to the Trustee of such series of
Registered Securities not later than the close of business on the applicable
Election Date will be paid the amount due on the applicable payment date in the
relevant currency or currencies, currency unit or units or composite currency or
currencies as provided in Section 312(a). The Trustee for each such series of
Registered Securities shall notify the Exchange Rate Agent as soon as
practicable after the Election Date of the aggregate principal amount of
Registered Securities for which Holders have made such written election.

          (c) Unless otherwise specified pursuant to Section 301, if the
election referred to in paragraph (b) above has been provided for pursuant to
Section 301, then, unless otherwise specified pursuant to Section 301, not later
than the fourth Business Day after the Election Date for each payment date for
Registered Securities of any series, the Exchange Rate Agent will deliver to the
Company a written notice specifying, in the currency or currencies, currency
unit or units or composite currency or currencies in which Registered Securities
of such series are payable, the respective aggregate amounts of principal of
(and premium, if any) and interest, if any, on, and Additional Amounts, if any,
in respect of the Registered Securities to be paid on such payment date,
specifying the amounts in such currency or currencies, currency unit or units or
composite currency or currencies so payable in respect of the Registered
Securities as to which the Holders of Registered Securities denominated in any
currency or currencies, currency unit or units or composite currency or
currencies shall have elected to be paid in another currency, currency unit or
composite currency as provided in paragraph (b) above. If the election referred
to in paragraph (b) above has been provided for pursuant to Section 301 and if
at least one Holder has made such election, then, unless otherwise specified
pursuant to Section 301, on the second Business Day preceding such payment date
the Company will deliver to the Trustee for such series of Registered Securities
an Exchange Rate Officer's Certificate in respect of the Dollar, Foreign
Currency or currencies, ECU or currency unit payments to be made on such payment
date. Unless otherwise specified pursuant to Section 301, the Dollar, Foreign
Currency or currencies, ECU or currency unit amount receivable by Holders of
Registered Securities who have elected payment in a currency or currency unit as
provided in paragraph (b) above shall be determined by the Exchange Rate Agent
based on the highest bid quotation in The City of New York received at
approximately 11:00 A.M., New York City time, on the second Business Day (the
"Valuation Date") preceding the applicable payment date from

                                      -43-

<PAGE>

three recognized foreign exchange dealers for the purchase by the quoting dealer
of the currency, currency unit or composite currency in which such payment would
otherwise be made for the currency, currency unit or composite currency in which
Holders have elected payment for settlement on such payment date in the
aggregate amount of the currency, currency unit or composite currency in which
such payment would otherwise be made to such Holders and at which the applicable
dealer commits to execute a contract, and such determination shall be conclusive
and binding for all purposes, absent manifest error. If such bid quotations are
not available, payments will be made in the currencies, currency units or
composite currencies in which the Registered Securities are payable as if no
election under paragraph (b) above was made. All currency exchange costs will be
borne by the Holders making the election provided for in paragraph (b) above by
deductions from payments to such Holders.

          (d) If a Conversion Event occurs with respect to a Foreign Currency,
the ECU or any other currency unit in which any of the Securities are
denominated or payable other than pursuant to an election provided for pursuant
to paragraph (b) above, then with respect to each date for the payment of
principal of (and premium, if any) and interest, if any, on, and Additional
Amounts, if any, in respect of, the applicable Securities denominated or payable
in such Foreign Currency, the ECU or such other currency unit occurring after
the last date on which such Foreign Currency, the ECU or such other currency
unit was used (the "Conversion Date"), the Dollar shall be the currency of
payment for use on each such payment date. Unless otherwise specified pursuant
to Section 301, the Dollar amount to be paid by the Company to the Trustee of
each such series of Securities and by such Trustee or any Paying Agent to the
Holders of such Securities with respect to such payment date shall be, in the
case of a Foreign Currency other than a currency unit, the Dollar Equivalent of
the Foreign Currency or, in the case of a currency unit, the Dollar Equivalent
of the Currency Unit, in each case as determined by the Exchange Rate Agent in
the manner provided in paragraph (f) or (g) below.

          (e) Unless otherwise specified pursuant to Section 301, if the Holder
of a Registered Security denominated in any currency or currencies, currency
unit or units or composite currency or currencies shall have elected to be paid
in another currency or currencies, currency unit or units or composite currency
or currencies as provided in paragraph (b) above, and a Conversion Event occurs
with respect to such elected currency or currencies, currency unit or units or
composite currency or currencies, such Holder shall receive payment in the
currency or currencies, currency unit or units or composite currency or
currencies in which payment would have been made in the absence of such
election; and if a Conversion Event occurs with respect to the currency or
currencies, currency unit or units or composite currency or currencies in which
payment would have been made in the absence of such election, such Holder shall
receive

                                      -44-

<PAGE>

payment in Dollars as provided in paragraph (d) of this Section 312.

          (f) The "Dollar Equivalent of the Foreign Currency" shall be
determined by the Exchange Rate Agent and shall be obtained for each subsequent
payment date by converting the specified Foreign Currency into Dollars at the
Market Exchange Rate on the Conversion Date.

          (g) The "Dollar Equivalent of the Currency Unit" shall be determined
by the Exchange Rate Agent and subject to the provisions of paragraph (h) below
shall be the sum of each amount obtained by converting the Specified Amount of
each Component Currency into Dollars at the Market Exchange Rate for such
Component Currency on the Valuation Date with respect to each payment.

          (h) For purposes of this Section 312, the following terms shall have
the following meanings:

          A "Component Currency" shall mean any currency which, on the
     Conversion Date, was a component currency of the relevant currency unit or
     composite currency, including, but not limited to, the ECU.

          A "Specified Amount" of a Component Currency shall mean the number of
     units of such Component Currency or fractions thereof which were
     represented in the relevant currency unit or composite currency, including,
     but not limited to, the ECU, on the Conversion Date. If after the
     Conversion Date the official unit of any Component Currency is altered by
     way of combination or subdivision, the Specified Amount of such Component
     Currency shall be divided or multiplied in the same proportion. If after
     the Conversion Date two or more Component Currencies are consolidated into
     a single currency, the respective Specified Amounts of such Component
     Currencies shall be replaced by an amount in such single currency equal to
     the sum of the respective Specified Amounts of such consolidated Component
     Currencies expressed in such single currency, and such amount shall
     thereafter be a Specified Amount and such single currency shall thereafter
     be a Component Currency. If after the Conversion Date any Component
     Currency shall be divided into two or more currencies, the Specified Amount
     of such Component Currency shall be replaced by amounts of such two or more
     currencies, having an aggregate Dollar Equivalent value at the Market
     Exchange Rate on the date of such replacement equal to the Dollar
     Equivalent of the Specified Amount of such former Component Currency at the
     Market Exchange Rate immediately before such division, and such amounts
     shall thereafter be Specified Amounts and such currencies shall thereafter
     be Component Currencies. If, after the Conversion Date of the relevant
     currency unit, including, but not limited to, the ECU, a Conversion Event
     (other than any event referred to

                                      -45-

<PAGE>

     above in this definition of "Specified Amount") occurs with respect to any
     Component Currency of such currency unit and is continuing on the
     applicable Valuation Date, the Specified Amount of such Component Currency
     shall, for purposes of calculating the Dollar Equivalent of the Currency
     Unit, be converted into Dollars at the Market Exchange Rate in effect on
     the Conversion Date of such Component Currency.

          "Election Date" shall mean the Regular Record Date for the applicable
     series of Registered Securities or at least 16 days prior to Maturity, as
     the case may be, or such other prior date for any series of Registered
     Securities as specified pursuant to clause 13 of Section 301 by which the
     written election referred to in Section 312(b) may be made.

          All decisions and determinations of the Exchange Rate Agent regarding
the Dollar Equivalent of the Foreign Currency, the Dollar Equivalent of the
Currency Unit, the Market Exchange Rate and changes in the Specified Amounts as
specified above shall be in its sole discretion and shall, in the absence of
manifest error, be conclusive for all purposes and irrevocably binding upon the
Company, the Trustee for the appropriate series of Securities and all Holders of
such Securities denominated or payable in the relevant currency or currencies,
currency unit or units or composite currency or currencies. The Exchange Rate
Agent shall promptly give written notice to the Company and the Trustee for the
appropriate series of Securities of any such decision or determination.

          In the event that the Company determines in good faith that a
Conversion Event has occurred with respect to a Foreign Currency, the Company
will immediately give written notice thereof to the Trustee of the appropriate
series of Securities and to the Exchange Rate Agent (and such Trustee will
promptly thereafter give notice in the manner provided in Section 106 to the
affected Holders) specifying the Conversion Date. In the event the Company so
determines that a Conversion Event has occurred with respect to the ECU or any
other currency unit in which Securities are denominated or payable, the Company
will immediately give written notice thereof to the Trustee of the appropriate
series of Securities and to the Exchange Rate Agent (and such Trustee will
promptly thereafter give notice in the manner provided in Section 106 to the
affected Holders) specifying the Conversion Date and the Specified Amount of
each Component Currency on the Conversion Date. In the event the Company
determines in good faith that any subsequent change in any Component Currency as
set forth in the definition of Specified Amount above has occurred, the Company
will similarly give written notice to the Trustee of the appropriate series of
Securities and to the Exchange Rate Agent.

          The Trustee of the appropriate series of Securities shall be fully
justified and protected in relying and acting upon

                                      -46-

<PAGE>

information received by it from the Company and the Exchange Rate Agent and
shall not otherwise have any duty or obligation to determine the accuracy or
validity of such information independent of the Company or the Exchange Rate
Agent.

          SECTION 313. Appointment and Resignation of Successor Exchange Rate
Agent. (a) Unless otherwise specified pursuant to Section 301, if and so long as
the Securities of any series (i) are denominated in a currency other than
Dollars or (ii) may be payable in a currency other than Dollars, or so long as
it is required under any other provision of this Indenture, then the Company
will maintain with respect to each such series of Securities, or as so required,
at least one Exchange Rate Agent. The Company will cause the Exchange Rate Agent
to make the necessary foreign exchange determinations at the time and in the
manner specified pursuant to Section 301 for the purpose of determining the
applicable rate of exchange and, if applicable, for the purpose of converting
the issued currency or currencies, currency unit or units or composite currency
or currencies into the applicable payment currency or currency unit for the
payment of principal (and premium, if any) and interest, if any, and Additional
Amounts, if any, pursuant to Section 312.

          (b) No resignation of the Exchange Rate Agent and no appointment of a
successor Exchange Rate Agent pursuant to this Section shall become effective
until the acceptance of appointment by the successor Exchange Rate Agent as
evidenced by a written instrument delivered to the Company and the Trustee of
the appropriate series of Securities accepting such appointment executed by the
successor Exchange Rate Agent.

          (c) If the Exchange Rate Agent shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of the Exchange
Rate Agent for any cause, with respect to the Securities of one or more series,
the Company, by or pursuant to a Board Resolution, shall promptly appoint a
successor Exchange Rate Agent or Exchange Rate Agents with respect to the
Securities of that or those series (it being understood that any such successor
Exchange Rate Agent may be appointed with respect to the Securities of one or
more or all of such series and that, unless otherwise specified pursuant to
Section 301, at any time there shall only be one Exchange Rate Agent with
respect to the Securities of any particular series that are originally issued by
the Company on the same date and that are initially denominated and/or payable
in the same currency or currencies, currency unit or units or composite currency
or currencies).

                                      -47-

<PAGE>

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

          SECTION 401. Satisfaction and Discharge of Indenture. This Indenture
shall upon Company Request cease to be of further effect with respect to any
series of Securities specified in such Company Request (except as to any
surviving rights of registration of transfer or exchange of Securities of such
series herein expressly provided for and any right to receive Additional
Amounts, as provided in Section 1005), and the Trustee, upon receipt of a
Company Order, and at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture as to
such series when

          (1)  either

               (A) all Securities of such series theretofore authenticated and
          delivered and all coupons, if any, appertaining thereto (other than
          (i) coupons appertaining to Bearer Securities surrendered for exchange
          for Registered Securities and maturing after such exchange, whose
          surrender is not required or has been waived as provided in Section
          305, (ii) Securities and coupons of such series which have been
          destroyed, lost or stolen and which have been replaced or paid as
          provided in Section 306, (iii) coupons appertaining to Securities
          called for redemption and maturing after the relevant Redemption Date,
          whose surrender has been waived as provided in Section 1106, and (iv)
          Securities and coupons of such series for whose payment money has
          theretofore been deposited in trust or segregated and held in trust by
          the Company and thereafter repaid to the Company or discharged from
          such trust, as provided in Section 1003) have been delivered to the
          Trustee for cancellation; or

               (B) all Securities of such series and, in the case of (i) or (ii)
          below, any coupons appertaining thereto not theretofore delivered to
          the Trustee for cancellation

                   (i)   have become due and payable, or

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

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

                                      -48-

<PAGE>

               and the Company, in the case of (i), (ii) or (iii) above, has
               irrevocably deposited or caused to be deposited with the Trustee
               (A) all amounts due and owing to the Trustee to the date of such
               deposit and (B) as trust funds in trust for the purpose an amount
               in the currency or currencies, currency unit or units or
               composite currency or currencies in which the Securities of such
               series are payable, sufficient to pay and discharge the entire
               indebtedness on such Securities and such coupons not theretofore
               delivered to the Trustee for cancellation, for principal (and
               premium, if any) and interest, and any Additional Amounts with
               respect thereto, to the date of such deposit (in the case of
               Securities which have become due and payable) or to the Stated
               Maturity or Redemption Date, as the case may be;

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

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

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee and any predecessor Trustee under
Section 606, the obligations of the Company to any Authenticating Agent under
Section 611 and, if money shall have been deposited with and held by the Trustee
pursuant to subclause (B) of clause (1) of this Section, the obligations of the
Trustee under Section 402 and the last paragraph of Section 1003 shall survive.

          SECTION 402. Application of Trust Funds. Subject to the provisions of
the last paragraph of Section 1003, all money deposited with the Trustee
pursuant to Section 401 shall be held in trust and applied by it, in accordance
with the provisions of the Securities, the coupons and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium, if any), and any interest and
Additional Amounts for whose payment such money has been deposited with or
received by the Trustee, but such money need not be segregated from other funds
except to the extent required by law.

                                      -49-

<PAGE>

                                  ARTICLE FIVE

                                    REMEDIES

          SECTION 501. Events of Default. "Event of Default", wherever used
herein with respect to any particular series of Securities, means any one of the
following events (whatever the reason for such Event of Default and whether or
not it shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

          (1)  default in the payment of any interest upon or any Additional
     Amounts payable in respect of any Security of that series or of any coupon
     appertaining thereto, when such interest, Additional Amounts or coupon
     becomes due and payable, and continuance of such default for a period of 30
     days; or

          (2)  default in the payment of the principal of (or premium, if any,
     on) any Security of that series when it becomes due and payable at its
     Maturity; or

          (3)  default in the deposit of any sinking fund payment, when and as
     due by the terms of any Security of that series; or

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

          (5)  a default under any bond, debenture, note or other evidence of
     indebtedness of the Company (including a default with respect to Securities
     of any series other than that series) or under any mortgage, indenture or
     instrument under which there may be issued or by which there may be secured
     or evidenced any indebtedness of the Company (including this Indenture),
     whether such indebtedness now exists or shall hereafter be created, which
     default shall constitute a failure to pay an aggregate principal amount
     exceeding $25,000,000 of such indebtedness when due and payable after the
     expiration of any applicable grace period with respect thereto and shall
     have resulted in such indebtedness in an

                                      -50-

<PAGE>

     aggregate principal amount exceeding $25,000,000 becoming or being declared
     due and payable prior to the date on which it would otherwise have become
     due and payable, without such indebtedness having been discharged, or such
     acceleration having been rescinded or annulled, within a period of 10 days
     after there shall have been given, by registered or certified mail, to the
     Company by the Trustee or to the Company and the Trustee by the Holders of
     at least 10% in principal amount of the Outstanding Securities of that
     series a written notice specifying such default and requiring the Company
     to cause such indebtedness to be discharged or cause such acceleration to
     be rescinded or annulled and stating that such notice is a "Notice of
     Default" hereunder; provided, however, that if such default under such
     bond, debenture, note, mortgage, indenture or other instrument or evidence
     of indebtedness shall be remedied or cured by the Company or waived
     pursuant to such agreement or instrument, then, unless the Stated Maturity
     of the Securities shall have been accelerated as provided herein, the Event
     of Default hereunder by reason thereof shall be deemed likewise to have
     been thereupon remedied, cured or waived without further action upon the
     part of either the Trustee or the Holders. Subject to the provisions of
     Section 601, the Trustee shall not be deemed to have knowledge of such
     default unless either (A) a Responsible Officer of the Trustee shall have
     actual knowledge of such default or (B) the Trustee shall have received
     written notice thereof from the Company, from any Holder, from the holder
     of any such indebtedness or from the trustee under any such mortgage,
     indenture or other instrument; or

          (6)  the Company pursuant to or within the meaning of any Bankruptcy
     Law:

               (A) commences a voluntary case,

               (B) consents to the entry of an order for relief against it in an
          involuntary case,

               (C) consents to the appointment of a Custodian of it or for all
          or substantially all of its property, or

               (D) makes a general assignment for the benefit of its creditors;
          or

          (7) a court of competent jurisdiction enters an order or decree under
     any Bankruptcy Law that:

               (A) is for relief against the Company in an involuntary case,

               (B) appoints a Custodian of the Company or for all or
          substantially all of its property, or

                                      -51-

<PAGE>

               (C) orders the liquidation of the Company,

     and the order or decree remains unstayed and in effect for 90 days; or

          (8)  any other Event of Default provided with respect to Securities of
     that series.

The term "Bankruptcy Law" means title 11, U.S. Code or any similar Federal or
State law for the relief of debtors. The term "Custodian" means any receiver,
trustee, assignee, liquidator or other similar official under any Bankruptcy
Law.

          SECTION 502. Acceleration of Maturity; Rescission and Annulment. If an
Event of Default with respect to Securities of any series at the time
Outstanding occurs and is continuing, then and in every such case the Trustee or
the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series may declare the principal (or, if any Securities are
Original Issue Discount Securities or Indexed Securities, such portion of the
principal as may be specified in the terms thereof) of all the Securities of
that series to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by the Holders), and upon any such
declaration such principal or specified portion thereof shall become immediately
due and payable.

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

          (1) the Company has paid or deposited with the Trustee a sum
     sufficient to pay in the currency, currency unit or composite currency in
     which the Securities of such series are payable (except as otherwise
     specified pursuant to Section 301 for the Securities of such series and
     except, if applicable, as provided in Sections 312(b), 312(d) and 312(e)):

               (A) all overdue installments of interest on and any Additional
          Amounts payable in respect of all Outstanding Securities of that
          series and any related coupons,

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

                                      -52-

<PAGE>


               (C) to the extent that payment of such interest is lawful,
          interest upon overdue installments of interest and any Additional
          Amounts at the rate or rates borne by or provided for in such
          Securities, and

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

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

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

          SECTION 503. Collection of Indebtedness and Suits for Enforcement by
Trustee. The Company covenants that if:

          (1)  default is made in the payment of any installment of interest or
     Additional Amounts, if any, on any Security of any series and any related
     coupon when such interest or Additional Amount becomes due and payable and
     such default continues for a period of 30 days, or

          (2)  default is made in the payment of the principal of (or premium,
     if any, on) any Security of any series at its Maturity,

then the Company will, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities of such series and coupons, the whole
amount then due and payable on such Securities and coupons for principal (and
premium, if any) and interest and Additional Amount, with interest upon any
overdue principal (and premium, if any) and, to the extent that payment of such
interest shall be legally enforceable, upon any overdue installments of interest
or Additional Amounts, if any, at the rate or rates borne by or provided for in
such Securities, and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

          If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, and may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Company or any other obligor upon such Securities of such series and
collect the moneys adjudged or decreed to be

                                      -53-

<PAGE>

payable in the manner provided by law out of the property of the Company or any
other obligor upon such Securities of such series, wherever situated.

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

          SECTION 504. Trustee May File Proofs of Claim. In case of the pendency
of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Company or any other obligor upon the Securities or the property of the
Company or of such other obligor or their creditors, the Trustee (irrespective
of whether the principal of the Securities of any series 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 on the Company for the payment of
overdue principal, premium, if any, or interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise:

          (i)  to file and prove a claim for the whole amount, or such lesser
     amount as may be provided for in the Securities of such series, of
     principal (and premium, if any) and interest and Additional Amounts, if
     any, owing and unpaid in respect of the Securities 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 the reasonable compensation,
     expenses, disbursements and advances of the Trustee, its agents and
     counsel) and of the Holders allowed in such judicial proceeding, and

          (ii) to collect and receive any moneys or other property payable or
     deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator (or
other similar official) in any such judicial proceeding is hereby authorized by
each Holder of Securities of such series and coupons to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee and any predecessor Trustee, their agents and counsel, and any other
amounts due the Trustee or any predecessor Trustee under Section 606.

                                      -54-

<PAGE>

          Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder of a Security
or coupon any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or coupons or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Holder of a
Security or coupon in any such proceeding.

          SECTION 505. Trustee May Enforce Claims Without Possession of
Securities or Coupons. All rights of action and claims under this Indenture or
any of the Securities or coupons may be prosecuted and enforced by the Trustee
without the possession of any of the Securities or coupons or the production
thereof in any proceeding relating thereto, and any such proceeding instituted
by the Trustee shall be brought in its own name as trustee of an express trust,
and any recovery of judgment shall, after provision for the payment of the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, be for the ratable benefit of the Holders of the
Securities and coupons in respect of which such judgment has been recovered.

          SECTION 506. Application of Money Collected. Any money collected by
the Trustee pursuant to this Article shall be applied in the following order, at
the date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal (or premium, if any) or interest and any
Additional Amounts, upon presentation of the Securities or coupons, or both, as
the case may be, and the notation thereon of the payment if only partially paid
and upon surrender thereof if fully paid:

          FIRST: To the payment of all amounts due the Trustee and any
     predecessor Trustee under Section 606;

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

          THIRD: To the payment of the remainder, if any, to the Company.

          SECTION 507. Limitation on Suits. No Holder of any Security of any
series or any related coupon shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture, or for the appointment of
a receiver or trustee, or for any other remedy hereunder, unless:

                                      -55-

<PAGE>

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

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

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

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

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

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

          SECTION 508. Unconditional Right of Holders to Receive Principal,
Premium, if any, and Interest and Additional Amounts. Notwithstanding any other
provision in this Indenture, the Holder of any Security or coupon shall have the
right which is absolute and unconditional to receive payment of the principal of
(and premium, if any) and (subject to Sections 305 and 307) interest on, and any
Additional Amounts in respect of, such Security or payment of such coupon on the
respective due dates expressed in such Security or coupon (or, in the case of
redemption, on the Redemption Date) and to institute suit for the enforcement of
any such payment, and such rights shall not be impaired without the consent of
such Holder.

          SECTION 509. Restoration of Rights and Remedies. If the Trustee or any
Holder of a Security or coupon has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or
to such Holder, then and in every such case the Company, the Trustee and the
Holders of Securities and coupons shall, subject to any determination in such
proceeding, be restored severally and respectively to their former positions
hereunder and

                                      -56-

<PAGE>

thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.

          SECTION 510. Rights and Remedies Cumulative. Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities or coupons in the last paragraph of Section 306, no
right or remedy herein conferred upon or reserved to the Trustee or to the
Holders of Securities or coupons is intended to be exclusive of any other right
or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

          SECTION 511. Delay or Omission Not Waiver. No delay or omission of the
Trustee or of any Holder of any Security or coupon to exercise any right or
remedy accruing upon any Event of Default shall impair any such right or remedy
or constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders of Securities or coupons, as the
case may be.

          SECTION 512. Control by Holders of Securities. The Holders of not less
than a majority in principal amount of the Outstanding Securities of any series
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee with respect to the Securities of such series,
provided that

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

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

          (3) the Trustee need not take any action which might involve it in
     personal liability or be unduly prejudicial to the Holders of Securities of
     such series not joining therein.

          SECTION 513. Waiver of Past Defaults. The Holders of not less than a
majority in principal amount of the Outstanding Securities of any series may on
behalf of the Holders of all the Securities of such series and any related
coupons waive any past default hereunder with respect to such series and its
consequences, except a default

                                      -57-

<PAGE>

          (1) in the payment of the principal of (or premium, if any) or
     interest on or Additional Amounts payable in respect of any Security of
     such series or any related coupons, or

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

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

          SECTION 514. Waiver of Usury, Stay or Extension Laws. The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any usury, stay or extension law wherever enacted, now
or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not 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.

          SECTION 515. Undertaking for Costs. All parties to 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 or omitted by it as Trustee, the filing
by any party litigant in such suit of any 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, or group
of Holders, holding in the aggregate more than 10% in principal amount of the
Outstanding Securities, or to any suit instituted by any Holder for the
enforcement of the payment of the principal of (or premium, if any) or interest
on any Security on or after the respective Stated Maturities expressed in such
Security (or, in the case of redemption, on or after the Redemption Date).

                                      -58-

<PAGE>

                                   ARTICLE SIX

                                   THE TRUSTEE

          SECTION 601. Notice of Defaults. Within 90 days after the occurrence
of any default hereunder with respect to the Securities of any series, the
Trustee shall transmit in the manner and to the extent provided in TIA Section
313(c), notice of such default hereunder known to the Trustee, unless such
default shall have been cured or waived; provided, however, that, except in the
case of a default in the payment of the principal of (or premium, if any) or
interest on or any Additional Amounts with respect to any Security 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 Responsible Officers of the Trustee in
good faith determine that the withholding of such notice is in the interests of
the Holders of the Securities and coupons of such series; and provided further
that in the case of any default or breach of the character specified in Section
501(4) with respect to the Securities and coupons of such series, no such notice
to Holders shall be given until at least 60 days after the occurrence thereof.
For the purpose of this Section, the term "default" means any event which is, or
after notice or lapse of time or both would become, an Event of Default with
respect to the Securities of such series.

          SECTION 602. Certain Rights of Trustee. Subject to the provisions of
TIA Section 315(a) through 315(d):

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

          (2) any request or direction of the Company mentioned herein shall be
     sufficiently evidenced by a Company Request or Company Order (other than
     delivery of any Security, together with any coupons appertaining thereto,
     to the Trustee for authentication and delivery pursuant to Section 303
     which shall be sufficiently evidenced as provided therein) and any
     resolution of the Board of Directors may be sufficiently evidenced by a
     Board Resolution;

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

                                      -59-

<PAGE>

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

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

          (6) the Trustee shall not be bound to make any investigation into the
     facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture, note, coupon or other paper or document, but the Trustee,
     in its discretion, may make such further inquiry or investigation into such
     facts or matters as it may see fit, and, if the Trustee shall determine to
     make such further inquiry or investigation, it shall be entitled to examine
     the books, records and premises of the Company, personally or by agent or
     attorney;

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

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

          The Trustee shall not be required to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.

          SECTION 603. Not Responsible for Recitals or Issuance of Securities.
The recitals contained herein and in the Securities, except the Trustee's
certificate or authentication, and in any coupons shall be taken as the
statements of the Company, and neither the Trustee nor any Authenticating Agent
assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or coupons, except that the

                                      -60-

<PAGE>

Trustee represents that it is duly authorized to execute and deliver this
Indenture, authenticate the Securities and perform its obligations hereunder.
Neither the Trustee nor any Authenticating Agent shall be accountable for the
use or application by the Company of Securities or the proceeds thereof.

          SECTION 604. May Hold Securities. The Trustee, any Paying Agent,
Security Registrar, Authenticating Agent or any other agent of the Company, in
its individual or any other capacity, may become the owner or pledgee of
Securities and coupons and, subject to TIA Sections 310(b) and 311, may
otherwise deal with the Company with the same rights it would have if it were
not Trustee, Paying Agent, Security Registrar, Authenticating Agent or such
other agent.

          SECTION 605. Money Held in Trust. Money held by the Trustee in trust
hereunder need not be segregated from other funds except to the extent required
by law. The Trustee shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed in writing with the Company.

          SECTION 606. Compensation and Reimbursement. The Company agrees:

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

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

          (3) to indemnify each of the Trustee and any predecessor Trustee for,
     and to hold it harmless against, any loss, liability or expense incurred
     without negligence or bad faith on its own part, arising out of or in
     connection with the acceptance or administration of the trust or trusts
     hereunder, including the costs and expenses of defending itself against any
     claim or liability in connection with the exercise or performance of any of
     its powers or duties hereunder.

          When the Trustee incurs expenses or renders services in connection
with an Event of Default specified in Section 501(5) or Section 501(6), the
expenses (including the reasonable charges and expenses of its counsel) and the
compensation for the

                                      -61-

<PAGE>

services are intended to constitute expenses of administration under any
applicable Federal or State bankruptcy, insolvency or other similar law.

          As security for the performance of the obligations of the Company
under this Section, the Trustee shall have a lien prior to the Securities upon
all property and funds held or collected by the Trustee as such, except funds
held in trust for the payment of principal of (or premium, if any) or interest
on particular Securities or any coupons.

          The provisions of this Section shall survive the termination of this
Indenture.

          SECTION 607. Corporate Trustee Required; Eligibility; Conflicting
Interests. (a) There shall at all times be a Trustee hereunder which shall be
eligible to act as Trustee under TIA Section 310(a)(1) and shall have a combined
capital and surplus of at least $50,000,000. If such corporation publishes
reports of condition at least annually, pursuant to law or the requirements of
Federal, State, Territorial or District of Columbia supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. 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.

          (b) The following indentures shall be deemed to be specifically
described herein for the purposes of clause (i) of the first proviso contained
in TIA Section 310(b): (i) Indenture, dated as of April 28, 1998, between the
Company and the Trustee, relating to senior notes; and (ii) Indenture, dated as
of December 2, 1998, between the Company and the Trustee, relating to senior
discount notes.

          SECTION 608. Resignation and Removal; Appointment of Successor. (a) No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 609.

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

                                      -62-

<PAGE>

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

                  (d) If at any time:

                  (1) the Trustee shall fail to comply with the provisions of
         TIA Section 310(b) after written request therefor by the Company or by
         any Holder of a Security who has been a bona fide Holder of a Security
         for at least six months, or

                  (2) the Trustee shall cease to be eligible under Section
         607(a) and shall fail to resign after written request therefor by the
         Company or by any Holder of a Security who has been a bona fide Holder
         of a Security for at least six months, or

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

then, in any such case, (i) the Company by or pursuant to a Board Resolution may
remove the Trustee and appoint a successor Trustee with respect to all
Securities, or (ii) subject to TIA Section 315(e), any Holder of a Security who
has been a bona fide Holder of a Security for at least six months may, on behalf
of himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to all Securities and
the appointment of a successor Trustee or Trustees.

                  (e) If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause with respect to the Securities of one or more series, the Company, by
or pursuant to a Board Resolution, shall promptly appoint a successor Trustee or
Trustees with respect to the Securities of that or those series (it being
understood that any such successor Trustee may be appointed with respect to the
Securities of one or more or all of such series and that at any time there shall
be only one Trustee with respect to the Securities of any particular series).
If, within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to the Securities
of any series shall be appointed by Act of the Holders of a majority in
principal amount of the Outstanding Securities of such series delivered to the
Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment, become the successor Trustee
with respect to the Securities of such series

                                      -63-

<PAGE>

and to that extent supersede the successor Trustee appointed by the Company. If
no successor Trustee with respect to the Securities of any series shall have
been so appointed by the Company or the Holders of Securities and accepted
appointment in the manner hereinafter provided, any Holder of a Security who has
been a bona fide Holder of a Security of such series for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the appointment of a successor Trustee with
respect to Securities of such series.

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

                  SECTION 609. Acceptance of Appointment by Successor. (a) In
case of the appointment hereunder of a successor Trustee with respect to all
Securities, every such successor Trustee shall execute, acknowledge and deliver
to the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee; but, on request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of its charges, execute and
deliver an instrument transferring to such successor Trustee all the rights,
powers and trusts of the retiring Trustee, and shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder, subject nevertheless to its lien and claim, if any, provided
for in Section 606.

                  (b) In case of the appointment hereunder of a successor
Trustee with respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and each successor Trustee with respect to the
Securities of one or more series shall execute and deliver an indenture
supplemental hereto, pursuant to Article Nine hereof, wherein each successor
Trustee shall accept such appointment and which (1) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates, (2) if the retiring Trustee
is not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of

                                      -64-

<PAGE>

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

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

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

                  SECTION 610. Merger, Conversion, Consolidation or Succession
to Business. Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Securities or coupons shall have
been authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such authentication and deliver the Securities or coupons so
authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities or coupons. In case any Securities or coupons
shall not have been authenticated by such predecessor Trustee, any such
successor Trustee may authenticate and deliver such Securities or coupons, in
either its own name or

                                      -65-

<PAGE>

that of its predecessor Trustee, with the full force and effect which this
Indenture provides for the certificate of authentication of the Trustee.

                  SECTION 611. Appointment of Authenticating Agent. At any time
when any of the Securities remain Outstanding, the Trustee may appoint an
Authenticating Agent or Agents with respect to one or more series of Securities
which shall be authorized to act on behalf of the Trustee to authenticate
Securities of such series issued upon exchange, registration of transfer or
partial redemption or repayment thereof and Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory for
all purposes as if authenticated by the Trustee hereunder. Any such appointment
shall be evidenced by an instrument in writing signed by a Responsible Officer
of the Trustee, a copy of which instrument shall be promptly furnished to the
Company. Wherever reference is made in this Indenture to the authentication and
delivery of Securities by the Trustee or the Trustee's certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent shall be acceptable to the Company and, except as may
otherwise be provided pursuant to Section 301, shall at all times be a bank or
trust company or corporation organized and doing business and in good standing
under the laws of the United States of America or of any State or the District
of Columbia, authorized under such laws to act as Authenticating Agent, having a
combined capital and surplus of not less than $5,000,000 and subject to
supervision or examination by Federal or State authorities. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or the requirements of the aforesaid supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. In case at any
time an Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

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

                                      -66-

<PAGE>

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

                  The Company agrees to pay to each Authenticating Agent from
time to time reasonable compensation including reimbursement of its reasonable
expenses for its services under this Section.

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

                                      -67-

<PAGE>

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

                                                THE BANK OF NEW YORK,
                                                as Trustee

                                                By______________________________
                                                    as Authenticating Agent

                                                By______________________________
                                                    Authorized Signature

                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

                  SECTION 701. Disclosure of Names and Addresses of Holders.
Every Holder of Securities or coupons, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee nor
any Authenticating Agent nor any Paying Agent nor any Security Registrar shall
be held accountable by reason of the disclosure of any information as to the
names and addresses of the Holders of Securities in accordance with TIA Section
312, 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 under TIA Section 312(b).

                  SECTION 702. Reports by Trustee. Within 60 days after May 15
of each year commencing with the first May 15 after the first issuance of
Securities pursuant to this Indenture, the Trustee shall transmit by mail to all
Holders of Securities if and as required in TIA Section 313(c) a brief report
dated as of such May 15 if required by TIA Section 313(a).

                  SECTION 703.  Reports by Company.  The Company will:

                  (1) file with the Trustee, within 15 days after the Company is
         required to file the same with the Commission, copies of the annual
         reports and of the information, documents, and other reports (or copies
         of such portions of any of the foregoing as the Commission may from
         time to time by rules and regulations prescribe) which the Company may
         be required to file with the Commission pursuant to Section 13 or
         Section 15(d) of the Securities Exchange Act of 1934; or, if the
         Company is not required to file information, documents or reports
         pursuant to either of such Sections, then it will file with the Trustee
         and the Commission, in accordance with rules and regulations prescribed
         from time to time by the Commission, such of the supplementary and
         periodic information, documents and reports which may be required
         pursuant to Section 13 of the Securities Exchange Act of 1934 in
         respect of a security listed and registered

                                      -68-

<PAGE>

         on a national securities exchange as may be prescribed from time to
         time in such rules and regulations;

                  (2) file with the Trustee and the Commission, in accordance
         with rules and regulations prescribed from time to time by the
         Commission, such additional information, documents and reports with
         respect to compliance by the Company with the conditions and covenants
         of this Indenture as may be required from time to time by such rules
         and regulations; and

                  (3) transmit by mail to the Holders of Securities, within 30
         days after the filing thereof with the Trustee, in the manner and to
         the extent provided in TIA Section 313(c), such summaries of any
         information, documents and reports required to be filed by the Company
         pursuant to paragraphs (1) and (2) of this Section as may be required
         by rules and regulations prescribed from time to time by the
         Commission.

                  SECTION 704. Company to Furnish Trustee Names and Addresses of
Holders. The Company will furnish or cause to be furnished to the Trustee:

                  (a) semi-annually, not later than 15 days after the Regular
Record Date for interest for each series of Securities, a list, in such form as
the Trustee may reasonably require, of the names and addresses of the Holders of
Registered Securities of such series as of such Regular Record Date, or if there
is no Regular Record Date for interest for such series of Securities,
semi-annually, upon such dates as are set forth in the Board Resolution or
indenture supplemental hereto authorizing such series, and

                  (b) at such other times as the Trustee may request in writing,
within 30 days after the receipt by the Company of any such request, a list of
similar form and content as of a date not more than 15 days prior to the time
such list is furnished, provided, however, that, so long as the Trustee is the
Security Registrar, no such list shall be required to be furnished.

                                  ARTICLE EIGHT

                CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE

                  SECTION 801.  Consolidations and Mergers of Company and Sales,
Leases and Conveyances Permitted Subject to Certain Conditions. The Company may
consolidate with, or sell, lease or convey all or substantially all of its
assets to, or merge with or into any other corporation, provided that in any
such case, (1) either the Company shall be the continuing corporation, or the
successor corporation shall be a corporation organized and existing under the
laws of the United States or a State thereof and such successor corporation
shall expressly assume the due and

                                      -69-

<PAGE>

punctual payment of the principal of (and premium, if any) and any interest
(including all Additional Amounts, if any, payable pursuant to Section 1005) on
all the Securities, according to their tenor, and the due and punctual
performance and observance of all of the covenants and conditions of this
Indenture to be performed by the Company by supplemental indenture, complying
with Article Nine hereof, satisfactory to the Trustee, executed and delivered to
the Trustee by such corporation, and (ii) the Company or such successor
corporation, as the case may be, shall not, immediately after such merger or
consolidation, or such sale, lease or conveyance, be in default in the
performance of any such covenant or condition.

                  SECTION 802. Rights and Duties of Successor Corporation. In
case of any such consolidation, merger, sale, lease or conveyance and upon any
such assumption by the successor corporation, such successor corporation shall
succeed to and be substituted for the Company, with the same effect as if it had
been named herein as the party of the first part, and the predecessor
corporation, except in the event of a lease, shall be relieved of any further
obligation under this Indenture and the Securities. Such successor corporation
thereupon may cause to be signed, and may issue either in its own name or in the
name of the Company, any or all of the Securities issuable hereunder which
theretofore shall not have been signed by the Company and delivered to the
Trustee; and, upon the order of such successor corporation, instead of the
Company, and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall deliver any
Securities which previously shall have been signed and delivered by the officers
of the Company to the Trustee for authentication, and any Securities which such
successor corporation thereafter shall cause to be signed and delivered to the
Trustee for that purpose. All 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.

                  SECTION 803.  Officers' Certificate and Opinion of Counsel.
The Trustee shall receive and shall be entitled to rely upon an Officers'
Certificate and an Opinion of Counsel as conclusive evidence that any such
consolidation, merger, sale, lease or conveyance, and any such assumption,
complies with the provisions of this Article and that all conditions precedent
herein provided for relating to such transaction have been complied with.

                                      -70-

<PAGE>

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

                  SECTION 901. Supplemental Indentures Without Consent of
Holders. Without the consent of any Holders of Securities or coupons, the
Company, when authorized by or pursuant to a Board Resolution, and the Trustee,
at any time and from time to time, may enter into one or more indentures
supplemental hereto, in form satisfactory to the Trustee, for any of the
following purposes:

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

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

                  (3) to add any additional Events of Default for the benefit of
         the Holders of all or any series of Securities (and if such Events of
         Default are to be for the benefit of less than all series of
         Securities, stating that such Events of Default are expressly being
         included solely for the benefit of such series); provided, however,
         that in respect of any such additional Events of Default 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 default or may limit the remedies available to
         the Trustee upon such default or may limit the right of the Holders of
         a majority in aggregate principal amount of that or those series of
         Securities to which such additional Events of Default apply to waive
         such default; or

                  (4) to add to or change any of the provisions of this
         Indenture to provide that Bearer Securities may be registrable as to
         principal, to change or eliminate any restrictions on the payment of
         principal of or any premium or interest on Bearer Securities, to permit
         Bearer Securities to be issued in exchange for Registered Securities,
         to permit Bearer Securities to be issued in exchange for Bearer
         Securities of other authorized denominations or to permit or facilitate
         the issuance of Securities in uncertificated form, provided that any
         such action shall not adversely affect the interests of the

                                      -71-

<PAGE>

         Holders of Securities of any series or any related coupons in any
         material respect; or

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

                  (6) to secure the Securities; or

                  (7) to establish the form or terms of Securities of any series
         and any related coupons as permitted by Sections 201 and 301, including
         the provisions and procedures relating to Securities convertible into
         Common Stock or Preferred Stock; or

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

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

                  (10) to supplement any of the provisions of this Indenture to
         such extent as shall be necessary to permit or facilitate the
         defeasance and discharge of any series of Securities pursuant to
         Sections 401, 1402 and 1403; provided that any such action shall not
         adversely affect the interests of the Holders of Securities of such
         series and any related coupons or any other series of Securities in any
         material respect.

                  SECTION 902. Supplemental Indentures with Consent of Holders.
With the consent of the Holders of not less than a majority in principal amount
of all Outstanding Securities affected by such supplemental indenture, by Act of
said Holders delivered to the Company and the Trustee, the Company, when
authorized by or pursuant to a Board Resolution, and the Trustee may enter into
an indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders of
Securities

                                      -72-

<PAGE>

and any related coupons under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby:

              (1)    change the Stated Maturity of the principal of (or premium,
       if any, on) or any installment of principal of or interest on, any
       Security; or reduce the principal amount thereof or the rate or amount of
       interest thereon or any Additional Amounts payable in respect thereof, or
       any premium payable upon the redemption thereof, or change any obligation
       of the Company to pay Additional Amounts pursuant to Section 1005 (except
       as contemplated by Section 801(1) and permitted by Section 901(1)), or
       reduce the amount of the principal of an Original Issue Discount Security
       that would be due and payable upon a declaration of acceleration of the
       Maturity thereof pursuant to Section 502 or the amount thereof provable
       in bankruptcy pursuant to Section 504, or adversely affect any right of
       repayment at the option of the Holder of any Security, or change any
       Place of Payment where, or the currency or currencies, currency unit or
       units or composite currency or currencies in which, any Security or any
       premium or the interest thereon is payable, or impair the right to
       institute suit for the enforcement of any such payment on or after the
       Stated Maturity thereof (or, in the case of redemption or repayment at
       the option of the Holder, on or after the Redemption Date or the
       Repayment Date, as the case may be), or

              (2)    reduce the percentage in principal amount of the
       Outstanding Securities of any series, the consent of whose Holders is
       required for any such supplemental indenture, or the consent of whose
       Holders is required for any waiver with respect to such series (or
       compliance with certain provisions of this Indenture or certain defaults
       hereunder and their consequences) provided for in this Indenture, or
       reduce the requirements of Section 1504 for quorum or voting, or

              (3)    modify any of the provisions of this Section, Section 513,
       except to increase any such percentage or to provide that certain other
       provisions of this Indenture cannot be modified or waived without the
       consent of the Holder of each Outstanding Security affected thereby, or

              (4)    impair the right of Holders to convert their Securities, if
       convertible, upon the terms established pursuant to or in accordance with
       the provisions of this Indenture.

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

                                      -73-

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

              SECTION 903.  Execution of Supplemental Indentures. In executing,
or accepting the additional trusts created by, any supplemental indenture
permitted by this Article or the modification thereby of the trusts created by
this Indenture, the Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture. The
Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

              SECTION 904.  Effect of Supplemental Indentures. Upon the
execution of any supplemental indenture under this Article, this Indenture shall
be modified in accordance therewith, and such supplemental indenture shall form
a part of this Indenture for all purposes; and every Holder of Securities
theretofore or thereafter authenticated and delivered hereunder and of any
coupon appertaining thereto shall be bound thereby.

              SECTION 905.  Conformity with Trust Indenture Act. Every
supplemental indenture executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act as then in effect.

              SECTION 906.  Reference in Securities to Supplemental Indentures.
Securities of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall, if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities of any series so modified as to conform, in the opinion of the
Trustee and the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series.

                                   ARTICLE TEN

                                    COVENANTS

              SECTION 1001. Payment of Principal, Premium, if any, and Interest
and Additional Amounts. The Company covenants and agrees for the benefit of the
Holders of each series of Securities that it will duly and punctually pay prior
to noon New

                                      -74-

<PAGE>

York City time on any date of payment the principal of (and premium, if any) and
interest on and any Additional Amounts payable in respect of the Securities of
that series in accordance with the terms of such series of Securities, any
coupons appertaining thereto and this Indenture. Unless otherwise specified as
contemplated by Section 301 with respect to any series of Securities, any
interest due on and any Additional Amounts payable in respect of Bearer
Securities on or before Maturity, other than Additional Amounts, if any, payable
as provided in Section 1005 in respect of principal of (or premium, if any, on)
such a Security, shall be payable only upon presentation and surrender of the
several coupons for such interest installments as are evidenced thereby as they
severally mature. Unless otherwise specified with respect to Securities of any
series pursuant to Section 301, at the option of the Company, all payments of
principal may be paid by check to the registered Holder of the Registered
Security or other person entitled thereto against surrender of such Security.

              SECTION 1002. Maintenance of Office or Agency. If Securities of a
series are issuable only as Registered Securities, the Company shall maintain in
each Place of Payment for any series of Securities an office or agency where
Securities of that series may be presented or surrendered for payment or
conversion, where Securities of that series may be surrendered for registration
of transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served. If
Securities of a series are issuable as Bearer Securities, the Company will
maintain: (A) in the Borough of Manhattan, The City of New York, an office or
agency where any Registered Securities of that series may be presented or
surrendered for payment or conversion, where any Registered Securities of that
series may be surrendered for registration of transfer, where Securities of that
series may be surrendered for exchange, where notices and demands to or upon the
Company in respect of the Securities of that series and this Indenture may be
served and where Bearer Securities of that series and related coupons may be
presented or surrendered for payment in the circumstances described in the
following paragraph (and not otherwise); (B) subject to any laws or regulations
applicable thereto, in a Place of Payment for that series which is located
outside the United States, an office or agency where Securities of that series
and related coupons may be presented and surrendered for payment (including
payment of any Additional Amounts payable on Securities of that series pursuant
to Section 1005) or conversion; provided, however, that if the Securities of
that series are listed on the Luxembourg Stock Exchange or any other stock
exchange located outside the United States and such stock exchange shall so
require, the Company will maintain a Paying Agent for the Securities of that
series in Luxembourg or any other required city located outside the United
States, as the case may be, so long as the Securities of that series are listed
on such exchange; and (C) subject to any laws or regulations applicable thereto,
in a Place of Payment for that series located

                                      -75-

<PAGE>

outside the United States an office or agency where any Registered Securities of
that series may be surrendered for registration of transfer, where Securities of
that series may be surrendered for exchange and where notices and demands to or
upon the Company in respect of the Securities of that series and this Indenture
may be served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of each such office or agency. If at
any time the Company shall fail to maintain any such required office or agency
or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, except that Bearer Securities of that
series and the related coupons may be presented and surrendered for payment
(including payment of any Additional Amounts payable on Bearer Securities of
that series pursuant to Section 1005) at the offices specified in the Security,
in London, England, and the Company hereby appoints the same as its agent to
receive such respective presentations, surrenders, notices and demands, and the
Company hereby appoints the Trustee its agent to receive all such presentations,
surrenders, notices and demands.

              Unless otherwise specified with respect to any Securities pursuant
to Section 301, no payment of principal, premium or interest on or Additional
Amounts in respect of Bearer Securities shall be made at any office or agency of
the Company in the United States or by check mailed to any address in the United
States or by transfer to an account maintained with a bank located in the United
States; provided, however, that, if the Securities of a series are payable in
Dollars, payment of principal of and any premium and interest on any Bearer
Security (including any Additional Amounts payable on Securities of such series
pursuant to Section 1005) shall be made at the office of the Company's Paying
Agent in the Borough of Manhattan, The City of New York, if (but only if)
payment in Dollars of the full amount of such principal, premium, interest or
Additional Amounts, as the case may be, at all offices or agencies outside the
United States maintained for the purpose by the Company in accordance with this
Indenture, is illegal or effectively precluded by exchange controls or other
similar restrictions.

              The Company may from time to time designate one or more other
offices or agencies where the Securities of one or more series may be presented
or surrendered for any or all of such purposes, and may from time to time
rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to maintain
an office or agency in accordance with the requirements set forth above for
Securities of any series for such purposes. The Company will give prompt written
notice to the Trustee of any such designation or rescission and of any change in
the location of any such other office or agency. Unless otherwise specified with
respect to any Securities pursuant to Section 301 with respect to a series of
Securities, the Company hereby designates

                                      -76-

<PAGE>

as a Place of Payment for each series of Securities the office or agency of the
Company in the Borough of Manhattan, The City of New York, and initially
appoints the Trustee at its Corporate Trust Office as Paying Agent in such city
and as its agent to receive all such presentations, surrenders, notices and
demands.

              Unless otherwise specified with respect to any Securities pursuant
to Section 301, if and so long as the Securities of any series (i) are
denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency,
or so long as it is required under any other provision of the Indenture, then
the Company will maintain with respect to each such series of Securities, or as
so required, at least one Exchange Rate Agent.

              SECTION 1003. Money for Securities Payments to Be Held in Trust.
If the Company shall at any time act as its own Paying Agent with respect to any
series of any Securities and any related coupons, it will, on or before each due
date of the principal of (and premium, if any), or interest on or Additional
Amounts in respect of, any of the Securities of that series, segregate and hold
in trust for the benefit of the Persons entitled thereto a sum in the currency
or currencies, currency unit or units or composite currency or currencies in
which the Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series and except, if
applicable, as provided in Sections 312(b), 312(d) and 312(e)) sufficient to pay
the principal (and premium, if any) or interest or Additional Amounts so
becoming due until such sums shall be paid to such Persons or otherwise disposed
of as herein provided, and will promptly notify the Trustee of its action or
failure so to act.

              Whenever the Company shall have one or more Paying Agents for any
series of Securities and any related coupons, it will, on or before each due
date of the principal of (and premium, if any), or interest on or Additional
Amounts in respect of, any Securities of that series, deposit with a Paying
Agent a sum (in the currency or currencies, currency unit or units or composite
currency or currencies described in the preceding paragraph) sufficient to pay
the principal (and premium, if any) or interest or Additional Amounts, so
becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such principal, premium or interest or Additional Amounts and
(unless such Paying Agent is the Trustee) the Company will promptly notify the
Trustee of its action or failure so to act.

              The Company will cause each Paying Agent other than the Trustee to
execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section, that
such Paying Agent will

              (1)    hold all sums held by it for the payment of principal of
       (and premium, if any) or interest on Securities

                                      -77-

<PAGE>

       in trust for the benefit of the Persons entitled thereto until such sums
       shall be paid to such Persons or otherwise disposed of as herein
       provided;

              (2)    give the Trustee notice of any default by the Company (or
       any other obligor upon the Securities) in the making of any such payment
       of principal (and premium, if any) or interest; and

              (3)    at any time during the continuance of any such default upon
       the written request of the Trustee, forthwith pay to the Trustee all sums
       so held in trust by such Paying Agent.

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

              Except as otherwise provided in the Securities of any series, any
money deposited with the Trustee or any Paying Agent, or then held by the
Company, in trust for the payment of the principal of (and premium, if any) or
interest on, or any Additional Amounts in respect of, any Security of any series
and remaining unclaimed for two years after such principal (and premium, if
any), or interest or Additional Amounts has become due and payable shall be paid
to the Company upon Company Request or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Security shall thereafter, as
an unsecured general creditor, look only to the Company for payment of such
principal of (and premium, if any) or interest on, or any Additional Amounts in
respect of, any Security, without interest thereon, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; provided, however,
that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause notice to be mailed to the
Holders or published once in an Authorized Newspaper to the effect that such
money remains unclaimed and that, after a date specified therein, which shall
not be less than 30 days from the date of such mailing or publication, any
unclaimed balance of such money then remaining will be repaid to the Company.

              SECTION 1004. Statement as to Compliance. The Company will deliver
to the Trustee, within 120 days after the end of each fiscal year (which as of
the date hereof is December 31), a brief certificate from the principal
executive officer, principal financial officer or principal accounting officer
as to his or

                                      -78-

<PAGE>

her knowledge of the Company's compliance with all conditions and covenants
under this Indenture and, in the event of any noncompliance, specifying such
noncompliance and the nature and status thereof. For purposes of this Section
1004, such compliance shall be determined without regard to any period of grace
or requirement of notice under this Indenture.

              SECTION 1005. Additional Amounts. If any Securities of a series
provide for the payment of Additional Amounts, the Company will pay to the
Holder of any Security of such series or any coupon appertaining thereto
Additional Amounts as may be specified as contemplated by Section 301. Whenever
in this Indenture there is mentioned, in any context except in the case of
Section 502(1), the payment of the principal of or any premium or interest on,
or in respect of, any Security of any series or payment of any related coupon or
the net proceeds received on the sale or exchange of any Security of any series,
such mention shall be deemed to include mention of the payment of Additional
Amounts provided by the terms of such series established pursuant to Section 301
to the extent that, in such context, Additional Amounts are, were or would be
payable in respect thereof pursuant to such terms and express mention of the
payment of Additional Amounts (if applicable) in any provisions hereof shall not
be construed as excluding Additional Amounts in those provisions hereof where
such express mention is not made.

              Except as otherwise specified as contemplated by Section 301, if
the Securities of a series provide for the payment of Additional Amounts, at
least 10 days prior to the first Interest Payment Date with respect to that
series of Securities (or if the Securities of that series will not bear interest
prior to Maturity, the first day on which a payment of principal and any premium
is made), and at least 10 days prior to each date of payment of principal and
any premium or interest if there has been any change with respect to the matters
set forth in the below-mentioned Officers' Certificate, the Company will furnish
the Trustee and the Company's principal Paying Agent or Paying Agents, if other
than the Trustee, with an Officers' Certificate instructing the Trustee and such
Paying Agent or Paying Agents whether such payment of principal of and any
premium or interest on the Securities of that series shall be made to Holders of
Securities of that series or any related coupons who are not United States
persons without withholding for or on account of any tax, assessment or other
governmental charge described in the Securities of the series. If any such
withholding shall be required, then such Officers' Certificate shall specify by
country the amount, if any, required to be withheld on such payments to such
Holders of Securities of that series or related coupons and the Company will pay
to the Trustee or such Paying Agent the Additional Amounts required by the terms
of such Securities. In the event that the Trustee or any Paying Agent, as the
case may be, shall not so receive the above-mentioned certificate, then the
Trustee or such Paying Agent shall be entitled (i) to assume that no such
withholding or

                                      -79-

<PAGE>

deduction is required with respect to any payment of principal or interest with
respect to any Securities of a series or related coupons until it shall have
received a certificate advising otherwise and (ii) to make all payments of
principal and interest with respect to the Securities of a series or related
coupons without withholding or deductions until otherwise advised. The Company
covenants to indemnify the Trustee and any Paying Agent for, and to hold them
harmless against, any loss, liability or expense reasonably incurred without
negligence or bad faith on their part arising out of or in connection with
actions taken or omitted by any of them or in reliance on any Officers'
Certificate furnished pursuant to this Section or in reliance on the Company's
not furnishing such an Officers' Certificate.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

              SECTION 1101. Applicability of Article. Securities of any series
which are redeemable before their Stated Maturity shall be redeemable in
accordance with their terms and (except as otherwise specified as contemplated
by Section 301 for Securities of any series) in accordance with this Article.

              SECTION 1102. Election to Redeem; Notice to Trustee. The election
of the Company to redeem any Securities shall be evidenced by or pursuant to a
Board Resolution. In case of any redemption at the election of the Company of
less than all of the Securities of any series, the Company shall, at least 60
days prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such Redemption
Date and of the principal amount of Securities of such series to be redeemed. In
the case of any redemption of Securities prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with such restriction.

              SECTION 1103. Selection by Trustee of Securities to Be Redeemed.
If less than all the Securities of any series are to be redeemed, the particular
Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series
not previously called for redemption, by such method as the Trustee shall deem
fair and appropriate and which may provide for the selection for redemption of
portions (equal to the minimum authorized denomination for Securities of that
series or any integral multiple thereof) of the principal amount of Securities
of such series of a denomination larger than the minimum authorized denomination
for Securities of that series.

              The Trustee shall promptly notify the Company and the Security
Registrar (if other than itself) in writing of the

                                      -80-

<PAGE>

Securities selected for redemption and, in the case of any Securities selected
for partial redemption, the principal amount thereof to be redeemed.

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

              SECTION 1104. Notice of Redemption. Notice of redemption shall be
given in the manner provided in Section 106, not less than 30 days nor more than
60 days prior to the Redemption Date, unless a shorter period is specified by
the terms of such series established pursuant to Section 301, to each Holder of
Securities to be redeemed, but failure to give such notice in the manner herein
provided to the Holder of any Security designated for redemption as a whole or
in part, or any defect in the notice to any such Holder, shall not affect the
validity of the proceedings for the redemption of any other such Security or
portion thereof.

              Any notice that is mailed to the Holders of Registered Securities
in the manner herein provided shall be conclusively presumed to have been duly
given, whether or not the Holder receives the notice.

              All notices of redemption shall state:

              (1)    the Redemption Date,

              (2)    the Redemption Price, accrued interest to the Redemption
       Date payable as provided in Section 1106, if any, and Additional Amounts,
       if any,

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

              (4)    in case any Security is to be redeemed in part only, the
       notice which relates to such Security shall state that on and after the
       Redemption Date, upon surrender of such Security, the holder will
       receive, without charge, a new Security or Securities of authorized
       denominations for the principal amount thereof remaining unredeemed,

              (5)    that on the Redemption Date the Redemption Price and
       accrued interest to the Redemption Date payable as provided in Section
       1106, if any, will become due and payable upon each such Security, or the
       portion thereof, to be redeemed and, if applicable, that interest thereon
       shall cease to accrue on and after said date,

                                      -81-

<PAGE>

              (6)    the Place or Places of Payment where such Securities,
       together in the case of Bearer Securities with all coupons appertaining
       thereto, if any, maturing after the Redemption Date, are to be
       surrendered for payment of the Redemption Price and accrued interest, if
       any, or for conversion,

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

              (8)    that, unless otherwise specified in such notice, Bearer
       Securities of any series, if any, surrendered for redemption must be
       accompanied by all coupons maturing subsequent to the date fixed for
       redemption or the amount of any such missing coupon or coupons will be
       deducted from the Redemption Price, unless security or indemnity
       satisfactory to the Company, the Trustee for such series and any Paying
       Agent is furnished,

              (9)    if Bearer Securities of any series are to be redeemed and
       any Registered Securities of such series are not to be redeemed, and if
       such Bearer Securities may be exchanged for Registered Securities not
       subject to redemption on this Redemption Date pursuant to Section 305 or
       otherwise, the last date, as determined by the Company, on which such
       exchanges may be made,

              (10)   the CUSIP number of such Security, if any, and

              (11)   if applicable, that a Holder of Securities who desires to
       convert Securities for redemption must satisfy the requirements for
       conversion contained in such Securities, the then existing conversion
       price or rate, and the date and time when the option to convert shall
       expire.

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

              SECTION 1105. Deposit of Redemption Price. On or prior to noon New
York City time on any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, which it may not do in the case of a sinking fund payment under Article
Twelve, segregate and hold in trust as provided in Section 1003) an amount of
money in the currency or currencies, currency unit or units or composite
currency or currencies in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 301 for the Securities of
such series and except, if applicable, as provided in Sections 312(b), 312(d)
and 312(e)) sufficient to pay on the Redemption Date the Redemption Price of,
and (except if the Redemption Date shall be an Interest Payment Date) accrued
interest on, all the Securities or portions thereof which are to be redeemed on
that date.

                                      -82-

<PAGE>


          SECTION 1106. Securities Payable on Redemption Date. Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified in the currency or currencies, currency unit or units or
composite currency or currencies in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series and except, if applicable, as provided in Sections
312(b), 312(d) and 312(e)) (together with accrued interest, if any, to the
Redemption Date), and from and after such date (unless the Company shall default
in the payment of the Redemption Price and accrued interest) such Securities
shall, if the same were interest-bearing, cease to bear interest and the coupons
for such interest appertaining to any Bearer Securities so to be redeemed,
except to the extent provided below, shall be void. Upon surrender of any such
Security for redemption in accordance with said notice, together with all
coupons, if any, appertaining thereto maturing after the Redemption Date, such
Security shall be paid by the Company at the Redemption Price, together with
accrued interest, if any, to the Redemption Date; provided, however, that
installments of interest on Bearer Securities whose Stated Maturity is on or
prior to the Redemption Date shall be payable only at an office or agency
located outside the United States (except as otherwise provided in Section 1002)
and, unless otherwise specified as contemplated by Section 301, only upon
presentation and surrender of coupons for such interest; and provided further
that, except as otherwise provided with respect to Securities convertible into
Common Stock or Preferred Stock, installments of interest on Registered
Securities whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 307.

          If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant coupons maturing after the Redemption Date, such
Security may be paid after deducting from the Redemption Price an amount equal
to the face amount of all such missing coupons, or the surrender of such missing
coupon or coupons may be waived by the Company and the Trustee if there be
furnished to them such security or indemnity as they may require to save each of
them and any Paying Agent harmless. If thereafter the Holder of such Security
shall surrender to the Trustee or any Paying Agent any such missing coupon in
respect of which a deduction shall have been made from the Redemption Price,
such Holder shall be entitled to receive the amount so deducted; provided,
however, that interest represented by coupons shall be payable only at an office
or agency located outside the United States (except as otherwise provided in
Section 1002) and, unless otherwise specified as contemplated by Section 301,
only upon presentation and surrender of those coupons.

                                      -83-

<PAGE>

          If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal (and premium, if any) shall,
until paid, bear interest from the Redemption Date at the rate borne by the
Security.

          SECTION 1107. Securities Redeemed in Part. Any Registered Security
which is to be redeemed only in part (pursuant to the provisions of this Article
or of Article Twelve) shall be surrendered at a Place of Payment therefor (with,
if the Company or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Trustee duly
executed by, the Holder thereof or his attorney duly authorized in writing) and
the Company shall execute and the Trustee shall authenticate and deliver to the
Holder of such Security without service charge a new Security or Securities of
the same series, of any authorized denomination as requested by such Holder in
aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal of the Security so surrendered.

          SECTION 1108. Conversion Arrangement on Call for Redemption. In
connection with any redemption of Securities, the Company may arrange for the
purchase and conversion of any Securities called for redemption by an agreement
with one or more investment bankers or other purchasers to purchase such
Securities by paying to the Trustee or the Paying Agent in trust for the Holders
of Securities, on or before 10:00 a.m. New York time on the Redemption Date, an
amount not less than the Redemption Price, together with interest, if any,
accrued to the Redemption Date of such Securities, in immediately available
funds. Notwithstanding anything to the contrary contained in this Article
Eleven, the obligation of the Company to pay the Redemption Price of such
Securities, including all accrued interest, if any, shall be deemed to be
satisfied and discharged to the extent such amount is so paid by such
purchasers. If such an agreement is entered into, any Securities not duly
surrendered for conversion by the Holders thereof may, at the option of the
Company, be deemed, to the fullest extent permitted by law, acquired by such
purchasers from such Holders and surrendered by such purchasers for conversion,
all as of immediately prior to the close of business on the last day on which
Securities of such series called for redemption may be converted in accordance
with this Indenture and the terms of such Securities, subject to payment to the
Trustee or Paying Agent of the above-described amount. The Trustee or the Paying
Agent shall hold and pay to the Holders whose Securities are selected for
redemption any such amount paid to it in the same manner as it would pay moneys
deposited with it by the Company for the redemption of Securities. Without the
Trustee's and the Paying Agent's prior written consent, no arrangement between
the Company and such purchasers for the purchase and conversion of any
Securities shall increase or otherwise affect any of the powers, duties,
responsibilities or obligations of the Trustee and the Paying Agent as set forth
in this Indenture, and the Company agrees to

                                      -84-

<PAGE>

indemnify the Trustee and the Paying Agent from, and hold them harmless against,
any loss, liability or expense arising out of or in connection with any such
arrangement for the purpose and conversion of any Securities between the Company
and such purchasers, including the costs and expenses incurred by the Trustee
and the Paying Agent (including the fees and expenses of their agents and
counsel) in the defense of any claim or liability arising out of or in
connection with the exercise or performance of any of their powers, duties,
responsibilities or obligations under this Indenture.

                                 ARTICLE TWELVE

                                  SINKING FUNDS

          SECTION 1201. Applicability of Article. The provisions of this Article
shall be applicable to any sinking fund for the retirement of Securities of a
series except as otherwise specified as contemplated by Section 301 for
Securities of such series.

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

          SECTION 1202. Satisfaction of Sinking Fund Payments with Securities.
The Company may, in satisfaction of all or any part of any mandatory sinking
fund payment with respect to the Securities of a series, (1) deliver Outstanding
Securities of such series (other than any previously called for redemption)
together in the case of any Bearer Securities of such series with all unmatured
coupons appertaining thereto and (2) apply as a credit Securities of such series
which have been redeemed either at the election of the Company pursuant to the
terms of such Securities or through the application of permitted optional
sinking fund payments pursuant to the terms of such Securities, as provided for
by the terms of such Securities; provided that such Securities so delivered or
applied as a credit have not been previously so credited. Such Securities shall
be received and credited for such purpose by the Trustee at the applicable
Redemption Price specified in such Securities for redemption through operation
of the sinking fund and the amount of such mandatory sinking fund payment shall
be reduced accordingly.

          SECTION 1203. Redemption of Securities for Sinking Fund. Not less than
60 days prior to each sinking fund payment

                                      -85-

<PAGE>

date for Securities of any series, the Company will deliver to the Trustee an
Officers' Certificate specifying the amount of the next ensuing mandatory
sinking fund payment for that series pursuant to the terms of that series, the
portion thereof, if any, which is to be satisfied by payment of cash in the
currency or currencies, currency unit or units or composite currency or
currencies in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such series
and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e))
and the portion thereof, if any, which is to be satisfied by delivering and
crediting Securities of that series pursuant to Section 1202, and the optional
amount, if any, to be added in cash to the next ensuing mandatory sinking fund
payment, and will also deliver to the Trustee any Securities to be so delivered
and credited. If such Officers' Certificate shall specify an optional amount to
be added in cash to the next ensuing mandatory sinking fund payment, the Company
shall thereupon be obligated to pay the amount therein specified. Not less than
30 days before each such sinking fund payment date the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 1103 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the manner provided in
Section 1104. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
1106 and 1107.

                                ARTICLE THIRTEEN

                       REPAYMENT AT THE OPTION OF HOLDERS

          SECTION 1301. Applicability of Article. Repayment of Securities of any
series before their Stated Maturity at the option of Holders thereof shall be
made in accordance with the terms of such Securities and (except as otherwise
specified by the terms of such series established pursuant to Section 301) in
accordance with this Article.

          SECTION 1302. Repayment of Securities. Securities of any series
subject to repayment in whole or in part at the option of the Holders thereof
will, unless otherwise provided in the terms of such Securities, be repaid at a
price equal to the principal amount thereof, together with interest, if any,
thereon accrued to the Repayment Date specified in or pursuant to the terms of
such Securities. The Company covenants that on or before the Repayment Date it
will deposit with the Trustee or with a Paying Agent (or, if the Company is
acting as its own Paying Agent, segregate and hold in trust as provided in
Section 1003) an amount of money in the currency or currencies, currency unit or
units or composite currency or currencies in which the Securities of such series
are payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series and except, if applicable, as provided in Sections
312(b),

                                      -86-

<PAGE>

312(d) and 312(e)) sufficient to pay the principal (or, if so provided by the
terms of the Securities of any series, a percentage of the principal) of, and
(except if the Repayment Date shall be an Interest Payment Date) accrued
interest on, all the Securities or portions thereof, as the case may be, to be
repaid on such date.

          SECTION 1303. Exercise of Option. Securities of any series subject to
repayment at the option of the Holders thereof will contain an "Option to Elect
Repayment" form on the reverse of such Securities. In order for any Security to
be repaid at the option of the Holder, the Trustee must receive at the Place of
Payment therefor specified in the terms of such Security (or at such other place
or places of which the Company shall from time to time notify the Holders of
such Securities) not earlier than 60 days nor later than 30 days prior to the
Repayment Date (1) the Security so providing for such repayment together with
the "Option to Elect Repayment" form on the reverse thereof duly completed by
the Holder (or by the Holder's attorney duly authorized in writing) or (2) a
telegram, facsimile transmission or a letter from a member of a national
securities exchange, or the National Association of Securities Dealers, Inc.
("NASD"), or a commercial bank or trust company in the United States setting
forth the name of the Holder of the Security, the principal amount of the
Security, the principal amount of the Security to be repaid, the certificate
number or a description of the tenor and terms of the Security, the CUSIP
number, if available, a statement that the option to elect repayment is being
exercised thereby and a guarantee that the Security to be repaid, together with
the duly completed form entitled "Option to Elect Repayment" on the reverse of
the Security, will be received by the Trustee not later than the third Business
Day after the date of such telegram, facsimile transmission or letter; provided,
however, that such telegram, facsimile transmission or letter shall only be
effective if such Security and form duly completed are received by the Trustee
by such third Business Day. If less than the entire principal amount of such
Security is to be repaid in accordance with the terms of such Security, the
principal amount of such Security to be repaid, in increments of the minimum
denomination for Securities of such series, and the denomination or
denominations of the Security or Securities to be issued to the Holder for the
portion of the principal amount of such Security surrendered that is not to be
repaid, must be specified. The principal amount of any Security providing for
repayment at the option of the Holder thereof may not be repaid in part if,
following such repayment, the unpaid principal amount of such Security would be
less than the minimum authorized denomination of Securities of the series of
which such Security to be repaid is a part. Except as otherwise may be provided
by the terms of any Security providing for repayment at the option of the Holder
thereof, exercise of the repayment option by the Holder shall be irrevocable
unless waived by the Company.

                                      -87-

<PAGE>

          SECTION 1304. When Securities Presented for Repayment Become Due and
Payable. If Securities of any series providing for repayment at the option of
the Holders thereof shall have been surrendered as provided in this Article and
as provided by or pursuant to the terms of such Securities, such Securities or
the portions thereof, as the case may be, to be repaid shall become due and
payable and shall be paid by the Company on the Repayment Date therein
specified, and on and after such Repayment Date (unless the Company shall
default in the payment of such Securities on such Repayment Date) such
Securities shall, if the same were interest-bearing, cease to bear interest and
the coupons for such interest appertaining to any Bearer Securities so to be
repaid, except to the extent provided below, shall be void. Upon surrender of
any such Security for repayment in accordance with such provisions, together
with all coupons, if any, appertaining thereto maturing after the Repayment
Date, the principal amount of such Security so to be repaid shall be paid by the
Company, together with accrued interest, if any, to the Repayment Date;
provided, however, that coupons whose Stated Maturity is on or prior to the
Repayment Date shall be payable only at an office or agency located outside the
United States (except as otherwise provided in Section 1002) and, unless
otherwise specified pursuant to Section 301, only upon presentation and
surrender of such coupons; and provided further that, in the case of Registered
Securities, installments of interest, if any, whose Stated Maturity is on or
prior to the Repayment Date shall be payable (but without interest thereon,
unless the Company shall default in the payment thereof) to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 307.

          If any Bearer Security surrendered for repayment shall not be
accompanied by all appurtenant coupons maturing after the Repayment Date, such
Security may be paid after deducting from the amount payable therefor as
provided in Section 1302 an amount equal to the face amount of all such missing
coupons, or the surrender of such missing coupon or coupons may be waived by the
Company and the Trustee if there be furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent harmless. If
thereafter the Holder of such Security shall surrender to the Trustee or any
Paying Agent any such missing coupon in respect of which a deduction shall have
been made as provided in the preceding sentence, such Holder shall be entitled
to receive the amount so deducted; provided, however, that interest represented
by coupons shall be payable only at an office or agency located outside the
United States (except as otherwise provided in Section 1002) and, unless
otherwise specified as contemplated by Section 301, only upon presentation and
surrender of those coupons.

          If the principal amount of any Security surrendered for repayment
shall not be so repaid upon surrender thereof, such

                                      -88-

<PAGE>

principal amount (together with interest, if any, thereon accrued to such
Repayment Date) shall, until paid, bear interest from the Repayment Date at the
rate of interest or Yield to Maturity (in the case of Original Issue Discount
Securities) set forth in such Security.

          SECTION 1305. Securities Repaid in Part. Upon surrender of any
Registered Security which is to be repaid in part only, the Company shall
execute and the Trustee shall authenticate and deliver to the Holder of such
Security, without service charge and at the expense of the Company, a new
Registered Security or Securities of the same series, of any authorized
denomination specified by the Holder, in an aggregate principal amount equal to
and in exchange for the portion of the principal of such Security so surrendered
which is not to be repaid.

                                ARTICLE FOURTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

          SECTION 1401. Applicability of Article; Company's Option to Effect
Defeasance or Covenant Defeasance. If, pursuant to Section 301, provision is
made for either or both of (a) defeasance of the Securities of or within a
series under Section 1402 or (b) covenant defeasance of the Securities of or
within a series under Section 1403, then the provisions of such Section or
Sections, as the case may be, together with the other provisions of this Article
(with such modifications thereto as may be specified pursuant to Section 301
with respect to any Securities), shall be applicable to such Securities and any
coupons appertaining thereto, and the Company may at its option by Board
Resolution, at any time, with respect to such Securities and any coupons
appertaining thereto, elect to have Section 1402 (if applicable) or Section 1403
(if applicable) be applied to such Outstanding Securities and any coupons
appertaining thereto upon compliance with the conditions set forth below in this
Article.

          SECTION 1402. Defeasance and Discharge. Upon the Company's exercise of
the above option applicable to this Section with respect to any Securities of or
within a series, the Company shall be deemed to have been discharged from its
obligations with respect to such Outstanding Securities and any coupons
appertaining thereto on the date the conditions set forth in Section 1404 are
satisfied (hereinafter, "defeasance"). For this purpose, such defeasance means
that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by such Outstanding Securities and any coupons
appertaining thereto, which shall thereafter be deemed to be "Outstanding" only
for the purposes of Section 1405 and the other Sections of this Indenture
referred to in clauses (A) and (B) of this Section, and to have satisfied all
its other obligations under such Securities and any coupons appertaining thereto
and this

                                      -89-

<PAGE>

Indenture insofar as such Securities and any coupons appertaining thereto are
concerned (and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same), except for the following which shall
survive until otherwise terminated or discharged hereunder: (A) the rights of
Holders of such Outstanding Securities and any coupons appertaining thereto to
receive, solely from the trust fund described in Section 1404 and as more fully
set forth in such Section, payments in respect of the principal of (and premium,
if any) and interest, if any, on such Securities and any coupons appertaining
thereto when such payments are due, (B) the Company's obligations with respect
to such Securities under Sections 305, 306, 1002 and 1003 and with respect to
the payment of Additional Amounts, if any, on such Securities as contemplated by
Section 1005, (C) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and (D) this Article. Subject to compliance with this Article
Fourteen, the Company may exercise its option under this Section notwithstanding
the prior exercise of its option under Section 1403 with respect to such
Securities and any coupons appertaining thereto.

          SECTION 1403. Covenant Defeasance. Upon the Company's exercise of the
above option applicable to this Section with respect to any Securities of or
within a series, the Company shall be released from its obligations under
Sections 1004 and 1005, and, if specified pursuant to Section 301, its
obligations under any other covenant, with respect to such Outstanding
Securities and any coupons appertaining thereto on and after the date the
conditions set forth in Section 1404 are satisfied (hereinafter, "covenant
defeasance"), and such Securities and any coupons appertaining thereto shall
thereafter be deemed to be not "Outstanding" for the purposes of any direction,
waiver, consent or declaration or Act of Holders (and the consequences of any
thereof) in connection with Sections 1004 and 1005, or such other covenant, but
shall continue to be deemed "Outstanding" for all other purposes hereunder. For
this purpose, such covenant defeasance means that, with respect to such
Outstanding Securities and any coupons appertaining thereto, the Company may
omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such Section or such other covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to
any such Section or such other covenant or by reason of reference in any such
Section or such other covenant to any other provision herein or in any other
document and such omission to comply shall not constitute a default or an Event
of Default under Section 501(4) or 501(8) or otherwise, as the case may be, but,
except as specified above, the remainder of this Indenture and such Securities
and any coupons appertaining thereto shall be unaffected thereby.

          SECTION 1404. Conditions to Defeasance or Covenant Defeasance. The
following shall be the conditions to application of Section 1402 or Section 1403
to any Outstanding Securities of or within a series and any coupons appertaining
thereto:

                                      -90-

<PAGE>

          (a) The Company shall irrevocably have deposited or caused to be
     deposited with the Trustee (or another trustee satisfying the requirements
     of Section 607 who shall agree to comply with the provisions of this
     Article Fourteen applicable to it) as trust funds in trust for the purpose
     of making the following payments, specifically pledged as security for, and
     dedicated solely to, the benefit of the Holders of such Securities and any
     coupons appertaining thereto, (1) an amount (in such currency, currencies
     or currency unit in which such Securities and any coupons appertaining
     thereto are then specified as payable at Stated Maturity), or (2)
     Government Obligations applicable to such Securities and coupons
     appertaining thereto (determined on the basis of the currency, currencies
     or currency unit in which such Securities and coupons appertaining thereto
     are then specified as payable at Stated Maturity) which through the
     scheduled payment of principal and interest in respect thereof in
     accordance with their terms will provide, not later than one day before the
     due date of any payment of principal of (and premium, if any) and interest,
     if any, on such Securities and any coupons appertaining thereto, money in
     an amount, or (3) a combination thereof, in any case, in an amount,
     sufficient, in the opinion of a nationally recognized firm of independent
     public accountants expressed in a written certification thereof delivered
     to the Trustee, to pay and discharge, and which shall be applied by the
     Trustee (or other qualifying trustee) to pay and discharge, (i) the
     principal of (and premium, if any) and interest, if any, on such
     Outstanding Securities and any coupons appertaining thereto on the Stated
     Maturity of such principal or installment of principal or interest and (ii)
     any mandatory sinking fund payments or analogous payments applicable to
     such Outstanding Securities and any coupons appertaining thereto on the day
     on which such payments are due and payable in accordance with the terms of
     this Indenture and of such Securities and any coupons appertaining thereto.

          (b) Such defeasance or covenant defeasance shall not result in a
     breach or violation of, or constitute a default under, this Indenture or
     any other material agreement or instrument to which the Company is a party
     or by which it is bound.

          (c) No Event of Default or event which with notice or lapse of time or
     both would become an Event of Default with respect to such Securities and
     any coupons appertaining thereto shall have occurred and be continuing on
     the date of such deposit or, insofar as Sections 501(6) and 501(7) are
     concerned, at any time during the period ending on the 91st day after the
     date of such deposit (it being understood that this condition shall not be
     deemed satisfied until the expiration of such period).

                                      -91-

<PAGE>

          (d) In the case of an election under Section 1402, the Company shall
     have delivered to the Trustee an Opinion of Counsel stating that (i) the
     Company has received from, or there has been published by, the Internal
     Revenue Service a ruling, or (ii) since the date of execution of this
     Indenture, there has been a change in the applicable Federal income tax
     law, in either case to the effect that, and based thereon such opinion
     shall confirm that, the Holders of such Outstanding Securities and any
     coupons appertaining thereto will not recognize income, gain or loss for
     Federal income tax purposes as a result of such defeasance and will be
     subject to Federal income tax on the same amounts, in the same manner and
     at the same times as would have been the case if such defeasance had not
     occurred.

          (e) In the case of an election under Section 1403, the Company shall
     have delivered to the Trustee an Opinion of Counsel to the effect that the
     Holders of such Outstanding Securities and any coupons appertaining thereto
     will not recognize income, gain or loss for Federal income tax purposes as
     a result of such covenant defeasance and will be subject to Federal income
     tax on the same amounts, in the same manner and at the same times as would
     have been the case if such covenant defeasance had not occurred.

          (f) The Company shall have delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel, each stating that all conditions
     precedent to the defeasance under Section 1402 or the covenant defeasance
     under Section 1403 (as the case may be) have been complied with and an
     Opinion of Counsel to the effect that either (i) as a result of a deposit
     pursuant to subsection (a) above and the related exercise of the Company's
     option under Section 1402 or Section 1403 (as the case may be),
     registration is not required under the Investment Company Act of 1940, as
     amended, by the Company, with respect to the trust funds representing such
     deposit or by the Trustee for such trust funds or (ii) all necessary
     registrations under said Act have been effected.

          (g) Notwithstanding any other provisions of this Section, such
     defeasance or covenant defeasance shall be effected in compliance with any
     additional or substitute terms, conditions or limitations which may be
     imposed on the Company in connection therewith pursuant to Section 301.

          SECTION 1405. Deposited Money and Government Obligations to Be Held in
Trust; Other Miscellaneous Provisions. Subject to the provisions of the last
paragraph of Section 1003, all money and Government Obligations (or other
property as may be provided pursuant to Section 301) (including the proceeds
thereof) deposited with the Trustee (or other qualifying trustee, collectively
for purposes of this Section 1405, the "Trustee") pursuant to Section 1404 in
respect of any Outstanding Securities

                                      -92-

<PAGE>

of any series and any coupons appertaining thereto shall be held in trust and
applied by the Trustee, in accordance with the provisions of such Securities and
any coupons appertaining thereto and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Holders of such Securities
and any coupons appertaining thereto of all sums due and to become due thereon
in respect of principal (and premium, if any) and interest and Additional
Amounts, if any, but such money need not be segregated from other funds except
to the extent required by law.

     Unless otherwise specified with respect to any Security pursuant to Section
301, if, after a deposit referred to in Section 1404(a) has been made, (a) the
Holder of a Security in respect of which such deposit was made is entitled to,
and does, elect pursuant to Section 312(b) or the terms of such Security to
receive payment in a currency or currency unit other than that in which the
deposit pursuant to Section 1404(a) has been made in respect of such Security,
or (b) a Conversion Event occurs as contemplated in Section 312(d) or 312(e) or
by the terms of any Security in respect of which the deposit pursuant to Section
1404(a) has been made, the indebtedness represented by such Security and any
coupons appertaining thereto shall be deemed to have been, and will be, fully
discharged and satisfied through the payment of the principal of (and premium,
if any), and interest, if any, on such Security as the same becomes due out of
the proceeds yielded by converting (from time to time as specified below in the
case of any such election) the amount or other property deposited in respect of
such Security into the currency or currency unit in which such Security becomes
payable as a result of such election or Conversion Event based on the applicable
Market Exchange Rate for such currency or currency unit in effect on the second
Business Day prior to each payment date, except, with respect to a Conversion
Event, for such currency or currency unit in effect (as nearly as feasible) at
the time of the Conversion Event.

     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the Government Obligations deposited
pursuant to Section 1404 or the principal and interest received in respect
thereof other than any such tax, fee or other charge which by law is for the
account of the Holders of such Outstanding Securities and any coupons
appertaining thereto.

     Anything in this Article to the contrary notwithstanding, the Trustee shall
deliver or pay to the Company from time to time upon Company Request any money
or Government Obligations (or other property and any proceeds therefrom) held by
it as provided in Section 1404 which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, are in excess of the amount thereof which
would then be

                                      -93-

<PAGE>

required to be deposited to effect a defeasance or covenant defeasance, as
applicable, in accordance with this Article.

                                 ARTICLE FIFTEEN

                        MEETINGS OF HOLDERS OF SECURITIES

     SECTION 1501. Purposes for Which Meetings May Be Called. A meeting of
Holders of Securities of any series may be called at any time and from time to
time pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be made, given or taken by Holders of Securities of such
series.

     SECTION 1502. Call, Notice and Place of Meetings. (a) The Trustee may at
any time call a meeting of Holders of Securities of any series for any purpose
specified in Section 1501, to be held at such time and at such place in the
Borough of Manhattan, The City of New York, or in London as the Trustee shall
determine. Notice of every meeting of Holders of Securities of any series,
setting forth the time and the place of such meeting and in general terms the
action proposed to be taken at such meeting, shall be given, in the manner
provided in Section 106, not less than 21 nor more than 180 days prior to the
date fixed for the meeting.

     (b) In case at any time the Company, pursuant to a Board Resolution, or the
Holders of at least 10% in principal amount of the Outstanding Securities of any
series shall have requested the Trustee to call a meeting of the Holders of
Securities of such series for any purpose specified in Section 1501, by written
request setting forth in reasonable detail the action proposed to be taken at
the meeting, and the Trustee shall not have made the first publication of the
notice of such meeting within 21 days after receipt of such request or shall not
thereafter proceed to cause the meeting to be held as provided herein, then the
Company or the Holders of Securities of such series in the amount above
specified, as the case may be, may determine the time and the place in the
Borough of Manhattan, The City of New York, or in London for such meeting and
may call such meeting for such purposes by giving notice thereof as provided in
subsection (a) of this Section.

     SECTION 1503. Persons Entitled to Vote at Meetings. To be entitled to vote
at any meeting of Holders of Securities of any series, a Person shall be (1) a
Holder of one or more Outstanding Securities of such series, or (2) a Person
appointed by an instrument in writing as proxy for a Holder or Holders of one or
more Outstanding Securities of such series by such Holder or Holders. The only
Persons who shall be entitled to be present or to speak at any meeting of
Holders of Securities of any series shall be the Persons entitled to vote at
such meeting and their

                                      -94-

<PAGE>

counsel, any representatives of the Trustee and its counsel and any
representatives of the Company and its counsel.

     SECTION 1504. Quorum; Action. The Persons entitled to vote a majority in
principal amount of the Outstanding Securities of a series shall constitute a
quorum for a meeting of Holders of Securities of such series; provided, however,
that if any action is to be taken at such meeting with respect to a consent or
waiver which this Indenture expressly provides may be given by the Holders of
not less than a specified percentage in principal amount of the Outstanding
Securities of a series, the Persons entitled to vote such specified percentage
in principal amount of the Outstanding Securities of such series shall
constitute a quorum. In the absence of a quorum within 30 minutes after the time
appointed for any such meeting, the meeting shall, if convened at the request of
Holders of Securities of such series, be dissolved. In any other case the
meeting may be adjourned for a period of not less than 10 days as determined by
the chairman of the meeting prior to the adjournment of such meeting. In the
absence of a quorum at any such adjourned meeting, such adjourned meeting may be
further adjourned for a period of not less than 10 days as determined by the
chairman of the meeting prior to the adjournment of such adjourned meeting.
Notice of the reconvening of any adjourned meeting shall be given as provided in
Section 1502(a), except that such notice need be given only once not less than
five days prior to the date on which the meeting is scheduled to be reconvened.
Notice of the reconvening of any adjourned meeting shall state expressly the
percentage, as provided above, of the principal amount of the Outstanding
Securities of such series which shall constitute a quorum.

     Except as limited by the proviso to Section 902, any resolution presented
to a meeting or adjourned meeting duly reconvened at which a quorum is present
as aforesaid may be adopted by the affirmative vote of the Holders of a majority
in principal amount of the Outstanding Securities of that series; provided,
however, that, except as limited by the proviso to Section 902, any resolution
with respect to any request, demand, authorization, direction, notice, consent,
waiver or other action which this Indenture expressly provides may be made,
given or taken by the Holders of a specified percentage, which is less than a
majority, in principal amount of the Outstanding Securities of a series may be
adopted at a meeting or an adjourned meeting duly reconvened and at which a
quorum is present as aforesaid by the affirmative vote of the Holders of such
specified percentage in principal amount of the Outstanding Securities of that
series.

     Any resolution passed or decision taken at any meeting of Holders of
Securities of any series duly held in accordance with this Section shall be
binding on all the Holders of Securities of such series and the related coupons,
whether or not present or represented at the meeting.

                                      -95-

<PAGE>

     Notwithstanding the foregoing provisions of this Section 1504, if any
action is to be taken at a meeting of Holders of Securities of any series with
respect to any request, demand, authorization, direction, notice, consent,
waiver or other action that this Indenture expressly provides may be made, given
or taken by the Holders of a specified percentage in principal amount of all
Outstanding Securities affected thereby, or of the Holders of such series and
one or more additional series:

          (i)  there shall be no minimum quorum requirement for such meeting;
     and

          (ii) the principal amount of the Outstanding Securities of such series
     that vote in favor of such request, demand, authorization, direction,
     notice, consent, waiver or other action shall be taken into account in
     determining whether such request, demand, authorization, direction, notice,
     consent, waiver or other action has been made, given or taken under this
     Indenture.

     SECTION 1505. Determination of Voting Rights; Conduct and Adjournment of
Meetings. (a) Notwithstanding any provisions of this Indenture, the Trustee may
make such reasonable regulations as it may deem advisable for any meeting of
Holders of Securities of a series in regard to proof of the holding of
Securities of such series and of the appointment of proxies and in regard to the
appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall deem appropriate.
Except as otherwise permitted or required by any such regulations, the holding
of Securities shall be proved in the manner specified in Section 104 and the
appointment of any proxy shall be proved in the manner specified in Section 104
or by having the signature of the Person executing the proxy witnessed or
guaranteed by any trust company, bank or banker authorized by Section 104 to
certify to the holding of Bearer Securities. Such regulations may provide that
written instruments appointing proxies, regular on their face, may be presumed
valid and genuine without the proof specified in Section 104 or other proof.

     (b) The Trustee shall, by an instrument in writing appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Holders of Securities as provided in Section 1502(b), in which
case the Company or the Holders of Securities of the series calling the meeting,
as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by
vote of the Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting.

                                      -96-

<PAGE>

     (c) At any meeting each Holder of a Security of such series or proxy shall
be entitled to one vote for each $1,000 principal amount of the Outstanding
Securities of such series held or represented by him; provided, however, that no
vote shall be cast or counted at any meeting in respect of any Security
challenged as not Outstanding and ruled by the chairman of the meeting to be not
Outstanding. The chairman of the meeting shall have no right to vote, except as
a Holder of a Security of such series or proxy.

     (d) Any meeting of Holders of Securities of any series duly called pursuant
to Section 1502 at which a quorum is present may be adjourned from time to time
by Persons entitled to vote a majority in principal amount of the Outstanding
Securities of such series represented at the meeting, and the meeting may be
held as so adjourned without further notice.

     SECTION 1506. Counting Votes and Recording Action of Meetings. The vote
upon any resolution submitted to any meeting of Holders of Securities of any
series shall be by written ballots on which shall be subscribed the signatures
of the Holders of Securities of such series or of their representatives by proxy
and the principal amounts and serial numbers of the Outstanding Securities of
such series held or represented by them. The permanent chairman of the meeting
shall appoint two inspectors of votes who shall count all votes cast at the
meeting for or against any resolution and who shall make and file with the
secretary of the meeting their verified written reports in duplicate of all
votes cast at the meeting. A record, at least in duplicate, of the proceedings
of each meeting of Holders of Securities of any Series shall be prepared by the
secretary of the meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat and
affidavits by one or more persons having knowledge of the fact, setting forth a
copy of the notice of the meeting and showing that said notice was given as
provided in Section 1502 and, if applicable, Section 1504. Each copy shall be
signed and verified by the affidavits of the permanent chairman and secretary of
the meeting and one such copy shall be delivered to the Company and another to
the Trustee to be preserved by the Trustee, the latter to have attached thereto
the ballots voted at the meeting. Any record so signed and verified shall be
conclusive evidence of the matters therein stated.

                                 ARTICLE SIXTEEN

                            CONVERSION OF SECURITIES

     SECTION 1601. Applicability of Article. Securities of any series which are
convertible into Common Stock at the option of the Holder of such Securities
shall be convertible in accordance with their terms and (unless otherwise
specified as contemplated by Section 301 for the Securities of any series) in
accordance with this Article. Each reference in this Article

                                      -97-

<PAGE>

Sixteen to "a Security" or "the Securities" refers to the Securities of the
particular series that is convertible into Common Stock. If more than one series
of Securities with conversion privileges are Outstanding at any time, the
provisions of this Article Sixteen shall be applied separately to each such
series.

     SECTION 1602. Right of Holders to Convert Securities into Common Stock.
Subject to and upon compliance with the terms of the Securities and the
provisions of Section 1108 and this Article Sixteen, at the option of the Holder
thereof, any Security of any series of any authorized denomination which is
convertible into Common Stock, or any portion of the principal amount thereof
which is $1,000 or any integral multiple of $1,000, may, at any time during the
period specified in the Securities of such series, or in case such Security or
portion thereof shall have been called for redemption, then in respect of such
Security or portion thereof until and including, but not after (unless the
Company shall default in payment due upon the redemption thereof) the close of
business on the Business Day prior to the Redemption Date (except that in the
case of repayment at the option of the Holder, if specified in the terms of the
relevant Security, such right shall terminate upon the Company's receipt of
written notice of the exercise of such option), be converted into duly
authorized, validly issued, fully paid and nonassessable shares of Common Stock,
as specified in such Security, at the conversion price or conversion rate for
each $1,000 principal amount of Securities (such initial conversion rate
reflecting an initial conversion price specified in such Security) in effect on
the conversion date, or, in case an adjustment in the conversion price has taken
place pursuant to the provisions of this Article Sixteen, then at the applicable
conversion price as so adjusted, upon surrender of the Security or Securities,
the principal amount of which is so to be converted, to the Company at any time
during usual business hours at the office or agency to be maintained by it in
accordance with the provisions of Section 1002, accompanied by a written notice
of election to convert as provided in Section 1603 and, if so required by the
Company and/or the Trustee, by a written instrument or instruments of transfer
in form satisfactory to the Company and/or the Trustee, as applicable, duly
executed by the Holder thereof or his attorney duly authorized in writing. All
Securities surrendered for conversion shall, if surrendered to the Company or
any conversion agent, be delivered to the Trustee for cancellation and cancelled
by it, or shall, if surrendered to the Trustee, be cancelled by it, as provided
in Section 310.

     The initial conversion price or conversion rate in respect of a series of
Securities shall be as specified in the Securities of such series. The
conversion price or conversion rate will be subject to adjustment on the terms
set forth in Section 1605 or such other or different terms, if any, as may be
specified by Section 301 for Securities of such series.

                                      -98-

<PAGE>

Provisions of this Indenture that apply to conversion of all of a Security also
apply to conversion of any portion of it.

     SECTION 1603. Issuance of Shares of Common Stock on Conversions. As
promptly as practicable after the surrender, as herein provided, of any Security
or Securities for conversion into Common Stock, the Company shall deliver or
cause to be delivered at its said office or agency to or upon the written order
of the Holder of the Security or Securities so surrendered a certificate or
certificates representing the number of duly authorized, validly issued, fully
paid and nonassessable shares of Common Stock into which such Security or
Securities may be converted in accordance with the terms thereof and the
provisions of this Article Sixteen. Prior to delivery of such certificate or
certificates, the Company shall require written notice at its said office or
agency from the Holder of the Security or Securities so surrendered stating that
the Holder irrevocably elects to convert such Security or Securities, or, if
less than the entire principal amount thereof is to be converted, stating the
portion thereof to be converted. Such notice shall also state the name or names
(with address and social security or other taxpayer identification number) in
which said certificate or certificates are to be issued. Such conversion shall
be deemed to have been made at the time that such Security or Securities shall
have been surrendered for conversion and such notice shall have been received by
the Company or the Trustee, the rights of the Holder of such Security or
Securities as a Holder shall cease at such time, the Person or Persons entitled
to receive the shares of Common Stock upon conversion of such Security or
Securities shall be treated for all purposes as having become either record
holder or holders of such shares of Common Stock at such time and such
conversion shall be at the conversion price in effect at such time. In the case
of any Security of any series which is converted in part only, upon such
conversion, the Company shall execute and, upon the Company's request and at the
Company's expense, the Trustee or an Authenticating Agent shall authenticate and
deliver to the Holder thereof, as requested by such Holder, a new Security or
Securities of such series of authorized denominations in aggregate principal
amount equal to the unconverted portion of such Security.

     If the last day on which such Security may be converted is not a Business
Day in a place where the conversion agent for that Security is located, such
Security may be surrendered to that conversion agent on the next succeeding day
that is a Business Day.

     The Company shall not be required to deliver certificates for shares of
Common Stock upon conversion while its stock transfer books are closed for a
meeting of shareholders or for the payment of dividends or for any other
purpose, but certificates for shares of Common Stock shall be delivered as soon
as the stock transfer books shall again be opened.

                                      -99-

<PAGE>

     SECTION 1604. No Payment or Adjustment for Interest or Dividends. Unless
otherwise specified as contemplated by Section 301 for Securities of such
series, Securities surrendered for conversion into Common Stock during the
period from the close of business on any Regular Record Date (or Special Record
Date) next preceding any Interest Payment Date to the opening of business on
such Interest Payment Date (except Securities called for redemption on a
Redemption Date within such period) when surrendered for conversion must be
accompanied by payment (by certified or official bank check to the order of the
Company payable in clearing house funds at the location where the Securities are
surrendered) of an amount equal to the interest thereon which the Holder is
entitled to receive on such Interest Payment Date. Payment of interest shall be
made, on such Interest Payment Date or such other payment date (as set forth in
Section 307), as the case may be, to the Holder of the Securities as of such
Regular Record Date or Special Record Date, as applicable. Except where
Securities surrendered for conversion must be accompanied by payment as
described above, no interest on converted Securities will be payable by the
Company on any Interest Payment Date subsequent to the date of conversion. No
other payment or adjustment for interest or dividends is to be made upon
conversion. Notwithstanding the foregoing, upon conversion of any Original Issue
Discount Security, the fixed number of shares of Common Stock into which such
Security is convertible delivered by the Company to the Holder thereof shall be
applied, first, to the portion attributable to the accrued original issue
discount relating to the period from the date of issuance to the date of
conversion of such Security, and, second, to the portion attributable to the
balance of the principal amount of such Security.

     SECTION 1605. Adjustment of Conversion Price. Unless otherwise specified as
contemplated by Section 301 for Securities of such series, the conversion price
for Securities convertible into Common Stock shall be adjusted from time to time
as follows:

     (a) In case the Company shall (x) pay a dividend or make a distribution on
   Common Stock in shares of Common Stock, (y) subdivide the outstanding Common
   Stock into a greater number of shares or (z) combine the outstanding Common
   Stock into a smaller number of shares, the conversion price for the
   Securities of such series shall be adjusted so that the Holder of any such
   Security thereafter surrendered for conversion shall be entitled to receive
   the number of shares of Common Stock which he would have owned or have been
   entitled to receive after the happening of any of the events described above
   had such Security been converted immediately prior to the record date in the
   case of a dividend or the effective date in the case of subdivision or
   combination. An adjustment made pursuant to this subsection(a) shall become
   effective immediately after the record date in the case of a dividend, except
   as provided in subsection

                                     -100-

<PAGE>

     (h) below, and shall become effective immediately after the effective date
     in the case of a subdivision or combination.

          (b) In case the Company shall issue rights or warrants to all holders
     of Common Stock entitling them (for a period expiring within 45 days after
     the record date mentioned below) to subscribe for or purchase shares of
     Common Stock at a price per share less than the current market price per
     share of Common Stock (as defined for purposes of this subsection (b) in
     subsection (e) below), at the record date for the determination of
     stockholders entitled to receive such rights or warrants, the conversion
     price in effect immediately prior thereto shall be adjusted so that the
     same shall equal the price determined by multiplying the conversion price
     in effect immediately prior to the date of issuance of such rights or
     warrants by a fraction, the numerator of which shall be the number of
     shares of Common Stock outstanding on the date of issuance of such rights
     or warrants plus the number of shares of Common Stock which the aggregate
     offering price of the total number of shares of Common Stock so offered
     would purchase at such current market price, and the denominator of which
     shall be the number of shares of Common Stock outstanding on the date of
     issuance of such rights or warrants plus the number of additional shares of
     Common Stock receivable upon exercise of such rights or warrants. Such
     adjustment shall be made successively whenever any such rights or warrants
     are issued, and shall become effective immediately, except as provided in
     subsection (h) below, after such record date. In determining whether any
     rights or warrants entitle the Holders of the Securities of such series to
     subscribe for or purchase shares of Common Stock at less than such current
     market price, and in determining the aggregate offering price of such
     shares of Common Stock, there shall be taken into account any consideration
     received by the Company for such rights or warrants plus the exercise price
     thereof, the value of such consideration or exercise price, as the case may
     be, if other than cash, to be determined by the Board of Directors.

          (c) In case the Company shall distribute to all holders of Common
     Stock any shares of Capital Stock of the Company (other than Common Stock)
     or evidences of its indebtedness or assets (excluding cash dividends or
     distributions paid from retained earnings of the Company) or rights or
     warrants to subscribe for or purchase any of its securities (excluding
     those rights or warrants referred to in subsection (b) above) (any of the
     foregoing being herein in this subsection (c) called the "Special
     Securities"), then, in each such case, unless the Company elects to reserve
     such Special Securities for distribution to the Holders of Securities of
     such series upon the conversion so that any such Holder converting such
     Securities will receive upon such conversion, in addition to the shares of
     Common

                                     -101-

<PAGE>

     Stock to which such Holder is entitled, the amount and kind of Special
     Securities which such Holder would have received if such Holder had,
     immediately prior to the record date for the distribution of the Special
     Securities, converted Securities into Common Stock, the conversion price
     shall be adjusted so that the same shall equal the price determined by
     multiplying the conversion price in effect immediately prior to the date of
     such distribution by a fraction the numerator of which shall be the current
     market price per share (as defined for purposes of this subsection (c) in
     subsection (e) below) of Common Stock on the record date mentioned above
     less the then fair market value (as determined by the Board of Directors,
     whose determination shall, if made in good faith, be conclusive) of the
     portion of the Special Securities so distributed applicable to one share of
     Common Stock, and the denominator of which shall be the current market
     price per share (as defined in subsection (e) below) of Common Stock;
     provided, however, that in the event the then fair market value (as so
     determined) of the portion of the Special Securities so distributed
     applicable to one share of Common Stock is equal to or greater than the
     current market price per share (as defined in subsection (e) below) of
     Common Stock on the record date mentioned above, in lieu of the foregoing
     adjustment, adequate provision shall be made so that each Holder of
     Securities of such series shall have the right to receive the amount and
     kind of Special Securities such holder would have received had he converted
     such Securities immediately prior to the record date for the distribution
     of the Special Securities. Such adjustment shall become effective
     immediately, except as provided in subsection (h) below, after the record
     date for the determination of stockholders entitled to receive such
     distribution.

          (d) If, pursuant to subsection (b) or (c) above, the number of shares
     of Common Stock shall have been adjusted because the Company has declared a
     dividend, or made a distribution, on the outstanding shares of Common Stock
     in the form of any right or warrant to purchase securities of the Company,
     or the Company has issued any such right or warrant, then, upon the
     expiration of any such unexercised right or unexercised warrant, the
     conversion price shall forthwith be adjusted to equal the conversion price
     that would have applied had such right or warrant never been declared,
     distributed or issued.

          (e) For the purpose of any computation under subsection (b) above, the
     current market price per share of Common Stock on any date shall be deemed
     to be the average of the reported last sales prices for the thirty
     consecutive Trading Days (as defined below) commencing forty-five Trading
     Days before the date in question. For the purpose of any computation under
     subsection (c) above, the current market price per share of Common Stock on
     any date shall be

                                     -102-

<PAGE>

     deemed to be the average of the reported last sales prices for the ten
     consecutive Trading Days before the date in question. The reported last
     sales price for each day (whether for purposes of subsection (b) or
     subsection (c)) shall be the reported last sales price, regular way, or, in
     case no sale takes place on such day, the average of the reported closing
     bid and asked prices, regular way, in either case as reported on the New
     York Stock Exchange Composite Tape or, if the Common Stock is not listed or
     admitted to trading on the New York Stock Exchange, on the principal
     national securities exchange on which the Common Stock is listed or
     admitted to trading or, if not listed or admitted to trading on any
     national securities exchange, on the National Market System of the National
     Association of Securities Dealers, Inc. Automated Quotations System
     ("NASDAQ") or, if the Common Stock is not quoted on such National Market
     System, the average of the closing bid and asked prices on such day in the
     over-the-counter market as reported by NASDAQ or, if bid and asked prices
     for the Common Stock on each such day shall not have been reported through
     NASDAQ, the average of the bid and asked prices for such day as furnished
     by any New York Stock Exchange member firm regularly making a market in the
     Common Stock selected for such purpose by the Board of Directors or a
     committee thereof or, if no such quotations are available, the fair market
     value of the Common Stock as determined by a New York Stock Exchange Member
     firm regularly making a market in the Common Stock selected for such
     purpose by the Board of Directors or a committee thereof or, if no such
     quotations are available, the fair market value of the Common Stock as
     determined by a New York Stock Exchange member firm regularly making a
     market in the Common Stock selected for such purpose by the Board of
     Directors or a committee thereof. As used herein, the term "Trading Day"
     with respect to the Common Stock means (x) if the Common Stock is listed or
     admitted for trading on the New York Stock Exchange or another national
     securities exchange, a day on which the New York Stock Exchange or such
     other national securities exchange is open for business or (y) if the
     Common Stock is quoted on the National Market System of the NASDAQ, a day
     on which trades may be made on such National Market System or (z)
     otherwise, any day other than a Saturday or Sunday or a day on which
     banking institutions in the State of New York are authorized or obligated
     by law or executive order to close.

          (f) No adjustment in the conversion price shall be required unless
     such adjustment would require an increase or decrease of at least 1% in
     such price; provided, however, that any adjustments which by reason of this
     subsection (f) are not required to be made shall be carried forward and
     taken into account in any subsequent adjustment; and, provided, further,
     that adjustment shall be required and made in accordance with the
     provisions of this Article

                                     -103-

<PAGE>

     Sixteen (other than this subsection (f)) not later than such time as may be
     required in order to preserve the tax free nature of a distribution to the
     holders of Common Stock. All calculations under this Article Sixteen shall
     be made to the nearest cent or to the nearest 1/100 of a share, as the case
     may be, with one-half cent and 1/200 of a share, respectively, being
     rounded upward. Anything in this Section 1605 to the contrary
     notwithstanding, the Company shall be entitled to make such reductions in
     the conversion price, in addition to those required by this Section 1605,
     as it in its discretion shall determine to be advisable in order that any
     stock dividend, subdivision of shares, distribution of rights or warrants
     to purchase stock or securities, or distribution of other assets (other
     than cash dividends) hereafter made by the Company to its stockholders
     shall not be taxable.

          (g) Whenever the conversion price is adjusted, as herein provided, the
     Company shall promptly file with the Trustee, at the corporate trust office
     of the Trustee, and with the office or agency maintained by the Company for
     the conversion of Securities of such series pursuant to Section 1002, an
     Officers' Certificate, setting forth the conversion price after such
     adjustment and setting forth a brief statement of the facts requiring such
     adjustment, which certificate shall be conclusive evidence of the
     correctness of such adjustment. Neither the Trustee nor any conversion
     agent shall be under any duty or responsibility with respect to any such
     certificate or any facts or computations set forth therein, except to
     exhibit said certificate from time to time to any Holder of a Security of
     such series desiring to inspect the same. The Company shall promptly cause
     a notice setting forth the adjusted conversion price to be mailed to the
     Holders of Securities of such series, as their names and addresses appear
     upon the Security Register of the Company.

          (h) In any case in which this Section 1605 provides that an adjustment
     shall become effective immediately after a record date for an event, the
     Company may defer until the occurrence of such event (y) issuing to the
     Holder of any Security of such series converted after such record date and
     before the occurrence of such event the additional shares of the Common
     Stock issuable upon such conversion by reason of the adjustment required by
     such event over and above the Common Stock issuable upon such conversion
     before giving effect to such adjustment and (z) paying to such holder any
     amount in cash in lieu of any fractional share of Common Stock pursuant to
     Section 1606 hereof.

          SECTION 1606. No Fractional Shares to be Issued. No fractional shares
of Common Stock shall be issued upon any conversion of Securities. If more than
one Security of any series shall be surrendered for conversion at one time by
the

                                     -104-

<PAGE>

same Holder, the number of full shares which shall be issuable upon conversion
thereof shall be computed on the basis of the aggregate principal amount of the
Securities of such series (or specified portions thereof to the extent permitted
hereby) so surrendered. Instead of a fraction of a share of Common Stock which
would otherwise be issuable upon conversion of any Security or Securities (or
specified portions thereof), the Company shall pay a cash adjustment (computed
to the nearest cent, with one-half cent being rounded upward) in respect of such
fraction of a share in an amount equal to the same fractional interest of the
reported last sales price (as defined in Section 1605(e)) of the Common Stock on
the Trading Day (as defined in Section 1605(e)) next preceding the day of
conversion.

          SECTION 1607. Preservation of Conversion Rights upon Consolidation,
Merger, Sale or Conveyance. In case of any consolidation of the Company with, or
merger of the Company into, any other corporation (other than a consolidation or
merger in which the Company is the continuing corporation), or in the case of
any sale or transfer of all or substantially all of the assets of the Company,
the corporation formed by such consolidation or the corporation into which the
Company shall have been merged or the corporation which shall have acquired such
assets, as the case may be, shall execute and deliver to the Trustee, a
supplemental indenture, in accordance with the provisions of Articles Eight and
Nine as they relate to supplemental indentures, providing that the Holder of
each Security then Outstanding of a series which was convertible into Common
Stock shall have the right thereafter to convert such Security into the kind and
amount of shares of stock and other securities and property, including cash,
receivable upon such consolidation, merger, sale or transfer by a holder of the
number of shares of Common Stock of the Company into which such Securities might
have been converted immediately prior to such consolidation, merger, sale or
transfer. Such supplemental indenture shall conform to the provisions of the
Trust Indenture Act as then in effect and shall provide for adjustments which
shall be as nearly equivalent as may be practicable to the adjustments provided
for in this Article Sixteen. Neither the Trustee nor any conversion agent shall
have any liability or responsibility for determining the correctness of any
provision contained in any such supplemental indenture relating either to the
kind or amount of shares of stock or other securities or property receivable by
Holders of the Securities upon the conversion of their Securities after any such
consolidation, merger, sale or transfer, or to any adjustment to be made with
respect thereto and, subject to the provisions of Section 313 of the Trust
Indenture Act, may accept as conclusive evidence of the correctness of any such
provisions, and shall be protected in relying upon, an Officers' Certificate
with respect thereto and an Opinion of Counsel with respect to legal matters
related thereto. If in the case of any such consolidation, merger, sale or
transfer, the stock or other securities and property receivable by a Holder of
the Securities includes stock or other securities and property of a corporation

                                     -105-

<PAGE>

other than the successor or purchasing corporation, then such supplemental
indenture shall also be executed by such other corporation and shall contain
such additional provisions to protect the interests of the Holders of the
Securities as the Board of Directors shall reasonably consider necessary. The
above provisions of this Section 1607 shall similarly apply to successive
consolidations, mergers, sales or transfers.

          SECTION 1608. Notice to Holders of the Securities of a Series Prior to
Taking Certain Types of Action. With respect to the Securities of any series, in
case:

          (a) the Company shall authorize the issuance to all holders of Common
     Stock of rights or warrants to subscribe for or purchase shares of its
     Capital Stock or of any other right;

          (b) the Company shall authorize the distribution to all holders of
     Common Stock of evidences of indebtedness or assets (except for cash
     dividends or distributions paid from retained earnings of the Company);

          (c) of any subdivision or combination of Common Stock or of any
     consolidation or merger to which the Company is a party and for which
     approval by the shareholders of the Company is required, or of the sale or
     transfer of all or substantially all of the assets of the Company; or

          (d) of the voluntary or involuntary dissolution, liquidation or
     winding up of the Company;

then the Company shall cause to be filed with the Trustee and at the office or
agency maintained for the purpose of conversion of Securities of such series
pursuant to Section 1002, and shall cause to be mailed to the Holders of
Securities of such series, at their last addresses as they shall appear on the
Security Register of the Company, at least ten days prior to the applicable
record date hereinafter specified, a notice stating (i) the date as of which the
holders of Common Stock to be entitled to receive any such rights, warrants or
distribution are to be determined, or (ii) the date on which any such
subdivision, combination, consolidation, merger, sale, transfer, dissolution,
liquidation, winding up or other action is expected to become effective, and the
date as of which it is expected that holders of record of Common Stock shall be
entitled to exchange their Common Stock for securities or other property, if
any, deliverable upon such subdivision, combination, consolidation, merger,
sale, transfer, dissolution, liquidation, winding up or other action. The
failure to give the notice required by this Section 1608 or any defect therein
shall not affect the legality or validity of any distribution, right, warrant,
subdivision, combination, consolidation, merger, sale, transfer, dissolution,
liquidation, winding up or other action, or the vote upon any of the foregoing.
Such notice shall also be published by and at

                                     -106-

<PAGE>

the expense of the Company not later than the aforesaid filing date at least
once in an Authorized Newspaper.

          SECTION 1609. Covenants to Reserve Shares for Issuance on Conversion
of Securities. The Company covenants that at all times it will reserve and keep
available out of each class of its authorized Common Stock, free from preemptive
rights, solely for the purpose of issue upon conversion of Securities of any
series as herein provided, such number of shares of Common Stock as shall then
be issuable upon the conversion of all Outstanding Securities of such series.
The Company covenants that all shares of Common Stock which shall be so issuable
shall, when issued or delivered, be duly and validly issued shares of Common
Stock into which Securities of such series are convertible, and shall be fully
paid and nonassessable, free of all liens and charges and not subject to
preemptive rights and that, upon conversion, the appropriate capital stock
accounts of the Company will be duly credited.

          SECTION 1610. Compliance with Governmental Requirements. The Company
covenants that if any shares of Common Stock required to be reserved for
purposes of conversion of Securities hereunder require registration or listing
with or approval of any governmental authority under any Federal or State law,
pursuant to the Securities Act of 1933, as amended, or the Securities Exchange
Act of 1934, as amended, or any national or regional securities exchange on
which Common Stock is listed at the time of delivery of any shares of Common
Stock, before such shares may be issued upon conversion, the Company will use
its best efforts to cause such shares to be duly registered, listed or approved,
as the case may be.

          SECTION 1611. Payment of Taxes upon Certificates for Shares Issued
upon Conversion. The issuance of certificates for shares of Common Stock upon
the conversion of Securities shall be made without charge to the converting
Holders for any tax (including, without limitation, all documentary and stamp
taxes) in respect of the issuance and delivery of such certificates, and such
certificates shall be issued in the respective names of, or in such names as may
be directed by, the holders of the Securities converted; provided, however, that
the Company shall not be required to pay any tax which may be payable in respect
of any transfer involved in the issuance and delivery of any such certificate in
a name other than that of the Holder of the Security converted, and the Company
shall not be required to issue or deliver such certificate unless or until the
Person or Persons requesting the issuance thereof shall have paid to the Company
the amount of such tax or shall have established to the satisfaction of the
Company that such tax has been paid.

          SECTION 1612. Trustee's Duties with Respect to Conversion Provisions.
The Trustee and any conversion agent shall have no duty, responsibility or
liability to any Holder to determine whether any facts exist which may require
any

                                     -107-

<PAGE>

adjustment of the conversion rate, or with respect to the nature or extent of
any such adjustment when made, or with respect to the method employed, or herein
or in any supplemental indenture provided to be employed, in making the same.
Neither the Trustee nor any conversion agent shall be accountable with respect
to the registration under securities laws, listing, validity or value (or the
kind or amount) of any shares of Common Stock, or of any other securities or
property, which may at any time be issued or delivered upon the conversion of
any Security, and neither the Trustee nor any conversion agent makes any
representation with respect thereto. Neither the Trustee nor any conversion
agent shall be responsible for any failure of the Company to make any cash
payment or to issue, transfer or deliver any shares of stock or stock
certificates or other securities or property upon the surrender of any Security
for the purpose of conversion; and the Trustee and any conversion agent, subject
to the provisions of Section 313 of the Trust Indenture Act, shall not be
responsible for any failure of the Company to comply with any of the covenants
of the Company contained in this Article Sixteen.

          SECTION 1613. Conversion of Securities Into Preferred Stock.
Notwithstanding anything to the contrary in this Article Sixteen, the Company
may issue Securities that are convertible into shares of Preferred Stock,
including Preferred Stock convertible into Common Stock, in which case all terms
and conditions relating to the conversion of Securities into Preferred Stock,
including any terms similar to those provided in Sections 1601 through 1612
shall be as provided in or pursuant to an appropriate Board Resolution or in any
indenture supplemental hereto or as otherwise contemplated by Section 301.

                                    * * * * *

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

                                     -108-

<PAGE>

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

                                            LEVEL 3 COMMUNICATIONS, INC.



                                            By /s/ Neil J. Eckstein
                                              ------------------------------
                                              Title: Senior Vice President


                                            THE BANK OF NEW YORK,
                                              as Trustee


                                            By /s/ Van K. Brown
                                              ------------------------------
                                              Title: Vice President

                                     -109-

<PAGE>

                                    EXHIBIT A

                             FORMS OF CERTIFICATION

                                   EXHIBIT A-1

               FORM OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED
                TO RECEIVE BEARER SECURITY OR TO OBTAIN INTEREST
                       PAYABLE PRIOR TO THE EXCHANGE DATE

                                   CERTIFICATE

[Insert title or sufficient description of Securities to be delivered]

          This is to certify that, as of the date hereof, and except as set
forth below, the above-captioned Securities held by you for our account (i) are
owned by person(s) that are not citizens or residents of the United States,
domestic partnerships, domestic corporations or any estate or trust the income
of which is subject to United States federal income taxation regardless of its
source ("United States person(s)"), (ii) are owned by United States person(s)
that are (a) foreign branches of United States financial institutions (financial
institutions, as defined in United States Treasury Regulations Section
2.165-12(c)(1)(v) are herein referred to as "financial institutions") purchasing
for their own account or for resale, or (b) United States person(s) who acquired
the Securities through foreign branches of United States financial institutions
and who hold the Securities through such United States financial institutions on
the date hereof (and in either case (a) or (b), each such United States
financial institution hereby agrees, on its own behalf or through its agent,
that you may advise Level 3 Communications, Inc. or its agent that such
financial institution will comply with the requirements of Section 165(j)(3)(A),
(B) or (C) of the United States Internal Revenue Code of 1986, as amended, and
the regulations thereunder), or (iii) are owned by United States or foreign
financial institution(s) for purposes of resale during the restricted period (as
defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)),
and, in addition, if the owner is a United States or foreign financial
institution described in clause (iii) above (whether or not also described in
clause (i) or (ii)), this is to further certify that such financial institution
has not acquired the Securities for purposes of resale directly or indirectly to
a United States person or to a person within the United States or its
possessions.

          As used herein, "United States" means the United States of America
(including the States and the District of Columbia); and its "possessions"
include Puerto Rico, the U.S. Virgin

<PAGE>

Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.

          We undertake to advise you promptly by tested telex on or prior to the
date on which you intend to submit your certification relating to the
above-captioned Securities held by you for our account in accordance with your
Operating Procedures if any applicable statement herein is not correct on such
date, and in the absence of any such notification it may be assumed that this
certification applies as of such date.

          This certificate excepts and does not relate to [U.S.$]
__________________ of such interest in the above-captioned Securities in respect
of which we are not able to certify and as to which we understand an exchange
for an interest in a Permanent Global Security or an exchange for and delivery
of definitive Securities (or, if relevant, collection of any interest) cannot be
made until we do so certify.

          We understand that this certificate may be required in connection with
certain tax legislation in the United States. If administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.

Dated: ________________, ____
[To be dated no earlier than the 15th day prior
to (i) the Exchange Date or (ii) the relevant
Interest Payment Date occurring prior to the
Exchange Date, as applicable]

                                                     [Name of Person Making
                                                     Certification]


                                                     ___________________________
                                                     (Authorized Signator)
                                                     Name:
                                                     Title:

                                      A-2

<PAGE>

                                   EXHIBIT A-2

                  FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR
         AND CLEARSTREAM BANKING, SOCIETE ANONYME IN CONNECTION WITH THE
                                  EXCHANGE OF
                 A PORTION OF A TEMPORARY GLOBAL SECURITY OR TO
               OBTAIN INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE

                                   CERTIFICATE

[Insert title or sufficient description of Securities to be delivered]

          This is to certify that, based solely on written certifications that
we have received in writing, by tested telex or by electronic transmission from
each of the persons appearing in our records as persons entitled to a portion of
the principal amount set forth below (our "Member Organizations") substantially
in the form attached hereto, as of the date hereof, [U.S.$] ___________________
principal amount of the above-captioned Securities (i) is owned by person(s)
that are not citizens or residents of the United States, domestic partnerships,
domestic corporations or any estate or trust the income of which is subject to
United States Federal income taxation regardless of its source ("United States
person(s)"), (ii) is owned by United States person(s) that are (a) foreign
branches of United States financial institutions (financial institutions, as
defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v) are herein
referred to as "financial institutions") purchasing for their own account or for
resale, or (b) United States person(s) who acquired the Securities through
foreign branches of United States financial institutions and who hold the
Securities through such United States financial institutions on the date hereof
(and in either case (a) or (b), each such financial institution has agreed, on
its own behalf or through its agent, that we may advise Level 3 Communications,
Inc. or its agent that such financial institution will comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of
1986, as amended, and the regulations thereunder), or (iii) is owned by United
States or foreign financial institution(s) for purposes of resale during the
restricted period (as defined in United States Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7)), and, to the further effect, that financial institutions
described in clause (iii) above (whether or not also described in clause (i) or
(ii) have certified that they have not acquired the Securities for purposes of
resale directly or indirectly to a United States person or to a person within
the United States or its possessions.

          As used herein, "United States" means the United States of America
(including the States and the District of Columbia); and its "possessions"
include Puerto Rico, the U.S. Virgin

                                      A-3

<PAGE>

Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.

          We further certify that (i) we are not making available herewith for
exchange (or, if relevant, collection of any interest) any portion of the
temporary global Security representing the above-captioned Securities excepted
in the above-referenced certificates of Member Organizations and (ii) as of the
date hereof we have not received any notification from any of our Member
Organizations to the effect that the statements made by such Member
Organizations with respect to any portion of the part submitted herewith for
exchange (or, if relevant, collection of any interest) are no longer true and
cannot be relied upon as of the date hereof.

          We understand that this certification is required in connection with
certain tax legislation in the United States. If administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.

Dated: ________________, ____
[To be dated no earlier than the Exchange Date
or the relevant Interest Payment Date occurring
prior to the Exchange Date, as applicable]


                             [Morgan Guaranty Trust
                               Company of New York,
                                Brussels Office,] as
                             Operator of the
                                Euroclear System
                             [Clearstream Banking, societe
                          anonyme]


                                            By_______________________________

                                      A-4