<PAGE>

                                                                     EXHIBIT 4.3

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

                                     FORM OF
                                SENIOR INDENTURE

                                     Between

                              TRANSMETA CORPORATION

                                       and

                         U.S. BANK NATIONAL ASSOCIATION,
                                   AS TRUSTEE

                          Dated as of ___________, 2003

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

<PAGE>

                  TABLE SHOWING REFLECTION IN THIS INDENTURE OF
             CERTAIN PROVISIONS OF THE TRUST INDENTURE ACT OF 1939*

<TABLE>
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Section of                                                                                     Section
 Indenture                                                                                      of Act
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<S>                                                                                          <C>
 310(a)(1)            ................................................................       7.09
 310(a)(2)            ................................................................       7.09
 310(a)(3)            ................................................................       Inapplicable
 310(a)(4)            ................................................................       Inapplicable
 310(a)(5)            ................................................................       7.09
 310(b)               ................................................................       7.08, 7.10
 310(c)               ................................................................       Inapplicable
 311(a)               ................................................................       7.13(a), 7.13(c)
 311(b)               ................................................................       7.13(b), 7.13(c)
 311(c)               ................................................................       Inapplicable
 312(a)               ................................................................       5.01, 5.02(a)
 312(b)               ................................................................       5.02(b)
 312(c)               ................................................................       5.02(c)
 313(a)               ................................................................       5.04(a)
 313(b)(1)            ................................................................       Inapplicable
 313(b)(2)            ................................................................       5.04(b)
 313(c)               ................................................................       5.04(c)
 313(d)               ................................................................       5.04(d)
 314(a)(1)            ................................................................       5.03(a)
 314(a)(2)            ................................................................       5.03(b)
 314(a)(3)            ................................................................       5.03(c)
 314(a)(4)            ................................................................       5.03(d)
 314(b)               ................................................................       Inapplicable
 314(c)               ................................................................       13.03
 314(d)               ................................................................       Inapplicable
 314(e)               ................................................................       13.03
 314(f)               ................................................................       Omitted
 315(a)               ................................................................       7.01
 315(b)               ................................................................       6.10
 315(c)               ................................................................       7.01
 315(d)               ................................................................       7.01
 315(e)               ................................................................       6.11
 316(a)(1)            ................................................................       6.09
 316(a)(2)            ................................................................       Omitted
 316(b)               ................................................................       6.06
 316(c)               ................................................................       6.09
 317(a)               ................................................................       6.02, 6.03
 317(b)               ................................................................       4.06
 318(a)               ................................................................       13.05
</TABLE>

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*        This Table is not part of the Indenture.

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                                TABLE OF CONTENTS

<TABLE>
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                                                                                                                 PAGE
<S>                                                                                                              <C>
ARTICLE ONE  DEFINITIONS........................................................................................   1

         SECTION 1.01.  Certain Terms Defined...................................................................   1

                  "Affiliate"...................................................................................   2

                  "Agent" ......................................................................................   2

                  "Authenticating Agent"........................................................................   2

                  "Authorized Newspaper"........................................................................   2

                  "Board of Directors"..........................................................................   2

                  "Board Resolution"............................................................................   2

                  "Business Day"................................................................................   2

                  "Commission"..................................................................................   2

                  "Company".....................................................................................   3

                  "Company Order"...............................................................................   3

                  "covenant defeasance".........................................................................   3

                  "Coupon" .....................................................................................   3

                  "Defaulted Interest"..........................................................................   3

                  "Depository"..................................................................................   3

                  "ECU"    .....................................................................................   3

                  "Euro" or "euro"..............................................................................   3

                  "Event of Default"............................................................................   3

                  "Exchange Act"................................................................................   3

                  "Foreign Currency"............................................................................   3

                  "Holder," "Holder of Securities," "Securityholder"............................................   3

                  "Interest Payment Date".......................................................................   3

                  "IRS"    .....................................................................................   4

                  "Judgment Currency"...........................................................................   4

                  "Officer's Certificate".......................................................................   4

                  "Opinion of Counsel"..........................................................................   4

                  "Original Issue Date".........................................................................   4

                  "Original Issue Discount Security"............................................................   4

                  "Outstanding".................................................................................   4
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                                TABLE OF CONTENTS
                                   (CONTINUED)

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                                                                                                                 PAGE
<S>                                                                                                              <C>

                  "Paying Agent"................................................................................   5

                  "Periodic Offering"...........................................................................   5

                  "Person ......................................................................................   5

                  "Predecessor Security"........................................................................   5

                  "principal"...................................................................................   5

                  "Principal Office of the Trustee".............................................................   5

                  "Record Date".................................................................................   5

                  "Register"....................................................................................   5

                  "Registered Global Security"..................................................................   5

                  "Registered Security".........................................................................   6

                  "Required Currency"...........................................................................   6

                  "Responsible Officer".........................................................................   6

                  "Special Record Date".........................................................................   6

                  "Stated Maturity".............................................................................   6

                  "Indenture"...................................................................................   6

                  "Security" or "Securities"....................................................................   6

                  "Supplemental Indenture"......................................................................   6

                  "Trustee".....................................................................................   6

                  "Trust Indenture Act".........................................................................   6

                  "United States Dollars".......................................................................   6

                  "Unregistered Security".......................................................................   6

                  "U.S. Government Obligations".................................................................   7

                  "Yield to Maturity"...........................................................................   7

ARTICLE TWO  ISSUE, DESCRIPTION, EXECUTION, REGISTRATION, TRANSFER AND EXCHANGE OF SECURITIES...................   7

         SECTION 2.01.  Form of Securities and Trustee's Certificate of Authentication..........................   7

         SECTION 2.02.  Form of Trustee's Certificate of Authentication.........................................   7

         SECTION 2.03.  Amount Unlimited, Issuable in Series....................................................   7

         SECTION 2.04.  Authentication and Delivery of Indentures...............................................  10

         SECTION 2.05.  Execution of Securities.................................................................  12
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                                TABLE OF CONTENTS
                                   (CONTINUED)

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<S>                                                                                                              <C>
         SECTION 2.06.  Certificate of Authentication...........................................................  13

         SECTION 2.07.  Denominations; Payment of Interest on Securities........................................  13

         SECTION 2.08.  Registration, Transfer and Exchange of Securities.......................................  14

         SECTION 2.09.  Mutilated, Defaced, Destroyed, Lost and Stolen Securities...............................  16

         SECTION 2.10.  Cancellation and Destruction of Surrendered Securities..................................  17

         SECTION 2.11.  Temporary Securities....................................................................  18

         SECTION 2.12.  Securities in Global Form; Depositories.................................................  18

         SECTION 2.13.  CUSIP Numbers...........................................................................  21

         SECTION 2.14.  Series May Include Tranches.............................................................  21

ARTICLE THREE  REDEMPTION OF SECURITIES AND SINKING FUNDS.......................................................  21

         SECTION 3.01.  Applicability of Article................................................................  21

         SECTION 3.02.  Notice of Redemption; Partial Redemptions...............................................  21

         SECTION 3.03.  Payment of Securities Called for Redemption.............................................  23

         SECTION 3.04.  Exclusion of Certain Securities From Eligibility for Selection for Redemption...........  23

         SECTION 3.05.  Mandatory and Optional Sinking Funds....................................................  24

ARTICLE FOUR  PARTICULAR COVENANTS OF THE COMPANY...............................................................  26

         SECTION 4.01.  Payment of Principal of and Interest on Securities......................................  26

         SECTION 4.02.  Corporate Existence of the Company; Consolidation, Merger, Sale or Transfer.............  26

         SECTION 4.03.  Maintenance of Offices or Agencies for Transfer, Registration, Exchange and
                  Payment of Securities.........................................................................  26

         SECTION 4.04.  Appointment to Fill a Vacancy in the Office of Trustee..................................  27

         SECTION 4.05.  Duties of Paying Agent..................................................................  28

         SECTION 4.06.  Notice of Default.......................................................................  28

         SECTION 4.07.  Maintenance of Properties...............................................................  29

         SECTION 4.08.  Payment of Taxes and Other Claims.......................................................  29

         SECTION 4.09.  Luxembourg Publications.................................................................  29

ARTICLE FIVE  SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE.................................  29

         SECTION 5.01.  Company to Furnish Trustee Information as to the Names and Addresses of
                  Securityholders...............................................................................  29
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                                   (CONTINUED)

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<S>                                                                                                              <C>
         SECTION 5.02.  Preservation of Information; Communication to Securityholders...........................  30

         SECTION 5.03.  Reports by Company......................................................................  31

         SECTION 5.04.  Reports by Trustee......................................................................  31

ARTICLE SIX  REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT....................................  33

         SECTION 6.01.  Events of Default; Acceleration, Waiver of Default and Restoration of Position
                  and Rights....................................................................................  33

         SECTION 6.02.  Covenant of Company to Pay to Trustee Whole Amount Due on Securities on Default
                  in Payment of Interest or Principal...........................................................  36

         SECTION 6.03.  Trustee May File Proofs of Claim........................................................  37

         SECTION 6.04.  Trustee May Enforce Claims Without Possession of Securities.............................  37

         SECTION 6.05.  Application of Moneys Collected by Trustee..............................................  38

         SECTION 6.06.  Limitation on Suits by Holders of Securities............................................  38

         SECTION 6.07.  Rights and Remedies Cumulative..........................................................  39

         SECTION 6.08.  Delay or Omission Not Waiver............................................................  39

         SECTION 6.09.  Control by Holders; Waiver of Past Defaults.............................................  40

         SECTION 6.10.  Trustee to Give Notice of Defaults Known to it, but May Withhold in Certain
                  Circumstances.................................................................................  40

         SECTION 6.11.  Requirement of an Undertaking to Pay Costs in Certain Suits Under the Indenture
                  or Against the Trustee........................................................................  41

         SECTION 6.12.  Waiver of Stay or Extension Laws........................................................  41

ARTICLE SEVEN  CONCERNING THE TRUSTEE...........................................................................  41

         SECTION 7.01.  Certain Duties and Responsibilities of Trustee..........................................  41

         SECTION 7.02.  Certain Rights of Trustee...............................................................  42

         SECTION 7.03.  Trustee Not Responsible for Recitals or Application of Proceeds.........................  43

         SECTION 7.04.  Trustee May Own Securities or Coupons...................................................  43

         SECTION 7.05.  Moneys Received by Trustee to be Held in Trust..........................................  43

         SECTION 7.06.  Trustee Entitled to Compensation, Reimbursement and Indemnity...........................  44

         SECTION 7.07.  Right of Trustee to Rely on Officer's Certificate Where No Other Evidence
                  Specifically Prescribed.......................................................................  44

         SECTION 7.08.  Disqualification; Conflicting Interest..................................................  44
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                                TABLE OF CONTENTS
                                   (CONTINUED)

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<S>                                                                                                              <C>
         SECTION 7.09.  Requirements for Eligibility of Trustee.................................................  50

         SECTION 7.10.  Resignation and Removal of Trustee; Appointment of Successor............................  50

         SECTION 7.11.  Acceptance of Appointment by Successor Trustee..........................................  51

         SECTION 7.12.  Successor to Trustee by Merger, Consolidation or Succession to Business.................  52

         SECTION 7.13.  Preferential Collection of Claims Against Company.......................................  52

         SECTION 7.14.  Appointment of Authenticating Agent.....................................................  56

ARTICLE EIGHT  CONCERNING THE SECURITYHOLDERS...................................................................  58

         SECTION 8.01.  Evidence of Action by Securityholders...................................................  58

         SECTION 8.02.  Proof of Execution of Instruments and of Holding of Securities..........................  58

         SECTION 8.03.  Who May be Deemed Owners of Securities..................................................  58

         SECTION 8.04.  Securities Owned by the Company or Controlled or Controlling Persons Disregarded
                  for Certain Purposes..........................................................................  59

         SECTION 8.05.  Instruments Executed by Securityholders Bind Future Holders.............................  59

ARTICLE NINE  SECURITYHOLDERS' MEETINGS.........................................................................  60

         SECTION 9.01.  Purposes for Which Meetings May be Called...............................................  60

         SECTION 9.02.  Manner of Calling Meetings..............................................................  60

         SECTION 9.03.  Call of Meeting by the Company or Securityholders.......................................  60

         SECTION 9.04.  Who May Attend and Vote at Meetings.....................................................  61

         SECTION 9.05.  Regulations May be Made by Trustee; Conduct of the Meeting; Voting Rights -
                  Adjournment...................................................................................  61

         SECTION 9.06.  Manner of Voting at Meetings and Record to be Kept......................................  62

         SECTION 9.07.  Exercise of Rights of Trustee and Securityholders Not to be Hindered or Delayed.........  62

ARTICLE TEN  SUPPLEMENTAL INDENTURES............................................................................  62

         SECTION 10.01.  Purposes for Which Supplemental Indentures May be Entered Into Without Consent
                  of Securityholders............................................................................  62

         SECTION 10.02.  Modification of Indenture with Consent of Holders of Securities........................  63

         SECTION 10.03.  Effect of Supplemental Indentures......................................................  65

         SECTION 10.04.  Securities May Bear Notation of Changes by Supplemental Indentures.....................  65
</TABLE>

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                                TABLE OF CONTENTS
                                   (CONTINUED)

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<S>                                                                                                              <C>

ARTICLE ELEVEN  DISCHARGE; DEFEASANCE...........................................................................  66

         SECTION 11.01.  Satisfaction and Discharge of Indenture................................................  66

         SECTION 11.02.  Application by Trustee of Funds Deposited for Payment of Securities....................  69

         SECTION 11.03.  Repayment of Moneys Held by Paying Agent...............................................  69

         SECTION 11.04.  Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years..............  70

         SECTION 11.05.  Indemnity for U.S. Government of Obligations...........................................  70

ARTICLE TWELVE  IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS.................................  70

         SECTION 12.01.  Incorporators, Stockholders, Officers and Directors of Company Exempt From
                  Individual Liability..........................................................................  70

ARTICLE THIRTEEN  MISCELLANEOUS PROVISIONS......................................................................  71

         SECTION 13.01.  Successors and Assigns of the Company Bound by Indenture...............................  71

         SECTION 13.02.  Notices; Effectiveness.................................................................  71

         SECTION 13.03.  Compliance Certificates and Opinions...................................................  72

         SECTION 13.04.  Days on Which Payment to be Made, Notice Given or Other Action Taken...................  73

         SECTION 13.05.  Provisions Required by Trust Indenture Act to Control..................................  73

         SECTION 13.06.  Governing Law..........................................................................  73

         SECTION 13.07.  Effect of Headings.....................................................................  73

         SECTION 13.08.  Securities in a Foreign Currency or in ECU.............................................  73

         SECTION 13.09.  Judgment Currency......................................................................  74

         SECTION 13.10.  Provisions of the Indenture and Securities for the Sole Benefit of the Parties
                  and the Securityholders.......................................................................  74

         SECTION 13.11.  Indenture May be Executed in Counterparts..............................................  74
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<PAGE>

         THIS INDENTURE, dated as of ___________, 2003, between TRANSMETA
CORPORATION, a Delaware corporation (the "Company"), and U.S. BANK, NATIONAL
ASSOCIATION, a national banking association duly organized and existing under
the laws of the United States, as trustee (the "Trustee").

                                   WITNESSETH:

         WHEREAS, the Company has duly authorized the issuance, sale, execution
and delivery, from time to time, of its unsecured evidences of indebtedness
(hereinafter referred to as the "Securities"), without limit as to principal
amount, issuable in one or more series, the amount and terms of each such series
to be determined as hereinafter provided; and, to provide the terms and
conditions upon which the Securities are to be issued, authenticated and
delivered, the Company has duly authorized the execution of this Indenture; and

         WHEREAS, all acts and things necessary to make the Securities, when
executed by the Company and authenticated and delivered by the Trustee as in
this Indenture provided, the valid, binding and legal subordinated obligations
of the Company, and to constitute this Indenture a valid indenture and agreement
according to its terms, have been done and performed, and the execution of this
Indenture and the issuance hereunder of the Securities have in all respects been
duly authorized;

         NOW, THEREFORE, THIS INDENTURE

                                   WITNESSETH:

         That in order to declare the terms and conditions upon which the
Securities are to be issued, authenticated and delivered, and in consideration
of the premises and of the purchase and acceptance of the Securities by the
Holders thereof, the Company covenants and agrees with the Trustee, for the
equal and proportionate benefit of the respective Holders from time to time of
the Securities or of any series thereof, as follows:

                                   ARTICLE ONE

                                   DEFINITIONS

         SECTION 1.01. Certain Terms Defined. For all purposes of this
Indenture, except as otherwise expressly provided or unless the context
otherwise requires:

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

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

                  (c)      all accounting terms not otherwise defined herein
shall have the meanings assigned to them and all computations herein provided
for shall be made, in accordance with generally accepted accounting principles,
and the term "generally accepted accounting principles" shall mean such
principles as they exist at the date of applicability thereof; and

<PAGE>

                  (d)      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.

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

         "Agent" means any Registrar, Paying Agent, transfer agent or
Authenticating Agent.

         "Authenticating Agent" shall the meaning set forth in Section 7.14.

         "Authorized Newspaper" means a newspaper (which, in the case of The
City of New York, will, if practicable, be The Wall Street Journal (Eastern
Edition) and in the case of London, will, if practicable, be the Financial Times
(London Edition) and, in the case of Luxembourg, will, if practicable be the
Luxembourg Wort and published in an official language of the country of
publication customarily published at least once a day for at least five days in
each calendar week and of general circulation in The City of New York, London or
Luxembourg, as applicable. If it shall be impractical in the opinion of the
Trustee to make any publication of any notice required hereby in an Authorized
Newspaper, any publication or other notice in lieu thereof which is made or
given with the approval of the Trustee shall constitute a sufficient publication
of such notice.

         "Board of Directors" shall mean the Board of Directors of the Company,
or any duly authorized committee of such Board of Directors.

         "Board Resolution" shall mean on or more resolutions of the Board of
Directors of the Company certified by the Secretary or by an Assistant Secretary
of the Company to have been duly adopted by the Board of Directors of the
Company and to be in full force and effect on the date of such certification.

         "Business Day" means, with respect to any Security, a day that is not a
day on which banking institutions in the city (or in any of the cities, if more
than one) in which amounts are payable, as specified in the form of such
Security, are authorized or required by any applicable law or regulation to be
closed.

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

         "Company" shall mean Transmeta Corporation, a Delaware corporation,
until a successor corporation shall have become such pursuant to the applicable
provisions hereof, and thereafter "Company" shall mean such successor Company.

                                        2

<PAGE>

         "Company Order" means a written statement, request or order of the
Company signed in its name by the Chairman of the Board of Directors of the
Company, the President or Chief Executive Officer, any Vice President or the
Treasurer of the Company.

         "covenant defeasance" shall have the meaning set forth in Section
11.01.

         "Coupon" means any interest coupon appertaining to an Unregistered
Security.

         "Defaulted Interest" shall have the meaning set forth in Section 2.07.

         "Depository" shall mean, with respect to the Securities of any series
issuable or issued in whole or in part in the form of one or more Registered
Global Securities, the Person designated as Depository by the Company pursuant
to Section 2.03 of this Indenture until a successor Depository shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter the
term "Depository" shall mean or include each Person who is then a Depository
hereunder, and if at any time there is more than one such Person, "Depository"
as used with respect to the Securities of any such series shall mean the
Depository with respect to the Securities of that series.

         "ECU" means the European Currency Unit as defined and revised from time
to time by the European Monetary System of the European Community and/or Euros.

         "Euro" or "euro" means the currency adopted by those countries
participating in the third stage of the European Monetary Union.

         "Event of Default" with respect to Securities of any series shall mean
any event specified as such in Section 6.01 and any other event as may be
established with respect to the securities of such series as permitted by
Section 2.03. An Event of Default shall "exist" if an Event of Default shall
have occurred and be continuing.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Foreign Currency" means a currency issued by the government of a
country other than the United States of America.

         "Holder," "Holder of Securities," "Securityholder" or any other similar
term means (a) in the case of any Registered Security, the person in whose name
such Security is registered in the Register kept by the Company for that purpose
in accordance with the terms hereof, and (b) in the case of any Unregistered
Security, the bearer of such Security, or any Coupon appertaining thereto, as
the case may be.

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

         "IRS" means the Internal Revenue Service of the United States
Department of the Treasury, or any successor entity.

         "Judgment Currency" has the meaning set forth in Section 13.09.

                                        3

<PAGE>

         "Officer's Certificate" shall mean a certificate signed by the Chairman
of the Board of Directors of the Company, any Vice-Chairman of the Board of
Directors of the Company, the President or Chief Executive Officer or any
Vice-President, the Treasurer, any Assistant Treasurer, the Secretary or any
Assistant Secretary of the Company. Each such certificate shall include the
statements provided for in Section 13.03, if and to the extent required by the
provisions of such Section.

         "Opinion of Counsel" shall mean a written opinion of legal counsel who
may be an employee of the Company or other counsel satisfactory to the Trustee.
Each such opinion shall include the statements provided for in Section 13.03, if
and to the extent required by the provisions of such Section.

         "Original Issue Date" of any Security (or portion thereof) means the
earlier of (a) the date of such Security or (b) the date of any Security (or
portion thereof) for which such Security was issued (directly or indirectly) on
registration of transfer, exchange or substitution.

         "Original Issue Discount Security" shall mean (a) any Security which
provides for an amount less than the principal amount thereof to be due and
payable upon declaration of acceleration of the maturity thereof pursuant to
Section 6.01 or (b) any other Security which for United States Federal income
tax purposes would be considered an original issue discount security.

         "Outstanding" when used with reference to Securities shall, subject to
the provisions of Section 8.04, mean, as of the date of determination, all
Securities theretofore authenticated and delivered under this Indenture, except:

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

                  (b)      Securities, or portions thereof, for whose payment or
redemption moneys or U.S. Government Obligations (as provided in Section 11.01)
in the necessary amount have been theretofore deposited with the Trustee or with
any Paying Agent (other than the Company) or shall have been set aside,
segregated and held in trust by the Company (if the Company shall act as its own
Paying Agent) in trust for the Holders of such Securities, provided that if such
Securities or portions thereof, are to be redeemed prior to the Stated Maturity
thereof, notice of such redemption has been duly given as provided in Article
Three hereof, or provision therefor satisfactory to the Trustee has been made;

                  (c)      Securities in exchange for or in lieu of which other
Securities shall have been authenticated and delivered under this Indenture; and

                  (d)      Securities alleged to have been destroyed, lost or
stolen which have been paid as provided in Section 2.07 hereof.

         In determining whether the Holders of the requisite principal amount of
Outstanding Securities have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, the principal amount of an Original Issue
Discount Security that shall be deemed to be Outstanding for such purposes shall
be the amount of the principal thereof that would be due

                                        4

<PAGE>

and payable as of the date of such determination as if a declaration of
acceleration of the maturity thereof pursuant to Section 6.01 had been made.

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

         "Periodic Offering" means an offering of Securities of a series from
time to time, the specific terms of which Securities, including, without
limitation, the rate or rates of interest, if any, thereon, the stated maturity
or maturities thereof and the redemption provisions, if any, with respect
thereto, are to be determined by the Company or its agents upon the issuance of
such Securities.

         "Person" shall mean an individual, a corporation, a partnership, a
limited liability company, a joint venture, an association, a joint stock
company, a trust, an unincorporated organization, or a government or any agency,
authority or political subdivision thereof.

         "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 2.04 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

         "principal" whenever used with reference to the Securities or any
Security or any portion thereof, shall be deemed to include "and premium, if
any," provided, however, that such inclusion of premium, if any, shall under no
circumstances result in the double counting of such premium for the purpose of
any calculation required hereunder.

         "Principal Office of the Trustee" shall mean the office of the Trustee
in Los Angeles, California at which at any particular time the trust created by
this Indenture shall be administered, except that with respect to presentation
of Securities for payment such term shall mean any office or agency of the
Trustee at which at any particular time its corporate trust services business
shall be conducted. The present address of the Principal Office of the Trustee
is administered is 550 South Hope Street, 5th Floor, Los Angeles, CA 90071,
Attention: Corporate Trust Services.

         "Record Date" for the interest payable on any Interest Payment Date on
any series of Securities shall mean the date specified as such in the Securities
of such series.

         "Register" shall mean the books for the registration and transfer of
Securities which books are kept by the Trustee pursuant to Section 2.08.

         "Registered Global Security" means a Security evidencing all or a
portion of a series of Registered Securities, issued to the Depositary for such
series in accordance with Section 2.12, and bearing the legend prescribed in
Section 2.12 and any other legend required by the Depositary for such series.

         "Registered Security" means any Security registered on the Register of
the Company.

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<PAGE>

         "Required Currency" shall have the meaning set forth in Section 13.09.

         "Responsible Officer" when used with respect to the Trustee shall mean
any officer in the Principal Office of the Trustee 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 of the Trustee to whom such matter is
referred because of such Person's knowledge of and familiarity with the
particular subject.

         "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 2.07.

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

         "Indenture" shall mean this instrument as originally executed, or as it
may from time to time be supplemented, modified or amended, as provided herein,
and shall include the form and terms of particular series of Securities
established in accordance with the provisions of Sections 2.03 and 2.04.

         "Security" or "Securities" shall mean any security or securities of the
Company without regard to series, authenticated and delivered under this
Indenture.

         "Supplemental Indenture" shall mean an indenture supplemental hereto as
such Supplemental Indenture may be originally executed, or as it may from time
to time be supplemented, modified or amended, as provided herein and therein.

         "Trustee" shall mean the party named as such 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
such successor Trustee. "Trustee" shall also mean or include each Person who is
then a trustee hereunder, and, if at any time there is more than one such
Person, "Trustee" as used with respect to the Securities of any series shall
mean the trustee with respect to the Securities of such series.

         "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, as
amended as of the date of this Indenture.

         "United States Dollars" shall mean the lawful currency of the United
States of America.

         "Unregistered Security" means any Security other than a Registered
Security.

         "U.S. Government Obligations" shall have the meaning set forth in
Section 11.01.

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

                                        6

<PAGE>

                                   ARTICLE TWO

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

         SECTION 2.01. Form of Securities and Trustee's Certificate of
Authentication. The Securities of each series and the Coupons, if any, to be
attached thereto shall be substantially in such form (not inconsistent with this
Indenture) as shall be established by or pursuant to one or more Board
Resolutions and as set forth in an Officer's Certificate or Supplemental
Indenture, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
or designation and such legends or endorsements thereon as the Board of
Directors 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 of such series may be listed, or to conform to
usage all as may be determined by the officers executing such Securities and
Coupons, if any, as evidenced by their execution of such Securities and Coupons.

         The definitive Securities and Coupons, if any, and each registered
Global Security may be printed, lithographed or fully or partly engraved or
produced in any other manner, all as determined by the officers executing such
Securities and Coupons, if any, as evidenced by their execution thereof.

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

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                    U.S. Bank National Association, as Trustee

                                    By ____________________________________
                                             Authorized Signatory

         SECTION 2.03. Amount Unlimited, Issuable in Series.

         (a)      The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is not limited. The Securities
may be issued in one or more series.

         The following terms and provisions of each series of Securities shall
be established in or pursuant to one or more Board Resolutions and set forth in
an Officer's Certificate detailing such establishment or established in one or
more Supplemental Indentures prior to the issuance of Securities of any series:

                                        7

<PAGE>

                  (1)      the designation of the series of Securities of the
series (which shall distinguish the Securities of such series from all other
series of Securities) and which may be part of a series of Securities previously
issued;

                  (2)      any limit upon the aggregate principal amount of the
particular series of Securities which may be executed, authenticated and
delivered under this Indenture; provided, however, that nothing contained in
this Section 2.03 or elsewhere in this Indenture or in the Securities or in an
Officer's Certificate or in a Supplemental Indenture is intended to or shall
limit execution by the Company or authentication and delivery by the Trustee of
Securities under the circumstances contemplated by Sections 2.08, 2.09, 2.11,
3.03 and 10.04;

                  (3)      if other than United States Dollars, the coin,
currency or currencies or composite currency in which principal of and interest
and any premium on such series of Securities shall be payable (including, but
not limited to, any Foreign Currency or ECU);

                  (4)      the Stated Maturity for payment of principal of such
series of Securities and any sinking fund or analogous provisions;

                  (5)      the rate or rates at which such series of Securities
shall bear interest, if any, the date or dates from which such interest shall
accrue, on which such interest shall be payable, the terms and conditions of any
deferral of interest and the additional interest, if any, thereon, the right, if
any, of the Company to extend the time for payment of interest, the terms and
duration of such extension rights and (in the case of Registered Securities) the
date or dates on which a record shall be taken for the determination of Holders
to whom interest is payable and/or the method by which such rate or rates or
date or dates shall be determined;

                  (6)      the place or places where the principal of and any
interest on Securities of any series shall be payable, where such Securities may
be surrendered for registration of transfer, where such Securities may be
surrendered for exchange and where notice and demands to or upon the Company, in
respect of such Securities, and this Indenture may be served, if other than as
provided in Section 4.03;

                  (7)      the right, if any, of the Company to redeem
Securities, in whole or in part, at its option and the period or periods within
which, the price or prices at which and any terms and conditions upon which
Securities of the series may be so redeemed, pursuant to any sinking fund or
otherwise;

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

                  (9)      if other than denominations of $1,000 or [Euro]
1,000, as the case may be, and any integral multiple thereof, in the case of
Registered Securities, or $1,000 and $5,000 or [Euro] 1,000 and [Euro] 5,000 in
the case of Unregistered Securities, the denominations in which such series of
Securities shall be issuable;

                                        8

<PAGE>

                  (10)     the percentage of the principal amount at which the
Securities will be issued, and, if other than the principal amount thereof, the
portion of the principal amount of such series of Securities which shall be
payable upon declaration of acceleration of the maturity thereof pursuant to
Section 6.01;

                  (11)     if other than the coin, currency or currencies in
which the Securities of the series are denominated, the coin, currency or
currencies in which payment of the principal of or interest on the Securities of
such series shall be payable, including composite currencies or currency units;

                  (12)     if the principal or interest on the Securities of the
series are to be payable, at the election of the Company or a Holder thereof, in
a coin or currency other than that in which the Securities are denominated, the
period or periods within which, and the terms and conditions upon which, such
election may be made;

                  (13)     if the amount of payments or principal of and
interest on the Securities of the series may be determined with reference to an
index or formula based on a coin, currency, composite currency or currency unit
other than that in which the Securities of the series are denominated, the
manner in which such amounts shall be determined;

                  (14)     whether the Securities of the series will be issuable
as Registered Securities (and if so, whether such Securities will be issuable as
Registered Global Securities, the Depository for such Registered Global
Securities and any additional terms and conditions relating to such Registered
Global Securities not set forth in this Indenture) or Unregistered Securities
(with or without Coupons), or any combination of the foregoing, any restrictions
applicable to the offer, sale or delivery of Unregistered Securities or the
payment of interest thereon and, if other than as provided in Section 2.08, the
terms upon which Unregistered Securities of any series may be exchanged for
Registered Securities of such series and vice versa;

                  (15)     whether and under what circumstances the Company will
pay additional amounts on the Securities of the series held by a person who is
not a U.S. person in respect of any tax, assessment or governmental charge
withheld or deducted and, if so, whether the Company will have the option to
redeem the Securities of the series rather than pay such additional amounts;

                  (16)     if the Securities of the 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, the form and terms of such
certificates, documents or conditions;

                  (17)     any trustees, depositaries, authenticating or paying
agents, transfer agents or registrars of any other agents with respect to the
Securities of such series;

                  (18)     any additional events of default or covenants with
respect to the Securities of a particular series not set forth herein;

                                        9

<PAGE>

                  (19)     the terms and conditions, if any, upon which any
Securities of such series may or shall be converted or exchanged into other
instruments or other forms of property of the Company or its subsidiaries,
including without limitation, securities of another Person held by the Company
or its Affiliates, and if so the terms thereof; and

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

         (b)      All Securities of any one series and Coupons, if any,
appertaining thereto shall be substantially identical except that any series may
have serial maturities and different interest rates for different maturities and
except in the case of Registered Securities as to denomination and the
differences herein specified between Registered Global Securities and Registered
Securities issued in definitive form and except as may otherwise be provided in
or pursuant to such Board Resolution and set forth in such Officer's Certificate
or Supplemental Indenture relating to such series of Securities. All Securities
of any one series need not be issued at the same time, and, unless otherwise
provided in the Officer's Certificate or Supplemental Indenture relating to such
series, a series may be reopened for issuances of additional Securities of such
series.

         SECTION 2.04. Authentication and Delivery of Securities; Supplemental
Indentures for Secured Issues.

                  At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver any series of Securities
having attached thereto appropriate Coupons, if any, executed by the Company to
the Trustee for authentication by it together with the applicable documents
referred to below in this Section 2.04, and the Trustee shall thereupon
authenticate and deliver said Securities (or if only a single Security, such
Security) and Coupons, if any, to or upon the written order of the Company,
signed by an officer of the Company, without any further corporate action. The
maturity date, original issue date, interest rate and any other terms of the
Securities of such series and Coupons, if any, appertaining thereto shall be
determined by or pursuant to such Company Order and procedures. If provided for
in such procedures, such Company Order may authorize authentication and delivery
pursuant to oral or electronic instructions from the Company or its duly
authorized agent or agents, which instructions, if oral, shall be promptly
confirmed in writing. In authenticating such Securities and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive (in the case of subparagraphs (2), (3)
and (4) below only at or before the time of the first request of the Company to
the Trustee to authenticate Securities of such series) and (subject to Section
7.01) shall be fully protected in relying upon, the following enumerated
documents unless and until such documents have been superseded or revoked:

                  (1)      a Company Order requesting such authentication and
setting forth delivery instructions if the Securities and Coupons, if any, are
not to be delivered to the Company, provided that, with respect to Securities of
a series subject to a Periodic Offering, (a) such Company Order may be delivered
by the Company to the Trustee prior to the delivery to the Trustee of such
Securities for authentication and delivery, (b) the Trustee shall authenticate
and deliver Securities of such series for original issue from time to time, in
an aggregate principal amount not exceeding the aggregate principal amount
established for such series, pursuant to a

                                       10

<PAGE>

Company Order or pursuant to procedures acceptable to the Trustee as may be
specified from time to time by a Company Order, (c) the maturity date or dates,
original issue date or dates, interest rate or rates and any other terms of
Securities of such series shall be determined by a Company Order or pursuant to
such procedures and (d) if provided for in such procedures, such Company Order
may authorize authentication and delivery pursuant to oral or electronic
instructions from the Company or its duly authorized agent or agents, which
instructions, if oral, shall be promptly confirmed in writing;

                  (2)      any Board Resolution, Officer's Certificate and/or
executed Supplemental Indenture referred to in Section 2.01 and 2.03 by or
pursuant to which the forms and terms of the Securities and Coupons, if any,
were established;

                  (3)      an Officer's Certificate setting forth the form or
forms and terms of the Securities and Coupons, if any, stating that the form or
forms and terms of the Securities and Coupons, if any, have been established
pursuant to Sections 2.01 and 2.03 and comply with this Indenture, and covering
such other matters as the Trustee may reasonably request; and

                  (4)      at the option of the Company, either one or more
Opinions of Counsel, or a letter addressed to the Trustee permitting it to rely
on one or more Opinions of Counsel, substantially to the effect that:

                           (a)      the form or forms of the Securities and
Coupons, if any, have been duly authorized and established in conformity with
the provisions of this Indenture;

                           (b)      in the case of an underwritten offering, the
terms of the Securities have been duly authorized and established in conformity
with the provisions of this Indenture, and, in the case of an offering that is
not underwritten, certain terms of the Securities have been established pursuant
to a Board Resolution, an Officer's Certificate or a Supplemental Indenture in
accordance with this Indenture, and when such other terms as are to be
established pursuant to procedures set forth in a Company Order shall have been
established, all such terms will have been duly authorized by the Company and
will have been established in conformity with the provisions of this Indenture;

                           (c)      this Indenture and such Securities, when
executed and issued by the Company and authenticated by the Trustee in
accordance with the provisions of this Indenture and duly paid for by the
purchasers thereof, and subject to any conditions specified in such Opinion of
Counsel, will constitute valid and binding obligations of the Company, except as
any rights thereunder may be limited by the effect of bankruptcy, insolvency,
reorganization, receivership, conservatorship, arrangement, moratorium or other
laws affecting or relating to the rights of creditors generally; the rules
governing the availability of specific performance, injunctive relief or other
equitable remedies and general principles of equity, regardless of whether
considered in a proceeding in equity or at law; the effect of applicable court
decisions invoking statutes or principles of equity, which have held that
certain covenants and provisions of agreements are unenforceable where the
breach of such covenants or provisions imposes restrictions or burdens upon a
borrower, and it cannot be demonstrated that the enforcement of such
restrictions or burdens is necessary for the protection of the creditor, or
which have held that the creditor's enforcement of such covenants or provisions
under the circumstances would have violated the creditor's covenants of good
faith and fair dealing implied under California

                                       11

<PAGE>

law; and the effect of California statutes and rules of law which cannot be
waived prospectively by a borrower, and such counsel need express no opinion
with regard to the enforceability of Section 7.06 or of a judgment denominated
in a currency other than United States Dollars; and

                           (d)      the Company has complied with all applicable
Federal laws and requirements in respect of the execution and delivery of such
Securities.

                  (5)      if the Securities are to be secured, a supplemental
indenture conforming to the requirements of Section 314 of the Trust Indenture
Act and such other documents as may be required by Section 314; and

                  (6)      if the Securities are to be convertible, a
supplemental indenture conforming to the requirements of Section 314 of the
Trust Indenture Act and such other documents as may be required by Section 314.

                  In rendering such opinions, any counsel may qualify any
opinions as to enforceability by stating that such enforceability may be limited
by bankruptcy, insolvency, reorganization, liquidation, moratorium, fraudulent
transfer and other similar laws affecting the rights and remedies of creditors
and is subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law). Such counsel
may rely upon opinions of other counsel (copies of which shall be delivered to
the Trustee) reasonably satisfactory to the Trustee, in which case the opinion
shall state that such counsel believes he and the Trustee are entitled so to
rely. Such counsel may also state that, insofar as such opinion involves factual
matters, he has relied, to the extent he deems proper, upon certificates of
officers of the Company and its subsidiaries and certificates of public
officials.

                  The Trustee shall have the right to decline to authenticate
and deliver any Securities under this section if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken by the Company or
if the Trustee in good faith by its board of directors or board of trustees,
executive committee or a trust committee of directors or trustees shall
determine that such action would expose the Trustee to personal liability to
existing Holders or would affect the Trustee's own rights, duties or immunities
under the Securities, this Indenture or otherwise.

         SECTION 2.05. Execution of Securities. The Securities and each Coupon
appertaining thereto, if any, shall be executed manually or in facsimile, by any
two of the Chairman of the Board, Chief Executive Officer, the President, any
Vice President, the Secretary, any Assistant Secretary, the Chief Financial
officer, the Treasurer or any Assistant Treasurer of the Company under its
corporate seal (except in the case of Coupons), which may be affixed thereto or
printed, engraved or otherwise reproduced thereon, by facsimile or otherwise.
Only such Securities or Coupons, if any, as shall bear thereon a certificate of
authentication substantially in the form recited herein, executed by the Trustee
manually by an authorized officer, shall be entitled to the benefits of this
Indenture or be valid or obligatory for any purpose. Such certificate of
authentication of the Trustee upon any Security or Coupon, if any, executed by
the Company shall be conclusive evidence that the Security or Coupon so
authenticated has been duly authenticated and delivered hereunder and that the
Holder is entitled to the benefits of this Indenture. Typographical or other
errors or defects in the seal or facsimile signature on any

                                       12

<PAGE>

Security or in the text thereof shall not affect the validity or enforceability
of such Security if it has been duly authenticated and delivered by the Trustee.

         In case any officer of the Company who shall have signed any of the
Securities or Coupons, if any, (manually or in facsimile) shall cease to be such
officer before the Securities or Coupons so signed shall have been authenticated
and delivered by the Trustee, or disposed of by the Company, such Securities or
Coupons nevertheless may be authenticated and delivered or disposed of as though
the Person who signed such Securities or Coupons had not ceased to be such
officer of the Company. Also, any Security or Coupon may be signed on behalf of
the Company by such Persons as on the actual date of execution of such Security
or Coupon shall be the proper officers of the Company, although at the date of
the execution of this Indenture or on the nominal date of such Security any such
Person was not such officer.

         SECTION 2.06. Certificate of Authentication. Only such Securities as
shall bear thereon a certificate of authentication substantially in the form
hereinbefore recited, executed by the Trustee by the manual signature of one of
its authorized officers, shall be entitled to the benefits of this Indenture or
be valid or obligatory for any purpose. No Coupon shall be entitled to the
benefits of this Indenture or shall be valid and obligatory for any purpose
until the certificate of authentication on the Security to which such Coupon
appertains shall have been duly executed by the Trustee. The execution of such
certificate by the Trustee upon any Security executed by the Company shall be
conclusive evidence that the Security so authenticated has been duly
authenticated and delivered hereunder and that the Holder is entitled to the
benefits of this Indenture.

         SECTION 2.07. Denominations; Payment of Interest on Securities.

         (a)      The Securities of each series may be issued as Registered
Securities or Unregistered Securities in denominations all as shall be specified
as contemplated by Section 2.03. In the absence of such provisions with respect
to the Registered Securities of any series, the Securities of such series (other
than any Registered Global Securities) shall be issued in denominations of
$1,000 (or [Euro] 1,000, as applicable) and any integral multiple thereof. If
denominations of Unregistered Securities of any series are not so established,
such Securities shall be issuable in denominations of $1,000 and $5,000 (or
[Euro] 1,000 and [Euro] 5,000). The Securities of each series shall be numbered,
lettered or otherwise distinguished in such manner or in accordance with such
plan as the officers of the Company executing the same may determine with the
approval of the Trustee, as evidenced by the execution and authentication
thereof.

         (b)      If the Securities of any series shall bear interest, each
Security of such series shall bear interest from the applicable date at the rate
per annum specified in the Officer's Certificate or Supplemental Indenture with
respect to such series of Securities. Unless otherwise specified in the
Officer's Certificate or Supplemental Indenture with respect to the Securities
of any series, interest on the Securities of such series shall be computed on
the basis of a 360-day year of twelve 30-day months. Such interest shall be
payable on the Interest Payment Dates specified in the Officer's Certificate or
Supplemental Indenture with respect to such series of Securities. The Person in
whose name any Security (or one or more Predecessor Securities) is registered at
the close of business on the applicable Record Date for the series of which such
Security is a part shall be entitled to receive the interest payable thereon on
such Interest Payment Date notwithstanding the cancellation of such Security
upon any transfer or exchange thereof

                                       13

<PAGE>

subsequent to such Record Date and prior to such Interest Payment Date unless
such Security shall have been called for redemption on a Redemption Date which
is subsequent to such Record Date and prior to such Interest Payment Date or
unless the Company shall default in the payment of interest due on such Interest
Payment Date on any Security of such series.

         Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the
registered Holder on the relevant Record Date solely by virtue of such Holder
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 on the Securities of any series to the Persons in whose names such
Securities (or their respective Predecessor Securities) are registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The Company shall notify
the Trustee in writing of the amount of Defaulted Interest proposed to be paid
on each Security and the date of the proposed payment (which date shall be such
as will enable the Trustee to comply with the next sentence hereof), and at the
same time the Company shall deposit with the Trustee an amount of money equal to
the aggregate amount proposed to be paid in respect of such Defaulted Interest
or shall make arrangements satisfactory to the Trustee for such deposit prior to
the date of the proposed payment, such money when deposited to be held in trust
for the benefit of the Persons entitled to such Defaulted Interest as in this
subsection provided. Thereupon the Trustee shall fix a Special Record Date for
the payment of such Defaulted Interest which shall be not more than 15 nor less
than 10 days prior to the date of the proposed payment and not less than 10 days
after the receipt by the Trustee of the notice of the proposed payment. The
Trustee shall promptly notify the Company of such Special Record Date and, in
the name and at the expense of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor to be
mailed, first-class postage prepaid, to each Holder of a Security of such series
at such Holder's address as it appears in the Register not less than 10 days
prior to such Special Record Date. Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been mailed as
aforesaid, such Defaulted Interest shall be paid to the Persons in whose names
the Securities of such series are registered on such Special Record Date and
shall no longer be payable pursuant to the following subsection (2).

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

         Interest on Securities of any series that bear interest may be paid by
mailing a check to the address of the person entitled thereto as such address
shall appear in the Register.

         Subject to the foregoing provisions of this Section 2.07, each Security
delivered under this Indenture upon transfer of or in exchange for or in lieu of
any other Security shall carry all the rights to interest accrued and unpaid,
and to accrue, which were carried by such other

                                       14

<PAGE>

Security and each such Security shall bear interest from such date, such that
neither gain nor loss in interest shall result from such transfer, exchange or
substitution.

         SECTION 2.08. Registration, Transfer and Exchange of Securities. Except
as specifically otherwise provided herein with respect to Registered Global
Securities, Securities of any series may be exchanged for a like aggregate
principal amount of Securities of the same series of other authorized
denominations. Securities to be exchanged shall be surrendered at the offices or
agencies to be maintained in accordance with the provisions of Section 4.03 and
the Company shall execute the Security or Securities, and the Trustee shall
authenticate and deliver in exchange therefor the Security or Securities which
the Securityholder making the exchange shall be entitled to receive.

         The Company shall cause the Trustee to keep or cause to be kept, at one
or more of the offices or agencies to be maintained by the Trustee in accordance
with the provisions of Section 4.03 with respect to the Securities of each
series, the Register in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of the Registered
Securities of such series and the transfer of Registered Securities of such
series as in this Article provided. The Register shall be in written form or in
any other form capable of being converted into written form within a reasonable
time. At all reasonable times the Register shall be open for inspection by the
Trustee and any registrar of the Securities of such series other than the
Trustee. Upon due presentment for transfer of any Security of any series at the
offices or agencies of the Company to be maintained in accordance with Section
4.03 with respect to the Registered Securities of such series, the Company shall
execute a new Security and the Trustee shall authenticate and deliver in the
name of the transferee or transferees a new Security or Registered Securities of
the same series for a like aggregate principal amount of authorized
denominations. Notwithstanding any other provisions of this Section 2.08, unless
and until it is exchanged in whole or in part for Registered Securities in
definitive form, a Global Security representing all or a portion of the
Registered Securities of a series may not be transferred except as a whole by
the Depository for such series to a nominee of such Depository or by a nominee
of such Depository to such Depository or another nominee of such Depository or
by such Depository or any such nominee to a successor Depository for such series
or a nominee of such successor Depository.

         Unregistered Securities (except for any temporary global Unregistered
Securities) and Coupons (except for Coupons attached to any temporary global
Unregistered Securities) shall be transferable by delivery.

         At the option of the Holder thereof, Registered Securities of any
series (other than a Registered Global Security, except as set forth below) may
be exchanged for a Registered Security or Registered Securities of such series
and tenor having authorized denominations and an equal aggregate principal
amount, upon surrender of such Registered Securities to be exchanged at the
agency of the Company that shall be maintained for such purpose in accordance
with Section 4.03 and upon payment, if the Company shall so require, of the
charges hereinafter provided. If the Securities of any series are issued in both
registered and unregistered form, except as otherwise established pursuant to
Section 2.03, at the option of the Holder thereof, Unregistered Securities of
any series may be exchanged for Registered Securities of such series and tenor
having authorized denominations and an equal aggregate principal amount, upon
surrender of such Unregistered Securities to be exchanged at the agency of the
Company that

                                       15

<PAGE>

shall be maintained for such purpose in accordance with Section 4.03, with, in
the case of Unregistered Securities that have Coupons attached, all unmatured
Coupons and all matured Coupons in default thereto appertaining, and upon
payment, if the Company shall so require, of the charges hereinafter provided.
At the option of the Holder thereof, if Unregistered Securities of any series,
maturity date, interest rate and original issue date are issued in more than one
authorized denomination, except as otherwise established pursuant to Section
2.03, such Unregistered Securities may be exchanged for Unregistered Securities
of such series and tenor having authorized denominations and an equal aggregate
principal amount, upon surrender of such Unregistered Securities to be exchanged
at the agency of the Company that shall be maintained for such purpose in
accordance with Section 4.03, with, in the case of Unregistered Securities that
have Coupons attached, all unmatured Coupons and all matured Coupons in default
thereto appertaining, and upon payment, if the Company shall so require, of the
charges hereinafter provided. Registered Securities of any series may not be
exchanged for Unregistered Securities of such series unless (1) otherwise
specified pursuant to Section 2.03 and (2) the Company has delivered to the
Trustee an Opinion of Counsel that (x) the Company has received from the IRS a
ruling or (y) since the date hereof, there has been a change in the applicable
United States federal income tax law, in either case to the effect that the
inclusion of terms permitting Registered Securities to be exchanged for
Unregistered Securities would result in no United States federal income tax
effect adverse to the Company or to any Holder. Whenever any Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive. All Securities and Coupons, if any, surrendered upon any
exchange or transfer provided for in this Indenture shall be promptly cancelled
and disposed of by the Trustee, and the Trustee shall deliver a certificate of
disposition thereof to the Company.

         All Registered Securities of any series presented or surrendered for
exchange, transfer, redemption, conversion or payment shall, if so required by
the Company or any registrar of the Securities of such series, be accompanied by
a written instrument or instruments of transfer, in form satisfactory to the
Company and such registrar, duly executed by the registered Holder or by such
Person's attorney duly authorized in writing.

         No service charge shall be made for any exchange or registration of
transfer 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 relation
thereto.

         The Company shall not be required to exchange or transfer (a) any
Securities of any series during a period beginning at the opening of business 15
days before the day of the first publication or the mailing (if there is no
publication) of a notice of redemption of Securities of such series and ending
at the close of business on the day of such publication or mailing or (b) any
Securities called or selected for redemption in whole or in part, except, in the
case of Securities called for redemption in part, the portion thereof not so
called for redemption in whole or in part or during a period beginning at the
opening of business on any Record Date for such series and ending at the close
of business on the relevant Interest Payment Date therefor.

         SECTION 2.09. Mutilated, Defaced, Destroyed, Lost and Stolen
Securities. In case any temporary or definitive Security or any Coupon
appertaining to any Security shall be mutilated, defaced, destroyed, lost or
stolen, the Company in its discretion may execute and, upon the written request
of any officer of the Company, the Trustee shall authenticate and delivery, a
new

                                       16

<PAGE>

Security of the same series, maturity date, interest rate and original issue
date, bearing a number or other distinguishing symbol not contemporaneously
outstanding, in exchange and substitution for the mutilated or defaced Security,
or in lieu of and in substitution for the Security so destroyed, lost or stolen
with Coupons corresponding to the Coupons appertaining to the Securities so
mutilated, defaced, destroyed, lost or stolen, or in exchange or substitution
for the Security to which such mutilated, defaced, destroyed, lost or stolen
Coupon appertained, with Coupons appertaining thereto corresponding to the
Coupons so mutilated, defaced, destroyed, lost or stolen. In every case the
applicant for a substitute Security or Coupon shall furnish to the Company and
to the Trustee and any agent of the Company or the Trustee such security or
indemnity as may be required by them to indemnify and defend and to save each of
them harmless and, in every case of destruction, loss or theft, evidence to
their satisfaction of the destruction, loss or theft of such Security or Coupon
and of the ownership thereof, and in the case of mutilation or defacement shall
surrender the Security and related Coupons to the Trustee or such agent.

         Upon the issuance of any substitute Security or Coupon, 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) or its agent connected therewith. In case
any Security or Coupon which has matured or is about to mature or has been
called for redemption in full shall become mutilated or defaced or be destroyed,
lost or stolen, the Company may instead of issuing a substitute Security, pay or
authorize the payment of the same or the relevant Coupon (without surrender
thereof except in the case of a mutilated or defaced Security or Coupon), if the
applicant for such payment shall furnish to the Company and to the Trustee and
any agent of the Company or the Trustee such security or indemnity as any of
them may require to save each of them harmless, and, in every case of
destruction, loss or theft, the applicant shall also furnish to the Company and
to the Trustee and any agent of the Company or the Trustee evidence to their
satisfaction of the destruction, loss or theft of such Security or Coupons and
of the ownership thereof.

         Every substitute Security or Coupon of any series issued pursuant to
the provisions of this Section by virtue of the fact that any such Security or
Coupon is destroyed, lost or stolen shall constitute an additional contractual
obligation of the Company, whether or not the destroyed, lost or stolen Security
or Coupon shall be at any time enforceable by anyone and shall be entitled to
all the benefits of (but shall be subject to all the limitations of rights set
forth in) this Indenture equally and proportionately with any and all other
Securities or Coupons of such series duly authenticated and delivered hereunder.
All Securities and Coupons shall be held and owned upon the express condition
that, to the extent permitted by law, the foregoing provisions are exclusive
with respect to the replacement or payment of mutilated, defaced or destroyed,
lost or stolen Securities and Coupons and shall preclude any and all other
rights or remedies notwithstanding any law or statue existing or hereafter
enacted to the contrary with respect to the replacement or payment of negotiable
instruments or other securities without their surrender.

         SECTION 2.10. Cancellation and Destruction of Surrendered Securities.
All Securities and Coupons surrendered for payment, redemption, transfer,
conversion or exchange, or for credit against any payment in respect of a
sinking or analogous fund, if any, shall, if surrendered to the Company, the
Trustee or any agent of the Company or of the Trustee, be delivered to the
Trustee, and the same, together with Securities surrendered to the Trustee for
cancellation, shall

                                       17

<PAGE>

be canceled by it and thereafter disposed of by it as directed by the Company,
and no Securities or Coupons shall be issued in lieu thereof except as expressly
permitted by any of the provisions of this Indenture. The Trustee shall destroy
canceled Securities and Coupons and deliver a certificate of destruction thereof
to the Company unless by an Officer's Certificate of the Company, the Company
shall direct that canceled Securities be returned to it. If the Company shall
purchase or otherwise acquire any of the Securities and Coupons, however, such
purchase or acquisition shall not operate as a payment, redemption or
satisfaction of the indebtedness represented by such Securities or Coupons
unless and until the Company, at its option shall deliver or surrender the same
to the Trustee for cancellation.

         SECTION 2.11. Temporary Securities. Pending the preparation of
definitive Securities of any series, the Company may execute and the Trustee
shall authenticate and deliver temporary Securities of such series which are
printed, lithographed, typewritten or otherwise produced, in each case
satisfactory to the Trustee. Temporary Securities of any series shall be
issuable as Registered Securities without coupons, or as Unregistered Securities
with or without coupons attached thereto of any authorized denomination, and
substantially in the form of the definitive Securities of such series but with
such appropriate omissions, insertions, substitutions and other variations as
the officers executing such Securities may determine, as evidenced by their
execution of such Securities. Every such temporary Security shall be
authenticated by the Trustee upon the same conditions and in substantially the
same manner, and with the same effect, as the definitive Securities. If
temporary Securities are issued, the Company will cause definitive Securities to
be prepared without unreasonable delay. After the preparation of definitive
Securities, the temporary Securities of such series shall be exchangeable for
definitive Securities upon surrender of the temporary Securities without charge
to the Holder at the offices or agencies to be maintained by the Trustee as
provided in Section 4.03 with respect to the Securities of such series and in
the case of Unregistered Securities, at any agency maintained by the Company for
such purpose as specified pursuant to Section 2.03. Upon surrender for
cancellation of any one or more temporary Securities the Company shall execute
and the Trustee shall authenticate and deliver in exchange for such temporary
Securities an equal aggregate principal amount of definitive Securities of such
series and in the case of Unregistered Securities, having attached thereto any
appropriate Coupons. Until so exchanged, the temporary Securities of any series
shall in all respects be entitled to the benefits of this Indenture and interest
thereon, when and as payable, shall be paid to the registered owners thereof.
The provisions of this Section are subject to any restrictions or limitations on
the issue and delivery of temporary Unregistered Securities of any series that
may be established pursuant to Section 2.03 (including any provision that
Unregistered Securities of such series initially be issued in the form of a
single global Unregistered Security to be delivered to a depositary or agency
located outside the United States and the procedures pursuant to which
definitive or global Unregistered Securities of such series would be issued in
exchange for such temporary global Unregistered Security).

         SECTION 2.12. Securities in Global Form; Depositories. (a) Each
Registered Global Security shall: (i) represent and be denominated in an
aggregate amount equal to the aggregate principal amount of the Securities of
the series to be represented by such Registered Global Security, (ii) be
registered in the name of either the Depository for such Registered Global
Security or the nominee of such Depository, (iii) be delivered by the Trustee to
such Depository or pursuant to such Depository's written instruction and (iv)
bear a legend substantially to the following effect: "Unless and until it is
exchanged in whole or in part for Securities in definitive

                                       18

<PAGE>

form, this Registered Global Security may not be transferred except as a whole
by the Depository to a nominee of the Depository or by a nominee of the
Depository to the Depository or another nominee of the Depository or by the
Depository or any nominee to a successor Depository or a nominee of any
successor Depository." The notation of the record owner's interest in such
Registered Global Security upon the original issuance thereof shall be deemed to
be delivery in connection with the original issuance of each beneficial owner's
interest in such Registered Global Security. Without limiting the foregoing, the
Company and the Trustee shall have no responsibility, obligation or liability
with respect to: (x) the maintenance, review or accuracy of the records of the
Depository or of any of its participating organizations with respect to any
ownership interest in or payments with respect to such Registered Global
Security, (y) any communication with or delivery of any notice (including
notices of redemption) with respect to the series of Securities represented by
the Registered Global Security to any Person having any ownership interest in
such Registered Global Security or to any of the Depository's participating
organizations or (z) any payment made on account of any beneficial ownership
interest in such Registered Global Security.

         (b)      If any Security of a series is issuable in the form of a
Registered Global Security or Securities, each such Registered Global Security
may provide that it shall represent the aggregate amount of Outstanding
Securities of such series from time to time endorsed thereon and may also
provide that the aggregate amount of Outstanding Securities of such series
represented thereby may from time to time be reduced to reflect exchanges. Any
endorsement of a Registered Global Security to reflect the amount of Outstanding
Securities of a series represented thereby shall be made by the Trustee and in
such manner as shall be specified on such Registered Global Security. Any
instructions by the Company with respect to a Registered Global Security, after
its initial issuance, shall be in writing but need not comply with Section 13.03
of this Indenture.

         (c)      Each Depository designated pursuant to the provisions of
Section 2.03 of this Indenture for a Registered Global Security must, at the
time of its designation and at all times while it serves as a depositary, be a
clearing agency registered under the Exchange Act, and any other applicable
statute or regulation. If at any time the Depository for the Securities of a
series notifies the Company that it is unwilling or unable to continue as
Depository for the Securities of such series or if at any time the Depository
for the Securities of such series shall no longer be eligible under this Section
2.12, the Company shall appoint a successor Depository with respect to the
Securities of such series. If a successor Depository for the Securities of such
series is not appointed by the Company within 90 days after the Company receives
such notice or learns of such ineligibility, the Company shall execute and the
Company shall direct the Trustee to authenticate and deliver definitive
Securities of such series in authorized denominations in exchange for the
Registered Global Security or Securities. Upon receipt of such direction, the
Trustee shall thereupon authenticate and deliver the definitive Securities of
such series in the same aggregate principal amount as the Registered Global
Security or Securities representing such series in exchange for such Registered
Global Security or Securities, in accordance with the provisions of subsection
(e) of this Section 2.12, without any further corporate action by the Company.

         (d)      The Company may at any time and in its sole discretion
determine that the Registered Securities of any series issued in the form of one
or more Registered Global

                                       19

<PAGE>

Securities shall no longer be represented by such Registered Global Security or
Securities. In such event, the Company will execute and upon receipt of a
written order from the Company, the Trustee shall thereupon authenticate and
deliver Securities of such series in definitive form and in authorized
denominations in an aggregate principal amount equal to the principal amount of
the Registered Global Security or Securities representing such series in
exchange for such Registered Global Security or Securities, in accordance with
the provisions of subsection (e) of this Section 2.12 without any further
corporate action by the Company.

         (e)      Upon any exchange hereunder of the Registered Global Security
or Securities for Securities in definitive form, such Registered Global Security
or Securities shall be canceled by the Trustee. Registered Securities issued
hereunder in exchange for the Registered Global Security or Securities shall be
registered in such names and in such authorized denominations as the Depository
for such Registered Global Security, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee. The Trustee
shall deliver such definitive Securities in exchange for the Registered Global
Security or Securities to the persons in whose name such definitive Securities
have been registered in accordance with the directions of the Depository.

         (f)      Any time the Registered Securities of any series are not in
the form of Registered Global Securities pursuant to the preceding two
paragraphs, the Company agrees to supply the Trustee with a reasonable supply of
certified Registered Securities without the legend required by this Section 2.12
and the Trustee agrees to hold such Registered Securities in safekeeping until
authenticated and delivered pursuant to the terms of this Indenture.

         If established by the Company pursuant to Section 2.03 with respect to
any Registered Global Security, the Depositary for such Registered Global
Security may surrender such Registered Global Security in exchange in whole or
in part for Securities of the same series and tenor in definitive registered
form on such terms as are acceptable to the Company and such Depositary.
Thereupon, the Company shall execute, and the Trustee shall authenticate and
deliver, without service charge,

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

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

         Registered Securities issued in exchange for a Registered Global
Security pursuant to this Section 2.12 shall be registered in such names and in
such authorized denominations as the Depositary for such Registered Global
Security, pursuant to instructions from its direct or indirect participants or
otherwise, shall instruct the Trustee or an agent of the Company or the Trustee.
The Trustee or such agent shall deliver such Securities to or as directed by the
Persons in whose names such Securities are so registered.

                                       20

<PAGE>

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

         Notwithstanding anything herein or in the forms or terms of any
Securities to the contrary, none of the Company, the Trustee or any agent of the
Company or the Trustee shall be required to exchange any Unregistered Security
for a Registered Security if such exchange would result in adverse Federal
income tax consequences to the Company (such as, for example, the inability of
the Company to deduct from its income, as computed for Federal income tax
purposes, the interest payable on the Unregistered Securities) under then
applicable United States Federal income tax laws. The Trustee and any such agent
shall be entitled to rely on an Officers' Certificate or an Opinion of Counsel
in determining such result.

         SECTION 2.13. CUSIP Numbers. The Company in issuing the Securities may
use "CUSIP" and "CINS" numbers (if then generally in use), and the Trustee shall
use CUSIP numbers or CINS numbers, as the case may be, in notices of redemption
or exchange as a convenience to Holders and no representation shall be made as
to the correctness of such numbers either as printed on the Securities or as
contained in any notice of redemption or exchange.

         SECTION 2.14. Series May Include Tranches. A series of Securities may
include one or more tranches (each a "tranche") of Securities, including
Securities issued in a Periodic Offering. The Securities of different tranches
may have one or more different terms, including authentication dates and public
offering prices, but all the Securities within each such tranche shall have
identical terms, including authentication date and public offering price.
Notwithstanding any other provision of this Indenture, with respect to Sections
2.05 (other than the fourth paragraph thereof) through 2.12, 3.01 through 3.05,
4.03, 6.01 through 6.12, 10.02 and 11.01 through 11.05, if any series of
Securities includes more than one tranche, all provisions of such sections
applicable to any series of Securities shall be deemed equally applicable to
each tranche of any series of Securities in the same manner as though originally
designated a series unless otherwise provided with respect to such series or
tranche pursuant to Section 2.03. In particular, and without limiting the scope
of the next preceding sentence, any of the provisions of such sections which
provide for or permit action to be taken with respect to a series of Securities
shall also be deemed to provide for and permit such action to be taken instead
only with respect to Securities of one or more tranches within that series (and
such provisions shall be deemed satisfied thereby), even if no comparable action
is taken with respect to Securities in the remaining tranches of that series.

                                  ARTICLE THREE

                   REDEMPTION OF SECURITIES AND SINKING FUNDS

         SECTION 3.01. Applicability of Article. The provisions of this Article
shall be applicable to the Securities of any series which are redeemable before
their Stated Maturity or to any sinking fund for the retirement of Securities of
a series except as otherwise specified as contemplated by Section 2.03 for
Securities of such series.

                                       21

<PAGE>

         SECTION 3.02. Notice of Redemption; Partial Redemptions. Notice of
redemption to the Holders of Registered Securities of any series to be redeemed
as a whole or in part at the option of the Company shall be given by mailing
notice of such redemption by first class mail, postage prepaid, at least 30 days
and not more than 60 days prior to the date fixed for redemption to such Holders
of Securities of such series at their last addresses as they shall appear upon
the Register. Notice of redemption to the Holders of Unregistered Securities to
be redeemed as a whole or in part, who have filed their names and addresses with
the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act shall be
given by mailing notice of such redemption, by first class mail, postage
prepaid, at least 30 days and not more than 60 prior to the date fixed for
redemption, to such Holders at such addresses as were so furnished to the
Trustee (and, in the case of any such notice given by the Company, the Trustee
shall make such information available to the Company for such purpose). Notice
of redemption to all other Holders of Unregistered Securities shall be published
in an Authorized Newspaper in the Borough of Manhattan, The City of New York and
in an Authorized Newspaper in London (and, if required by Section 4.09, in an
Authorized Newspaper in Luxembourg), in each case, once in each of three
successive calendar weeks, the first publication to be not less than 30 nor more
than 60 days prior to the date fixed for redemption. Any notice which is mailed
in the manner herein provided shall be conclusively presumed to have been duly
given, whether or not the Holder receives the notice. Failure to give notice by
mail, or any defect in the notice to the Holder of any Security of a series
designated for redemption as a whole or in part shall not affect the validity of
the proceedings for the redemption of such Security of such series.

         The notice of redemption to each such Holder shall specify the
principal amount of each Security of such series held by such Holder to be
redeemed, the date fixed for redemption, the redemption price, the place or
places of payment, that payment will be made upon presentation and surrender of
such Securities and, in the case of Securities with Coupons attached thereto, of
all Coupons appertaining thereto maturing after the date fixed for redemption,
that such redemption is pursuant to the mandatory or optional sinking fund, or
both, if such be the case, that interest accrued to the date fixed for
redemption will be paid as specified in such notice and that on and after said
date interest thereon or on the portions thereof to be redeemed will cease to
accrue. In case any Security of a series is to be redeemed in part only the
notice of redemption shall state the portion of the principal amount thereof to
be redeemed and shall state that on and after the date fixed for redemption,
upon surrender of such Security, a new Security or Securities of such series in
principal amount equal to the unredeemed portion thereof will be issued.

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

         On or before the redemption date specified in the notice of redemption
given as provided in this Section, the Company will deposit with the Trustee or
with one or more Paying Agents (or, if the Company is acting as its own Paying
Agent, set aside, segregate and holder in trust as provided in Section 4.05) an
amount of money sufficient to redeem on the redemption date all the Securities
of such series so called for redemption at the appropriate redemption price,
together with accrued interest to the date fixed for redemption. The Company
will deliver to the Trustee at least 70 days prior to the date fixed for
redemption, or such shorter period as shall be acceptable to the Trustee, an
Officer's Certificate stating the aggregate principal amount of

                                       22

<PAGE>

Securities to be redeemed. In case of a redemption at the election of the
Company prior to the expiration of any restriction on such redemption, the
Company shall deliver to the Trustee, prior to the giving of any notice of
redemption to Holders pursuant to this Section, an Officer's Certificate stating
that such restriction has been complied with.

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

         SECTION 3.03. Payment of Securities Called for Redemption. If notice of
redemption has been given as above provided, the Securities or portions of
Securities specified in such notice shall become due and payable on the date and
at the place stated in such notice at the applicable redemption price, together
with interest accrued to the date fixed for redemption, and on and after said
date (unless the Company shall default in the payment of such Securities at the
redemption price, together with interest accrued to said date) interest on the
Securities or portions of Securities so called for redemption shall cease to
accrue, and the unmatured Coupons, if any, appertaining thereto shall be void,
and, except as provided in Sections 7.05 and 11.04, such Securities shall cease
from and after the date fixed for redemption to be entitled to any benefit or
security under this Indenture, and the Holders thereof shall have no right in
respect of such Securities except the right to receive the redemption price
thereof and unpaid interest to the date fixed for redemption. On presentation
and surrender of such Securities at a place of payment specified in said notice,
together with all Coupons, if any, appertaining thereto maturing after the date
fixed for redemption, said Securities or the specified portions thereof shall be
paid and redeemed by the Company at the applicable redemption price, together
with interest accrued thereon to the date fixed for redemption; provided, that
payment of interest becoming due on or prior to the date fixed for redemption
shall be payable in the case of Securities with Coupons attached thereto, to the
Holders of the Coupons for such interest upon surrender thereof, and in the case
of Registered Securities, to the Holder of such Registered Securities registered
as such on the relevant record date, subject to the terms and provisions of
Section 2.03 and 2.07 hereof.

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

         If any Security with Coupons attached thereto is surrendered for
redemption and is not accompanied by all appurtenant Coupons maturing after the
date fixed for redemption, the surrender of such missing Coupon or Coupons may
be waived by the Company and the Trustee, if there be furnished to each of them
such security or indemnity as they may require to save each of them harmless.

                                       23

<PAGE>

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

         SECTION 3.04. Exclusion of Certain Securities From Eligibility for
Selection for Redemption. Securities shall be excluded from eligibility for
selection for redemption if they are identified by registration and certificate
number in an Officer's Certificate delivered to the Trustee at least 40 days
prior to the last date on which notice of redemption may be given as being owned
of record and beneficially by, and not pledged or hypothecated by, either (a)
the Company or (b) an entity specifically identified in such written statement
as directly or indirectly controlling or controlled by or under direct or
indirect common control with the Company.

         SECTION 3.05. Mandatory and Optional Sinking Funds. The minimum amount
of any sinking fund payment provided for by the terms of the 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 the
Securities of any series herein referred to as an "optional sinking fund
payment." The date on which a sinking fund payment is to be made is herein
referred to as the "sinking fund payment date."

         In lieu of making all or any part of any mandatory sinking fund payment
with respect to any series of Securities in cash, the Company may at its option
(a) deliver to the Trustee Securities of such series theretofore purchased or
otherwise acquired (except upon redemption pursuant to the mandatory sinking
fund) by the Company or receive credit for Securities of such series (not
previously so credited) theretofore purchased or otherwise acquired (except as
aforesaid) by the Company and delivered to the Trustee for cancellation pursuant
to Section 2.10, (b) receive credit for optional sinking fund payments (not
previously so credited) made pursuant to this Section, or (c) receive credit for
Securities of such series (not previously so credited) redeemed by the Company
through any optional redemption provision contained in the terms of such series.
Securities so delivered or credited shall be received or credited by the Trustee
at the sinking fund redemption price specified in such Securities.

         On or before the 60th day next preceding each sinking fund payment date
for any series, the Company will deliver to the Trustee an Officer's Certificate
(which need not contain the statements required by Section 13.03) (a) specifying
the portion of the mandatory sinking fund payment to be satisfied by payment of
cash and the portion to be satisfied by credit of Securities of such series and
the basis for such credit, (b) stating that none of the Securities of such
series has theretofore been so credited, (c) stating that no defaults in the
payment of interest or Events of Default with respect to such series have
occurred (which have not been waived or cured) and are continuing and (d)
stating whether or not the Company intends to exercise its right to make an
optional sinking fund payment with respect to such series and, if so, specifying
the amount of such optional sinking fund payment which the Company intends to
pay on or before the next succeeding sinking fund payment date. Any Securities
of such series to be credited and required to be delivered to the Trustee in
order for the Company to be entitled to credit therefor as aforesaid which have
not theretofore been delivered to the Trustee shall be delivered for
cancellation pursuant to Section 2.10 to the Trustee with such Officer's
Certificate (or reasonably promptly thereafter if acceptable to the Trustee).
Such Officer's Certificate shall be irrevocable and upon its receipt by the
Trustee the Company shall become unconditionally obligated to make

                                       24

<PAGE>

all the cash payments or payments therein referred to, if any, on or before the
next succeeding sinking fund payment date. Failure of the Company, on or before
any such 60th day, to deliver such Officer's Certificate and Securities
specified in this paragraph, if any, shall not constitute a default but shall
constitute, on and as of such date, the irrevocable election of the Company (i)
that the mandatory sinking fund payment for such series due on the next
succeeding sinking fund payment date shall be paid entirely in cash without the
option to deliver or credit Securities of such series in respect thereof and
(ii) that the Company will make no optional sinking fund payment with respect to
such series as provided in this Section.

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

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

                                       25

<PAGE>

         The Trustee shall not redeem or cause to be redeemed any Securities of
a series with sinking fund moneys or give any notice of redemption of Securities
for such series by operation of the sinking fund during the continuance of a
default in payment of interest on such Securities or of any Event of Default
except that, where the giving of notice of redemption of any Securities shall
theretofore have been made, the Trustee shall redeem or cause to be redeemed
such Securities, provided that it shall have received from the Company a sum
sufficient for such redemption. Except as aforesaid, any moneys in the sinking
fund for such series at the time when any such default or Event of Default shall
occur, and any moneys thereafter paid into the sinking fund, shall, during the
continuance of such default or Event of Default be deemed to have been collected
under Article 5 and held for the payment of all such Securities. In case such
Event of Default shall have been waived as provided in Section 6.09 or the
default cured on or before the sixtieth day preceding the sinking fund payment
date in any year, such moneys shall thereafter be applied on the next succeeding
sinking fund payment date in accordance with this Section to the redemption of
such Securities.

                                  ARTICLE FOUR

                       PARTICULAR COVENANTS OF THE COMPANY

         SECTION 4.01. Payment of Principal of and Interest on Securities. The
Company covenants that it will duly and punctually pay or cause to be paid the
principal of and any interest and premium on each of the Securities in
accordance with the terms of the Securities and in the Coupons, if any,
appertaining thereto and this Indenture. Except with respect to any Registered
Global Securities, if the Securities of any series bear interest, each
installment of interest on the Securities of such series may, at the option of
the Company, be paid by mailing a check or checks for such interest payable to
the Person entitled thereto pursuant to Section 2.07 to the address of such
Person as it appears on the Register of such series on the applicable Record
Date for such interest payment. The interest on Securities with Coupons attached
(together with any additional amounts payable pursuant to the terms of such
Securities) shall be payable only upon presentation and surrender of the several
Coupons for such interest installments as are evidenced thereby as they
severally mature. If any temporary Unregistered Security provides that interest
thereon may be paid while such Security is in temporary form, the interest on
any such temporary Unregistered Security (together with any additional amounts
payable pursuant to the terms of such Security) shall be paid, as to the
installments of interest evidenced by Coupons attached thereto, if any, only
upon presentation and surrender thereof, and, as to the other installments of
interest, if any, only upon presentation of such Securities for notation thereon
of the payment of such interest, in each case subject to any restrictions that
may be established pursuant to Section 2.03. The interest, if any, on Registered
Securities (together with any additional amounts payable pursuant to the terms
of such Securities) shall be payable only to or upon the written order of the
Holders thereof and, at the option of the Company, may be paid by wire transfer
or by mailing checks for such interest payable to or upon the written order of
such Holders at their last addresses as they appear on the Register of the
Company.

         SECTION 4.02. Corporate Existence of the Company; Consolidation,
Merger, Sale or Transfer. The Company covenants that so long as any of the
Securities are Outstanding, it will maintain its existence, will not dissolve,
sell or otherwise dispose of all or substantially all of its assets and will not
consolidate with or merge into another entity or permit one or more other

                                       26

<PAGE>

entities to consolidate with or merge into it; provided that the Company may,
without violating the covenants in this Section 4.02 contained, consolidate with
or merge into another entity or permit one or more other entities to consolidate
with or merge into it, or sell or otherwise transfer to another entity all or
substantially all of its assets as an entirety and thereafter dissolve, if the
surviving, resulting or transferee entity, as the case may be, (i) shall be
organized and existing under the laws of one of the States of the United States
of America, (ii) assumes, if such entity is not the Company, all of the
obligations of the Company hereunder and (iii) is not, after such transaction,
otherwise in default under any provisions hereof.

         SECTION 4.03. Maintenance of Offices or Agencies for Transfer,
Registration, Exchange and Payment of Securities. So long as any of the
Securities shall remain Outstanding, the Company covenants that it will cause
the Trustee to maintain an office or agency in either The City of New York,
State of New York, or the City and County of Los Angeles, State of California,
where the Securities may be presented for registration, exchange and transfer as
in this Indenture provided, and where notices and demands to or upon the Trustee
in respect of the Securities or of this Indenture may be served, and where the
Securities may be presented for payment. In case the Trustee shall fail to
maintain any such office or agency, presentations and demands may be made and
notices may be served at the principal office of the Company.

         The Company will maintain one or more agencies in a city or cities
located outside the United States (including any city in which such an agency is
required to be maintained under the rules of any stock exchange on which the
Securities of any series are listed) where the Unregistered Securities, if any,
of each series and Coupons, if any, appertaining thereto may be presented for
payment. No payment on any Unregistered Security or Coupon will be made upon
presentation of such Unregistered Security or Coupon at an agency of the Company
within the United States nor will any payment be made by transfer to an account
in, or by mail to an address in, the United States unless, pursuant to
applicable United States laws and regulations then in effect, such payment can
be made without adverse tax consequences to the Company. Notwithstanding the
foregoing, if full payment in United States Dollars at each agency maintained by
the Company outside the United States for payment on such Unregistered
Securities or Coupons appertaining thereto is illegal or effectively precluded
by exchange controls or other similar restrictions, payments in United States
Dollars of Unregistered Securities of any series and coupons appertaining
thereto which are payable in United States Dollars may be made at an agency of
the Company maintained in the City of New York.

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

         The Company will give to the Trustee written notice of the location of
each such office or agency and of any change of location thereof. In case the
Company shall fail to maintain any agency required by this Section to be located
in the Borough of Manhattan, The City of New York or the City and County of Los
Angeles, or shall fail to give such notice of the location or for any change in
the location of any of the above agencies, presentations and demands may be made
and notices may be served at the Principal Office of the Trustee.

         The Company may from time to time designate one or more additional
offices or agencies where the Securities of a series and any Coupons
appertaining thereto may be presented

                                       27

<PAGE>

for payment, where the Securities of that series may be presented for exchange
as provided in this Indenture and pursuant to Section 2.04 and where the
Registered Securities of that series may be presented for registration of
transfer as in this Indenture provided, and the Company may from time to time
rescind any such designation, as the Company may deem desirable or expedient;
provided, that no such designation or rescission shall in any manner relieve the
Company of its obligations to maintain the agencies provided for in this
Section. The Company shall give to the Trustee prompt written notice of any such
designation or rescission thereof.

         SECTION 4.04. Appointment to Fill a Vacancy in the Office of Trustee.
The Company, whenever necessary to avoid or fill a vacancy in the office of
Trustee, covenants that it will appoint, in the manner provided in Section 7.10,
a Trustee, so that there shall at all times be a Trustee with respect to the
Outstanding Securities.

         SECTION 4.05. Duties of Paying Agent. (a) If the Company shall appoint
a Paying Agent other than the Trustee with respect to Securities of any series,
it will cause such Paying Agent to execute and deliver to the Trustee an
instrument in which such agent shall agree with the Trustee, subject to the
provisions of this Section 4.05 and Section 11.04,

                  (1)      that it will hold all sums held by it as such agent
for the payment of the principal of or interest, if any, on the Securities of
such series (whether such sums have been paid to it by the Company or by any
other obligor on the Securities of such series) in trust for the benefit of the
Holders of the Securities entitled to such principal or interest and will notify
the Trustee of the receipt of sums to be so held,

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

                  (3)      that it will at any time during the continuance of
any Event of Default, upon the written request of the Trustee, deliver to the
Trustee all sums so held in trust by it.

         (b)      Whenever the Company shall have one or more Paying Agents with
respect to the Securities of any series, it will, prior to each due date of the
principal of or any interest on the Securities of such series, deposit with a
Paying Agent of such series a sum sufficient to pay the principal or interest so
becoming due, such sum to be held in trust for the benefit of the Holders of
Securities entitled to such principal or interest, and (unless such Paying Agent
is the Trustee) the Company will promptly notify the Trustee of its action or
failure so to act.

         (c)      If the Company shall act as its own Paying Agent with respect
to the Securities of any series, it will, on or before each due date of the
principal of or interest on the Securities of such series, set aside, segregate
and hold in trust for the benefit of the Holders of the Securities of such
series or the Coupons appertaining thereto a sum sufficient to pay such
principal or interest so becoming due. The Company will promptly notify the
Trustee of any failure to take such action.

         (d)      Anything in this Section 4.05 to the contrary notwithstanding,
the Company may, at any time, for the purpose of obtaining a satisfaction and
discharge of this Indenture with respect to one or more or all series of
Securities hereunder, or for any other reason, pay or cause

                                       28

<PAGE>

to be paid to the Trustee all sums held in trust for such series by it, or any
Paying Agent hereunder, as required by this Section 4.05, and such sums are to
be held by the Trustee upon the trust herein contained.

         SECTION 4.06. Notice of Default. The Company covenants that, as soon as
is practicable, the Company will furnish the Trustee notice of any event which
is an Event of Default or which with the giving of notice or the passage of time
or both would constitute an Event of Default which has occurred and is
continuing on the date of such notice, which notice shall set forth the nature
of such event and the action which the Company proposes to take with respect
thereto.

         SECTION 4.07. Maintenance of Properties. The Company will cause all
properties used in or useful in the conduct of its business to be maintained and
kept in good condition, repair, and working order and supplied with all
necessary equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company may be necessary, so that the business carried on in connection
therewith may be properly and advantageously conducted at all time except to the
extent that the Company may be prevented from so doing by circumstances beyond
its control; provided, that nothing in this Section shall prevent the Company
from discontinuing the operation or maintenance of any of such properties, or
disposing of any of them, if such discontinuance or disposal is, in the judgment
of the Company desirable in the conduct of the business of the Company and not
disadvantageous in any material respect to the Securityholders.

         SECTION 4.08. Payment of Taxes and Other Claims. The Company will pay
or discharge or cause to be paid or discharged, before the same shall become
delinquent: (a) all taxes, assessments and governmental charges levied or
imposed upon the Company or upon the income, profits or property of the Company;
and (b) all lawful claims for labor, materials, and supplies, which, if unpaid,
might by law become a lien upon the property of the Company; provided, that the
Company shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim whose amount, applicability
or validity is being contested in good faith by appropriate proceedings; and
provided further that the Company shall not be required to cause to be paid or
discharged any such tax, assessment, charge or claim if the Company shall
determine that such payment is not advantageous to the conduct of the business
of the Company taken as a whole and that the failure so to pay or discharge is
not disadvantageous in any material respect to the Securityholders.

         SECTION 4.09. Luxembourg Publications. In the event of the publication
of any notice pursuant to Section 3.02, 6.10, 7.10(a), 7.11 and 10.02, the party
making such publication in the Borough of Manhattan, The City of New York and
London shall also, to the extent that notice is required to be given to Holders
of Securities of any series by applicable Luxembourg law or stock exchange
regulation, as evidenced by an Officer's Certificate delivered to such party,
make a similar publication in Luxembourg.

                                       29

<PAGE>

                                  ARTICLE FIVE

                       SECURITYHOLDERS' LISTS AND REPORTS
                         BY THE COMPANY AND THE TRUSTEE

         SECTION 5.01. Company to Furnish Trustee Information as to the Names
and Addresses of Securityholders. The Company will furnish or cause to be
furnished to the Trustee, not less than 45 days nor more than 60 days after each
date (month and day) specified as an Interest Payment Date for the Securities of
the first series issued under this Indenture (whether or not any Securities of
that series are then Outstanding), but in no event less frequently than
semiannually, and at such other times as the Trustee may request in writing,
within 30 days after receipt by the Company of any such request, a list in such
form as the Trustee may reasonably require containing all the information in the
possession or control of the Company, or any of its Paying Agents other than the
Trustee, as to the names and addresses of the Holders of Securities, obtained
since the date as of which the next previous list, if any, was furnished,
excluding from any such list the names and addresses received by the Trustee in
its capacity as registrar (if so acting). Any such list may be dated as of a
date not more than 15 days prior to the time such information is furnished and
need not include information received after such date.

         SECTION 5.02. Preservation of Information; Communication to
Securityholders. (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of the Holders of Securities of
each series (1) contained in the most recent list furnished to it as provided in
Section 5.01, (2) received by the Trustee in the capacity of Paying Agent or
registrar (if so acting) and (3) filed with the Trustee within the two preceding
years as provided for in Section 5.04(c). The Trustee may destroy any list
furnished to it as provided in Section 5.01 upon receipt of a new list so
furnished.

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

                  (1)      afford such applicants access to the information
preserved at the time by the Trustee in accordance with the provisions of
subsection (a) of this Section 5.02; or

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

         If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each of the Holders of Securities of such series, or all Securities, as
the case may be, whose name and address appear in the information preserved at
the time by the Trustee in accordance with the provisions of subsection (a) of
this Section 5.02, a copy of the form of proxy or other communication which is
specified in such request, with reasonable promptness after a tender to the
Trustee of the material to be mailed and of payment, or provision for the
payment, of the reasonable expenses of mailing, unless within five days after
such tender, the Trustee shall mail to such applicants and

                                       30

<PAGE>

file with the Commission, together with a copy of the material to be mailed, a
written statement to the effect that, in the opinion of the Trustee, such
mailing would be contrary to the best interests of the Holders of Securities of
such series or all Securities, as the case may be, or would be in violation of
applicable law. Such written statement shall specify the basis of such opinion.
If the Commission, after opportunity for a hearing upon the objections specified
in the written statement so filed, shall enter an order refusing to sustain any
of such objections or if, after the entry of an order sustaining one or more of
such objections, the Commission shall find, after notice and opportunity for
hearing, that all the objections so sustained have been met and shall enter an
order so declaring, the Trustee shall mail copies of such material to all such
Securityholders with reasonable promptness after the entry of such order and the
renewal of such tender; otherwise the Trustee shall be relieved of any
obligation or duty to such applicants respecting their application.

         (c)      Each and every Holder of the Securities, by receiving and
holding the same, agrees with the Company and the Trustee that neither the
Company nor the Trustee nor any Paying Agent nor any registrar shall be held
accountable by reason of the disclosure of any such information as to the names
and addresses of the Holders of Securities in accordance with the provisions of
subsection (b) of this Section 5.02, 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 said subsection
(b).

         SECTION 5.03. Reports by Company. (a) The Company covenants and agrees
to 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 Exchange Act; or, if the Company
is not required to file information, documents or reports pursuant to either of
such sections, then to file with the Trustee and the 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 Exchange Act in respect of a security
listed and registered on a national securities exchange as may be prescribed
from time to time in such rules and regulations.

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

         (c)      The Company covenants and agrees to transmit to the Holders of
Securities within 30 days after the filing thereof with the Trustee, in the
manner and to the extent provided in subsection (c) of Section 5.04 with respect
to reports pursuant to subsection (a) of said Section 5.04, such summaries of
any information, documents and reports required to be filed by the Company
pursuant to subsections (a) and (b) of this Section 5.03 as may be required by
rules and regulations prescribed from time to time by the Commission.

                                       31

<PAGE>

         (d)      The Company and any other obligor on the Securities each
covenant and agree to furnish to the Trustee, not less than annually, a brief
certificate from the principal executive officer, principal financial officer or
principal accounting officer as to his or her knowledge of the Company's
compliance with all conditions and covenants of this Indenture (which compliance
shall be determined without regard to any period of grace or requirement of
notice as provided in this Indenture). Such certificates need not comply with
Section 13.03 of this Indenture.

         SECTION 5.04. Reports by Trustee. (a) On or before the first July 15th
following the date of execution of this Indenture, and on or before July 15 in
every year thereafter, if and so long as any Securities are Outstanding
hereunder, the Trustee shall transmit to the Securityholders as hereinafter in
this Section 5.04 provided, a brief report dated as of the preceding May 15 with
respect to any of the following events which may have occurred within the
previous 12 months (but if no such event has occurred within such period no
report need be transmitted):

                  (1)      any change to its eligibility under Section 7.09, and
its qualifications under Section 7.08;

                  (2)      the creation of or any material change to a
relationship specified in paragraph (1) through (10) of Section 7.08(d);

                  (3)      the character and amount of any advances (and if the
Trustee elects so to state, the circumstances surrounding the making thereof)
made by the Trustee (as such) which remain unpaid on the date of such report,
and for the reimbursement of which it claims or may claim a lien or charge,
prior to that of the Securities of any series, on any property or funds held or
collected by it as Trustee, except that the Trustee shall not be required (but
may elect) to state such advances if such advances so remaining unpaid aggregate
not more than one-half of one percent of the principal amount of the Securities
of such series Outstanding on the date of such report;

                  (4)      the amount, interest rate and maturity date of all
other indebtedness owing by the Company (or by any other obligor on the
Securities) to the Trustee in its individual capacity, on the date of such
report, with a brief description of any property held as collateral security
therefor, except indebtedness based upon a creditor relationship arising in any
manner described in paragraph (2), (3), (4) or (6) of subsection (b) of Section
7.13;

                  (5)      any change to the property and funds, if any,
physically in the possession of the Trustee (as such) on the date of such
report;

                  (6)      any additional issue of Securities which the Trustee
has not previously reported; and

                  (7)      any action taken by the Trustee in the performance of
its duties under this Indenture which it has not previously reported and which
in its opinion materially affects the Securities, except action in respect of a
default, notice of which has been or is to be withheld by it in accordance with
the provisions of Section 6.10.

                                       32

<PAGE>

         (b)      The Trustee shall transmit to the Securityholders, as
hereinafter provided, a brief report with respect to the character and amount of
any advances (and if the Trustee elects so to state, the circumstances
surrounding the making thereof) made by the Trustee (as such) since the date of
the last report transmitted pursuant to the provisions of subsection (a) of this
Section 5.04 (or if no such report has yet been so transmitted, since the date
of execution of this Indenture), for the reimbursement of which it claims or may
claim a lien or charge prior to that of the Securities of any series on property
or funds held or collected by it as Trustee, and which it has not previously
reported pursuant to this subsection, except that the Trustee shall not be
required (but may elect) to report such advances if such advances remaining
unpaid at any time aggregate ten percent or less of the principal amount of
Securities of such series Outstanding at such time, such report to be
transmitted within 90 days after such time.

         (c)      Reports pursuant to this Section 5.04 shall be transmitted by
mail (i) to all Holders of Securities of any series, as the names and addresses
of such Holders shall appear upon the Register of the Securities of such series,
(ii) to such Holders of Securities as have, within the two years preceding such
transmission, filed their names and addresses with the Trustee for that purpose
and (iii) except in the case of reports pursuant to subsection (b) of this
Section 5.04 to each Holder whose name and address are preserved at the time by
the Trustee as provided in Section 5.02(a) hereof.

         (d)      A copy of each such report shall, at the time of such
transmission to Securityholders, be filed by the Trustee with each stock
exchange upon which the Securities of any series are listed and also with the
Commission. The Company will notify the Trustee when and as the Securities of
any series become listed on any stock exchange.

                                   ARTICLE SIX

                           REMEDIES OF THE TRUSTEE AND
                       SECURITYHOLDERS ON EVENT OF DEFAULT

         SECTION 6.01. Events of Default; Acceleration, Waiver of Default and
Restoration of Position and Rights. The term "Event of Default" whenever used
herein with respect to any particular series of Securities shall mean any one of
the following events:

         (a)      default in the payment of any installment of interest on any
Security of such series as and when the same shall become due and payable, and
continuance of such default for a period of 30 days provided however, that an
extension of one or more Interest Payment Dates by the Company in accordance
with the provisions of any Supplemental Indenture, shall not constitute an Event
of Default; or

         (b)      default in the payment of all or any part of the principal of
or any premium on any Security of such series as and when the same shall become
due and payable whether at maturity, by proceedings for redemption, by
declaration or otherwise, provided however, that an extension of the Stated
Maturity for payment of principal of Securities of such series in accordance
with the provisions of any Supplemental Indenture, shall not constitute an Event
of Default; or

         (c)      default in the satisfaction of any sinking fund payment
obligation relating to such series of Securities, when and as such obligation
shall become due and payable provided

                                       33

<PAGE>

however, that an extension of the Stated Maturity for payment of any sinking
fund payment with respect to Securities of such series in accordance with the
provisions of any Supplemental Indenture, shall not constitute an Event of
Default; or

         (d)      failure on the part of the Company to observe or perform in
any material respect any other of the covenants or agreements on its part in the
Securities or in this Indenture (including any Supplemental Indenture or
pursuant to any Officer's Certificate, as contemplated by Section 2.03)
specifically contained for the benefit of the Holders of the Securities of such
series, 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 not less than 25% in principal amount of the Securities of
such series and all other series so benefited (all series voting as one class)
at the time Outstanding under this Indenture a written notice specifying such
failure and stating that such is a "Notice of Default" hereunder; or

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

         (f)      the commencement by the Company of a voluntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or the Company's consent to the entry of an order for relief in any
involuntary case under any such law, or its consent to the appointment of or
taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or similar official) of the Company or for any substantial part of
its property, or the making by the Company of any general assignment for the
benefit of creditors, or its failure generally to pay its debts as they become
due or the taking by the Company of any corporate action in furtherance of any
of the foregoing; or

         (g)      any other Event of Default provided in the Officer's
Certificate or Supplemental Indenture under which such series of is issued or in
the form of Security for such series.

         If an Event of Default described in clause (a), (b) or (c) shall have
occurred and be continuing with respect to any one or more series of Outstanding
Securities, then and in each and every such case, unless the principal amount of
all the Securities of each series as to which there is an Event of Default shall
have already become due and payable, either the Trustee or the Holders of not
less than 25% in principal amount of the Securities of such series then
Outstanding hereunder (each such series voting as a separate class) by notice in
writing to the Company (and to the Trustee if given by Securityholders) may
declare the principal amount (or, if the Securities of any such series are
Original Issue Discount Securities, such portion of the principal amount as may
be specified in the terms of such series) of all the Securities of such series,
together with any accrued interest, to be due and payable immediately, and upon
any such declaration the same shall be immediately due and payable, anything in
this Indenture or in the Securities of such series contained to the contrary
notwithstanding.

         Except as otherwise provided in the terms of any series of Securities
pursuant to Section 2.03, if an Event of Default described in clause (d) or (g)
above with respect to all series

                                       34

<PAGE>

of Securities then Outstanding, occurs and is continuing, then, and in each and
every such case, unless the principal of all of the Securities shall have
already become due and payable, either the Trustee or the Holders of not less
than 25% in aggregate principal amount of all of the Securities then Outstanding
hereunder (treated as one class) by notice in writing to the Company (and to the
Trustee if given by Securityholders), may declare the entire principal (or, if
the Securities of any series are Original Issue Discount Securities, such
portion of the principal amount as may be specified in the terms of such series)
of all of the Securities then Outstanding, and the interest accrued thereon, if
any, to be due and payable immediately, and upon such declaration, the same
shall become immediately due and payable. If an Event of Default described in
clause (e) or (f) above occurs and is continuing, then the principal amount of
all of the Securities then Outstanding, and the interest accrued thereon, if
any, shall become and be immediately due and payable without any declaration or
other act on the part of the Trustee or any Holder.

         If an Event of Default described in clause (d) or (g) occurs and is
continuing, which Event of Default is with respect to less than all series of
Securities then Outstanding, then, and in each and every such case, except for
any series of Securities the principal of which shall have already become due
and payable, either the Trustee or the Holders of not less than 25% in aggregate
principal amount of the Securities of each such affected series then Outstanding
hereunder (each such series voting as a separate class) by notice in writing to
the Company (and to the Trustee if given by Securityholders), may declare the
entire principal (or, if the Securities of such series are Original Issue
Discount Securities, such portion of the principal amount as may be specified in
the terms of such series) of all Securities of such series, and the interest
accrued thereon, if any, to be due and payable immediately, and upon any such
declaration, the same shall become immediately due and payable.

         The foregoing provisions, however, are subject to the condition that
if, at any time after the principal amount (or, if the Securities are Original
Issue Discount Securities, such portion of the principal as may be specified in
the terms thereof of the Securities of any one or more series (or of all the
Securities, as the case may be) shall have been so declared due and payable, and
before any judgment or decree for the payment of moneys due shall have been
obtained or entered as hereinafter provided, the Company shall pay or shall
deposit with the Trustee a sum sufficient to pay all matured installments of
interest upon all the Securities of such series (or upon all the Securities, as
the case may be) and the principal of any and all Securities of such series (or
of any and all the Securities, as the case may be) which shall have become due
otherwise than by declaration (with interest on overdue installments of interest
to the extent permitted by law and on such principal at the rate or rates of
interest borne by, or prescribed therefor in the Securities of such series to
the date of such payment or deposit) and interest upon such principal and, to
the extent that payment of such interest is enforceable under applicable law, on
overdue installments of interest, at the same rate as the rate of interest or
Yield to Maturity (in the case of Original Issue Discount Securities) specified
in the Securities of such series (or at the respective rates of interest or
Yields to Maturity of all the Securities, as the case may be) to the date of
such payment or deposit; and the amounts payable to the Trustee under Section
7.06 and any and all defaults under the Indenture with respect to Securities of
such series (or all Securities, as the case may be), other than the non- payment
of principal of and any accrued interest on Securities of such series (or any
Securities, as the case may be) which shall have become due by declaration shall
have been cured, remedied or waived as provided in Section 6.09 -- then and in
every such case the Holders of a majority in principal amount of the

                                       35

<PAGE>

Securities of such series (or of all the Securities, as the case may be) then
Outstanding (such series or all series voting as one class if more than one
series are so entitled) by written notice to the Company and to the Trustee, may
rescind and annul such declaration and its consequences; but no such rescission
and annulment shall extend to or shall affect any subsequent default, or shall
impair any right consequent thereon.

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

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

         SECTION 6.02. Covenant of Company to Pay to Trustee Whole Amount Due on
Securities on Default in Payment of Interest or Principal. The Company covenants
that:

                  (a)      in case default shall be made in the payment of any
installment of interest on any of the Securities of any series as and when the
same shall become due and payable and which payment has not been extended in
accordance with the provisions of a Supplemental Indenture, and such default
shall have continued for a period of 30 days; or

                  (b)      in case default shall be made in the payment of all
or any part of the principal of any of the Securities of any series when the
same shall have become due and payable and which payment has not been extended
in accordance with the provisions of a Supplemental Indenture, whether at the
Stated Maturity of such series or by any call for redemption or by declaration
of acceleration or otherwise; or

                  (c)      in case default shall be made in the satisfaction of
any sinking fund obligation when and as such obligation becomes due and payable
and which payment has not been extended in accordance with the provisions of a
Supplemental Indenture, upon demand of the Trustee, the Company will pay to the
Trustee, for the benefit of the Holders of the Securities of such series, the
whole amount that then shall have become due and payable on all such Securities
of such series and such Coupons, for principal (and any premium) and interest
and for any overdue sinking fund payment together with interest upon the overdue
principal and installments of interest (to the extent permitted by law) at the
rate or rates of interest borne by or Yield to Maturity (in the case of Original
Issue Discount Securities), or prescribed therefor in,

                                       36

<PAGE>

the Securities of such series; and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expense of collection, including a
reasonable compensation to the Trustee, its agents and counsel, and any expenses
or liabilities incurred, and all advances made, by the Trustee hereunder other
than through its negligence or bad faith.

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

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

         SECTION 6.03. Trustee May File Proofs of Claim. In case of the pendency
of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other similar 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 or interest) shall be entitled and
empowered, to the fullest extent permitted by law, by intervention in such
proceeding or otherwise:

                  (a)      to file and prove a claim for the whole amount of
principal (and premium, if any) and interest owing and unpaid in respect of the
Securities (or, if the Securities are Original Issue Discount Securities, such
portion of the principal amount as may be specified in the terms of such
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

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.06.

                                       37

<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 any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

         SECTION 6.04. Trustee May Enforce Claims Without Possession of
Securities. All rights of action and claims under this Indenture or the
Securities of any series or Coupons appertaining to such Securities, may be
prosecuted and enforced by the Trustee to the fullest extent permitted by law
without the possession of any of the Securities of any series or Coupons
appertaining to such Securities, or the production thereof in any proceeding
relating thereto, and any such proceeding instituted by the Trustee shall be
brought in its own name as trustee of an express trust, and any recovery of
judgment shall, after provision for 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 or Coupons in respect
of which such judgment has been recovered.

         SECTION 6.05. Application of Moneys Collected by Trustee. Any moneys
collected by the Trustee pursuant to Section 6.02 shall be applied in the order
following, at the date or dates fixed by the Trustee for the distribution of
such moneys, upon presentation of the several Securities or Coupons appertaining
to such Securities in respect of which moneys have been collected, and stamping
thereon the payment, if only partially paid, and upon surrender thereof if fully
paid:

                  FIRST: To the payment of all amounts due to the Trustee under
Section 7.06;

                  SECOND: In case the principal of the Outstanding Securities in
respect of which moneys have been collected shall not have become due and be
unpaid, to the payment of any interest on such Securities, in the order of the
maturity of the installments of such interest, with interest upon the overdue
installments of interest (so far as permitted by law and to the extent that such
interest has been collected by the Trustee at the rate or rates of interest
borne by or Yield to Maturity (in the case of Original Issue Discount
Securities) of such Securities or prescribed therefor therein) such payments to
be made ratably to the Persons entitled thereto, without discrimination or
preference;

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

                                       38

<PAGE>

                  FOURTH: To the payment of the remainder, with appropriate
interest to the Company or its successors or assigns, or to whomsoever may be
lawfully entitled to receive the same, or as a court of competent jurisdiction
may direct.

         SECTION 6.06. Limitation on Suits by Holders of Securities. No Holder
of any Security of any series or of any Coupon appertaining thereto shall have
any right by virtue or by availing of any provision of this Indenture to
institute any suit, action or proceeding in equity or at law upon or under or
with respect to this Indenture or for the appointment of a receiver or trustee,
or for any other remedy hereunder, unless such Holder previously shall have
given to the Trustee written notice of a continuing Event of Default, as
hereinbefore provided, and unless also the Holders of not less than 25% in
principal amount of the Securities of such series then Outstanding shall have
made written request upon the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby (including the reasonable fees
of counsel for the Trustee), and the Trustee, for 60 days after its receipt of
such notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding and no direction inconsistent with
such written request shall have been given to the Trustee pursuant to this
Section 6.06; it being understood and intended, and being expressly covenanted
by the taker and Holder of every Security or Coupon with every other taker and
Holder and the Trustee, that no one or more Holders of Securities of any series
or Coupons appertaining to such Securities shall have any right in any manner
whatever by virtue or by availing of any provision of this Indenture to affect,
disturb or prejudice the rights of the Holders of any other of such Securities
or Coupons appertaining to such Securities, or to obtain or seek to obtain
priority over or preference to any other such Holder, or to enforce any right
under this Indenture, except in the manner herein provided and for the equal,
ratable and common benefit of all Holders of Securities of the applicable series
and Coupons appertaining to such Securities. For the protection and enforcement
of the provisions of this Section 6.06, each and every Holder and the Trustee
shall be entitled to such relief as can be given either at law or in equity.

         Notwithstanding any other provisions in this Indenture, the right of
any Holder of any Security or Coupon to receive payment of the principal of and
interest on such Security or Coupon on or after the respective due dates
expressed in such Security (or, in the case of redemption, on or after the date
fixed for redemption), or to institute suit for the enforcement of any such
payment on or after such respective dates shall not be impaired or affected
without the consent of such Holder.

         SECTION 6.07. Rights and Remedies Cumulative. All powers and remedies
given by this Article Six to the Trustee or to the Holders shall, to the extent
permitted by law, be deemed cumulative and not exclusive of any thereof or of
any other powers and remedies available to the Trustee or the Holders, by
judicial proceedings or otherwise, to enforce the performance or observance of
the covenants and agreements contained in this Indenture, and no delay or
omission of the Trustee or of any Holder of any of the Securities or Coupons to
exercise any right or power accruing upon any default occurring and continuing
as aforesaid shall impair any such right or power, or shall be construed to be a
waiver of any such default or an acquiescence therein; and, subject to the
provisions of Section 6.06, every power and remedy given by this Article Six or
by law to the Trustee or to the Holders may be exercised from time to time, and
as

                                       39

<PAGE>

often as shall be deemed expedient, by the Trustee or by the Holders. 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 6.08. Delay or Omission Not Waiver. No delay or omission of the
Trustee or of any Holder of any Securities or Coupons 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.
Subject to the provisions of Section 6.06, every right and remedy given by this
Article Six or by law to the Trustee or to the Holders may be exercised from
time to time, and as often as may be deemed expedient, by the Trustee or by the
Holders, as the case may be.

         SECTION 6.09. Control by Holders; Waiver of Past Defaults. The Holders
of a majority in principal amount of the Securities of all series (voting as one
class) at the time Outstanding (determined as provided in Section 8.04) shall
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee; provided, however, that, subject to Section 7.01 the
Trustee shall have the right to decline to follow any such direction if the
Trustee in reliance upon an Opinion of Counsel determines that the action so
directed may not lawfully be taken, or if the Trustee in good faith shall, by a
Responsible Officer or Officers of the Trustee, determine that the proceedings
so directed would be illegal or involve it in personal liability or be unduly
prejudicial to the rights of Holders not parties to such direction, and provided
further that nothing in this Indenture shall impair the right of the Trustee to
take any action deemed proper by the Trustee and which is not inconsistent with
such direction by the Holders.

         The Company may set a special record date for purposes of determining
the identity of the Holders of Securities entitled to vote or consent to any
action by vote or consent authorized or permitted by this Section 6.09. Such
record date shall be the later of 15 days prior to the first solicitation of
such consent or the date of the most recent list of Holders furnished to the
Trustee pursuant to Section 5.01 of this Indenture prior to such solicitation.

         The Holders of not less than a majority in principal amount of the
Securities of any series at the time Outstanding (determined as provided in
Section 8.04) may on behalf of the Holders of all the Securities of such series
waive any past Event of Default with respect to such series and its consequences
(subject to Section 6.02), except a continuing Event of Default specified in
Section 6.01(a), (b) or (c), or in respect of a covenant or provision of this
Indenture which under Article Ten cannot be modified or amended without the
consent of the Holder of each Security so affected. Upon any such waiver, the
Company, the Trustee and the Holders of the Securities of such series shall be
restored to their former positions and rights hereunder, respectively, and such
Event of Default shall be deemed to have been cured and not continuing for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other Event of Default or impair any right consequent thereon.

         SECTION 6.10. Trustee to Give Notice of Defaults Known to it, but May
Withhold in Certain Circumstances. The Trustee shall, within 90 days after the
occurrence of a default with respect to the Securities of any series, give
notice of all defaults with respect to that series known to the Trustee (i) if
any Unregistered Securities of that series are then Outstanding, to the Holders
thereof, by publication at least once in an Authorized Newspaper in the Borough
of Manhattan,

                                       40

<PAGE>

The City of New York and at least once in an Authorized Newspaper in London
(and, if required by Section 4.09, at least once in an Authorized Newspaper in
Luxembourg) and (ii) to all Holders of Securities of such series in the manner
and to the extent provided in Section 313(c) of the Trust Indenture Act, unless
in each case such defaults shall have been cured before the mailing or
publication of such notice (the term "default" for the purpose of this Section
being hereby defined to mean any event or condition which is, or with notice or
lapse of time or both would become, an Event of Default); provided, that, except
in the case of default in the payment of the principal of or interest on any of
the Securities of such series, or in the payment of any sinking fund installment
on such series, the Trustee shall be protected in withholding such notice if and
so long as the board of directors, the executive committee, or a trust committee
of directors or trustees and/or Responsible Officers of the Trustee in good
faith determines that the withholding of such notice is in the interests of the
Securityholders of such series.

         SECTION 6.11. Requirement of an Undertaking to Pay Costs in Certain
Suits Under the Indenture or Against the Trustee. All parties to this Indenture
agree, and each Holder of any Security by such Holder's acceptance thereof shall
be deemed to have agreed, that any court may in its discretion require, in any
suit for the enforcement of any right or remedy under this Indenture, or in any
suit against the Trustee for any action taken or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of
such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant; but the provisions of this Section 6.11 shall not apply to
any suit instituted by the Trustee, to any suit instituted by any Holder of
Securities of any series, or group of such Holders, holding in the aggregate
more than ten percent in principal amount of the Securities of such series
Outstanding, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of or any interest or premium on any Security, on or
after the due date expressed in such Security or for such interest (or in the
case of any redemption, on or after the dated fixed for redemption).

         SECTION 6.12. Waiver of 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 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
they will not hinder, delay or impede the execution of any power herein granted
to the Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.

                                  ARTICLE SEVEN

                             CONCERNING THE TRUSTEE

         SECTION 7.01. Certain Duties and Responsibilities of Trustee. The
Trustee, prior to the occurrence of an Event of Default and after the curing,
remedying or waiving of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture. In case an Event of Default has occurred (which has not
been cured, remedied or waived), the Trustee shall exercise such of the rights
and powers vested

                                       41

<PAGE>

in it by this Indenture, and use the same degree of care and skill in their
exercise, as a prudent man would exercise or use under the circumstances in the
conduct of his or her own affairs.

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

         (a)      prior to the occurrence of an Event of Default and after the
curing, remedying or waving of all Events of Default which may have occurred:

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

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

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

         (c)      the Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders of Securities pursuant to Section 6.09 relating to the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred upon the Trustee, under
this Indenture.

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

         SECTION 7.02. Certain Rights of Trustee. Except as otherwise provided
in Section 7.01:

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

                                       42

<PAGE>

         (b)      Any request, direction, order or demand of the Company
mentioned herein shall be sufficiently evidenced by an Officer's Certificate
(unless other evidence in respect thereof shall be herein specifically
prescribed); and any resolution of the Board of Directors may be evidenced to
the Trustee by a Board Resolution;

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

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

         (e)      The Trustee shall not be liable for any action taken 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;

         (f)      The Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond,
debenture, note or other paper or document, unless requested in writing so to do
by the Holders of Securities pursuant to Section 6.09; provided, however, that
if the payment within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation is,
in the opinion of the Trustee, not reasonably assured to the Trustee by the
security afforded to it by the terms of this Indenture, the Trustee may require
reasonable indemnity against such costs, expenses or liabilities as a condition
to such proceeding; and provided further, that nothing in this subsection (f)
shall require the Trustee to give the Securityholders any notice other than that
required by Section 6.10. The reasonable expense of every such examination shall
be paid by the Company or, if paid by the Trustee, shall be reimbursed by the
Company upon demand;

         (g)      The Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through agents or
attorneys 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

         (h)      The Trustee shall be under no responsibility for the approval
by it in good faith of any expert for any of the purposes expressed in this
Indenture.

         SECTION 7.03. Trustee Not Responsible for Recitals or Application of
Proceeds. The recitals contained herein and in the Securities (other than the
certificate of authentication on the Securities) shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for the
correctness of the same. The Trustee makes no representations as to the validity
or sufficiency of this Indenture or of the Securities. The Trustee shall not be
accountable for the use or application by the Company of any of the Securities
or of the proceeds thereof.

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<PAGE>

         SECTION 7.04. Trustee May Own Securities or Coupons. The Trustee, any
Paying Agent, registrar or any agent of the Company or of the Trustee, in its
individual or any other capacity, may become the owner or pledgee of Securities
or Coupons with the same rights it would have if it were not Trustee, Paying
Agent, registrar or such other agent.

         SECTION 7.05. Moneys Received by Trustee to be Held in Trust. Moneys
held by the Trustee in trust 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 with the
Company.

         SECTION 7.06. Trustee Entitled to Compensation, Reimbursement and
Indemnity. The Company agrees to pay to the Trustee from time to time reasonable
compensation (which shall not be limited by any provision of law in regard to
the compensation of a trustee of any express trust), and the Company will pay or
reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in connection with
the acceptance or administration of its trust under this Indenture (including
the reasonable compensation and the expenses and disbursements of its counsel
and of all Persons not regularly in its employ) except any such expense,
disbursement or advance as may arise from its negligence or bad faith. The
Company also agrees to indemnify the Trustee for, and to hold it harmless
against, any loss, liability or expense incurred without negligence or bad faith
on the part of the Trustee and arising out of or in connection with the
acceptance or administration of this trust, including the reasonable costs and
expenses of defending itself against any claim of liability in the premises. The
obligations of the Company under this Section to compensate the Trustee, to pay
or reimburse the Trustee for expenses, disbursements and advances and to
indemnify and hold harmless the Trustee shall constitute additional indebtedness
hereunder and shall survive the satisfaction and discharge of this Indenture.
Such additional indebtedness shall be secured by a lien prior to that of the
Securities upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the payment of principal of or interest or
redemption premium on particular Securities.

         SECTION 7.07. Right of Trustee to Rely on Officer's Certificate Where
No Other Evidence Specifically Prescribed. Except as otherwise provided in
Section 7.01, whenever in the administration of the provisions of this Indenture
the Trustee shall deem it necessary or desirable that a matter be proved or
established prior to taking, suffering or omitting any action hereunder, such
matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of negligence or bad faith on the part of the
Trustee, be deemed to be conclusively proved and established by an Officer's
Certificate of the Company delivered to the Trustee, and such Officer's
Certificate, in the absence of negligence or bad faith on the part of the
Trustee, shall be full warrant to the Trustee for any action taken, suffered or
omitted by it under the provisions of this Indenture upon the faith thereof.

         SECTION 7.08. Disqualification; Conflicting Interest. (a) If the
Trustee has or shall acquire any conflicting interest, as defined in this
Section 7.08, it shall, within 90 days after ascertaining that it has such
conflicting interest, and if the Event of Default to which such conflicting
interest relates has not been cured or duly waived or otherwise eliminated
before the end of such 90-day period, the Trustee shall either eliminate such
conflicting interest or, except as otherwise provided in this Section 7.08,
resign in the manner and with the effect specified in Section 7.10, such
resignation to become effective upon the appointment of a successor trustee

                                       44

<PAGE>

and such successor's acceptance of such appointment, and the Company shall take
prompt steps to appoint a successor in accordance with Section 7.10.

         (b)      In the event that the Trustee shall fail to comply with the
provisions of subsection (a) of this Section 7.08, the Trustee shall, within ten
days after the expiration of such 90-day period, transmit notice of such failure
to the Securityholders in the manner and to the extent provided in subsection
(c) of Section 5.04 with respect to reports pursuant to subsection (a) of said
Section 5.04.

         (c)      Subject to the provisions of Section 6.11 of this Indenture,
unless the Trustee's duty to resign is stayed as provided in subsection (f) of
this Section 7.08, any Holder who has been a bona fide Holder of Securities for
at least six months may, on such Holder's behalf and on behalf of all other
Holders similarly situated, petition any court of competent jurisdiction for the
removal of such Trustee and the appointment of a successor, if such Trustee
fails after written request thereof by such Holder to comply with the provisions
of subsection (a) of this Section 7.08.

         (d)      For the purposes of this Section 7.08 the Trustee shall be
deemed to have a conflicting interest with respect to the Securities of any
series if an Event of Default (exclusive of any period of grace or requirement
of notice) has occurred with respect to Securities of such series and:

                  (1)      the Trustee is trustee under another indenture under
which any other securities, or certificates of interest or participation in any
other securities, of the Company or any other obligor on the Securities are
outstanding or is trustee for more than one outstanding series of securities, as
hereinafter defined, under a single indenture of the Company or any other
obligor on the Securities, unless such other indenture is a collateral trust
indenture under which the only collateral consists of Securities issued under
this Indenture, provided that there shall be excluded from the operation of this
paragraph, this Indenture with respect to the Securities of any other series
Outstanding, and any other indenture or indentures under which other securities,
or certificates of interest or participation in other securities, of the Company
or any other obligor on the Securities are outstanding, if (A) this Indenture is
and such other indenture or indentures (and all series of securities issued
thereunder) are wholly unsecured and rank equally, and such other indenture or
indentures (and such series) are hereafter qualified under the Trust Indenture
Act, unless the Commission shall have found and declared by order pursuant to
subsection (b) of Section 305 or subsection (c) of Section 307 of the Trust
Indenture Act, that differences exist between the provisions of this Indenture
with respect to Securities of such series and one or more other series, or the
provisions of this Indenture and the provisions of such other indenture or
indentures (or such series), which are so likely to involve a material conflict
of interest as to make it necessary in the public interest or for the protection
of investors to disqualify the Trustee from acting as such under this Indenture
with respect to Securities of such series and such other series, or under this
Indenture and such other indenture or indentures, or (B) the Company shall have
sustained the burden of proving, on application to the Commission and after
opportunity for hearing thereon, that the trusteeship under this Indenture with
respect to Securities of such series and such other series, or under this
Indenture and such other indenture, is not so likely to involve a material
conflict of interest as to make it necessary in the public interest or for the
protection of investors to disqualify the Trustee from acting as such under this
Indenture with respect to

                                       45

<PAGE>

Securities of such series and such other series, or under this Indenture and one
of such indentures;

                  (2)      the Trustee or any of its directors or executive
officers is an underwriter for the Company or any other obligor on the
Securities;

                  (3)      the Trustee directly or indirectly controls or is
directly or indirectly controlled by or is under direct or indirect common
control with an underwriter for the Company or any other obligor on the
Securities;

                  (4)      the Trustee or any of its directors or executive
officers is a director, officer, partner, employee, appointee or representative
of the Company or any other obligor on the Securities, or of an underwriter
(other than the Trustee itself) for the Company or any other obligor on the
Securities who is currently engaged in the business of underwriting, except that
(A) one individual may be a director and/or an executive officer of the Trustee
and a director and/or an executive officer of the Company or any other obligor
on the Securities, but may not be at the same time an executive officer of both
the Trustee and the Company or any other obligor on the Securities; (B) if and
so long as the number of directors of the Trustee in office is more than nine,
one additional individual may be a director and/or an executive officer of the
Trustee and a director of the Company or any other obligor on the Securities;
and (C) the Trustee may be designated by the Company or any other obligor on the
Securities or by an underwriter for the Company or any other obligor on the
Securities to act in the capacity of transfer agent, registrar, custodian,
paying agent, fiscal agent, escrow agent or depositary, or in any other similar
capacity, or, subject to the provisions of paragraph (1) of this subsection (d),
to act as trustee whether under an indenture or otherwise;

                  (5)      ten percent or more of the voting securities of the
Trustee is beneficially owned either by the Company or any other obligor on the
Securities or by any director, partner or executive officer thereof, or 20% or
more of such voting securities is beneficially owned, collectively, by any two
or more of such Persons; or ten percent or more of the voting securities of the
Trustee is beneficially owned either by an underwriter for the Company or any
other obligor on the Securities or by any director, partner or executive officer
thereof or is beneficially owned, collectively, by any two or more such Persons;

                  (6)      the Trustee is the beneficial owner of, or holds as
collateral security for an obligation which is in default, as hereinafter
defined, (A) five percent or more of the voting securities, or ten percent or
more of any other class of security, of the Company or any other obligor on the
Securities, not including the Securities issued under this Indenture and
securities issued under any other indenture under which the Trustee is also
trustee, or (B) ten percent or more of any class of security of an underwriter
for the Company or any other obligor on the Securities;

                  (7)      the Trustee is the beneficial owner of, or holds as
collateral security for an obligation which is in default, as hereinafter
defined, five percent or more of the voting securities of any Person who, to the
knowledge of the Trustee, owns ten percent or more of the voting securities of,
or controls directly or indirectly or is under direct or indirect common control
with the Company or any other obligor on the Securities;

                                       46

<PAGE>

                  (8)      the Trustee is the beneficial owner of, or holds as
collateral security for an obligation which is in default, as hereinafter
defined, ten percent or more of any class of security of any Person who, to the
knowledge of the Trustee, owns 50% or more of the voting securities of the
Company or any other obligor on the Securities; or

                  (9)      the Trustee owns on the date of the occurrence of
such Event of Default (exclusive of any period of grace or requirement of
notice) or any anniversary thereof while such Event of Default remains
outstanding, in the capacity of executor, administrator, testamentary or inter
vivos trustee, guardian, committee or conservator, or in any other similar
capacity an aggregate of 25% or more of the voting securities or of any class of
security, of any Person, the beneficial ownership of a specified percentage of
which would have constituted a conflicting interest under paragraph (6), (7) or
(8) of this subsection (d). As to any such securities of which the Trustee
acquired ownership through becoming executor, administrator or testamentary
trustee of an estate which included them, the provisions of the preceding
sentence shall not apply, for a period of two years from the date of such
acquisition, to the extent that such securities included in such estate do not
exceed 25% of such voting securities or 25% of any such class of security.
Promptly after the date of the occurrence of any such Event of Default and
annually in each succeeding year that the Securities or any series thereof
remain in default, the Trustee shall make a check of its holdings of such
securities in any of the above-mentioned capacities as of such date. If the
Company or any other obligor on the Securities fails to make payment in full of
principal of or interest on any of the Securities when and as the same become
due and payable and such failure continues for 30 days thereafter, the Trustee
shall make a prompt check of its holdings of such securities in any of the
above-mentioned capacities as of the date of the expiration of such 30-day
period, and after such date, notwithstanding the foregoing provisions of this
paragraph (9), all such securities so held by the Trustee, with sole or joint
control over such securities vested in it, shall, but only so long as such
failure shall continue, be considered as though beneficially owned by the
Trustee for the purposes of paragraphs (6), (7) and (8) of this subsection (d);
or

                  (10)     except under the circumstances described in
paragraphs (1), (3), (4), (5) or (6) of Section 7.13(b), the Trustee shall be or
become a creditor of the Company or any other obligor on the Securities.

         The specifications of percentages in paragraphs (5) to (9), inclusive,
of this subsection (d) shall not be construed as indicating that the ownership
of such percentages of the securities of a Person is or is not necessary or
sufficient to constitute direct or indirect control for the purposes of
paragraph (3) or (7) of this subsection (d).

         For the purposes of paragraphs (6), (7), (8) and (9) of this subsection
(d) only, (A) the terms "security" and "securities" shall include only such
securities as are generally known as corporate securities, but shall not include
any note or other evidence of indebtedness issued to evidence an obligation to
repay moneys lent to a Person by one or more banks, trust companies or banking
firms, or any certificate of interest or participation in any such note or
evidence of indebtedness; (B) an obligation shall be deemed to be in default
when a default in payment of principal shall have continued for 30 days or more
and shall not have been cured; and (C) the Trustee shall not be deemed to be the
owner or Holder of (i) any security which it holds as collateral security (as
trustee or otherwise) for an obligation which is not in default as defined in
clause (B) above, or (ii) any security which it holds as collateral security
under this Indenture,

                                       47

<PAGE>

irrespective of any default hereunder, or (iii) any security which it holds as
agent for collection, or as custodian, escrow agent or depositary, or in any
similar representative capacity.

         (e)      For the purposes of this Section 7.08:

                  (1)      The term "underwriter" when used with reference to
the Company or any other obligor on the Securities shall mean every Person who,
within one year prior to the time as of which the determination is made, has
purchased from the Company or any other obligor on the Securities with a view
to, or has offered or sold for the Company or any other obligor on the
Securities in connection with, the distribution of any security of the Company
or any other obligor on the Securities outstanding at such time, or has
participated or has had a direct or indirect participation in any such
undertaking, or has participated or has had a participation in the direct or
indirect underwriting of any such undertaking, but such term shall not include a
Person whose interest was limited to a commission from an underwriter or dealer
not in excess of the usual and customary distributors' or sellers' commission.

                  (2)      The term "director" shall mean any director of a
Company or any individual performing similar functions with respect to any
organization whether incorporated or unincorporated.

                  (3)      The term "trust" shall include only a trust where the
interest or interests of the beneficiary or beneficiaries are evidenced by a
security.

                  (4)      The term "voting security" shall mean any security
presently entitling the owner or Holder thereof to vote in the direction or
management of the affairs of a Person, or any security issued under or pursuant
to any trust, agreement or arrangement whereby a trustee or trustees or agent or
agents for the owner or Holder of such security are presently entitled to vote
in the direction or management of the affairs of a Person.

                  (5)      The term "executive officer" shall mean the
president, every vice-president, every trust officer, the cashier, the secretary
and the treasurer of a Company, and any individual customarily performing
similar functions with respect to any organization whether incorporated or
unincorporated, but shall not include the chairman of the board of directors.

                  (6)      Except for purposes of paragraphs (6), (7), (8) and
(9) of subsection (d) of this Section 7.08, the term "security" or "securities"
shall mean any note, stock, treasury stock, bond, debenture, evidence of
indebtedness, certificate of interest or participation in any profit-sharing
agreement, collateral-trust certificate, pre-organization certificate or
subscription, transferable share, investment contract, voting-trust certificate,
certificate of deposit for a security, fractional undivided interest in oil, gas
or other mineral rights, or, in general, any interest or instrument commonly
known as a "security" or any certificate of interest or participation in,
temporary or interim certificate for, receipt for, guarantee of, or warrant or
right to subscribe to or purchase, any of the foregoing.

                  (7)      For the purpose of subsection (d)(1) of this Section
7.08, the term "series of securities" or "series" means a series, class or group
of securities issuable under an indenture pursuant to whose terms Holders of one
such series may vote to direct the indenture trustee, or otherwise take action
pursuant to a vote of such holders, separately from holders of

                                       48

<PAGE>

another such series; provided, that "series of securities" or "series" shall not
include any series of securities issuable under an indenture if all such series
rank equally and are wholly unsecured.

         The percentages of voting securities and other securities specified in
this Section shall be calculated in accordance with the following provisions:

                  (A)      A specified percentage of the voting securities of
the Trustee, the Company or any other Person referred to in this Section 7.08
(each of whom is referred to as a "Person" in this paragraph) means such amount
of the outstanding voting securities of such Person as entitles the Holder or
Holders thereof to cast such specified percentage of the aggregate votes which
the Holders of all the outstanding voting securities of such Person are entitled
to cast in the direction or management of the affairs of such Person.

                  (B)      A specified percentage of a class of securities of a
Person means such percentage of the aggregate amount of securities of the class
outstanding.

                  (C)      The term "amount", when used in regard to securities,
means the principal amount if relating to evidences of indebtedness, the number
of shares if relating to capital shares, and the number of units if relating to
any other kind of security.

                  (D)      The term "outstanding" means issued and not held by
or for the account of the issuer. The following securities shall not be deemed
outstanding within the meaning of this definition:

                           (i)      Securities of an issuer held in a sinking
fund relating to securities of the issuer of the same class;

                           (ii)     Securities of an issuer held in a sinking
fund relating to another class of securities of the issuer, if the obligation
evidenced by such other class of securities is not in default as to principal or
interest or otherwise;

                           (iii)    Securities pledged by the issuer thereof as
security for an obligation of the issuer not in default as to principal or
interest or otherwise; and

                           (iv)     Securities held in escrow if placed in
escrow by the issuer thereof;

provided, however, that any voting securities of an issuer shall be deemed
outstanding if any Person other than the issuer is entitled to exercise the
voting rights thereof.

                  (E)      A security shall be deemed to be of the same class as
another security if both securities confer upon the Holder or Holders thereof
substantially the same rights and privileges, provided, however, that, in the
case of secured evidences of indebtedness, all of which are issued under a
single indenture, differences in the interest rates or maturity dates of various
series thereof shall not be deemed sufficient to constitute such series
different classes, and provided further that, in the case of unsecured evidences
of indebtedness, differences in the interest rate or maturity dates thereof
shall not be deemed sufficient to constitute them securities of different
classes, whether or not they are issued under a single indenture.

                                       49

<PAGE>

         (f)      Except in the case of a default in the payment of the
principal of or interest on any Securities, or in the payment of any sinking or
purchase fund installment, the Trustee shall not be required to resign as
provided by this Section 7.08 if the Trustee shall have sustained the burden of
proving, on application to the Commission and after opportunity for hearing
thereon, that (i) the default under this Indenture may be cured or waived during
a reasonable period and under the procedures described in such application, and
(ii) a stay of the Trustee's duty to resign will not be inconsistent with the
interests of Holders of such series of Securities. The filing of such an
application shall automatically stay the performance of the duty to resign until
the Commission orders otherwise. Any resignation of the Trustee shall become
effective only upon the appointment of a successor trustee and such successor's
acceptance of such appointment.

         SECTION 7.09. Requirements for Eligibility of Trustee. There shall
always be at least one Trustee hereunder. The Trustee hereunder shall at all
times be a Company organized and doing business as a commercial bank under the
laws of the United States of America or any state thereof or of the District of
Columbia or a Company or other Person permitted to act as a trustee by the
Commission and, in each case, authorized under such laws to exercise corporate
trust powers, having (or, in the case of a subsidiary of a bank holding company,
its bank holding company parent shall have) a combined capital and surplus of at
least $50,000,000, and subject to supervision or examination by Federal, State
or District of Columbia authority. If such Company or bank holding company
parent publishes reports of condition at least annually, pursuant to law or to
the requirements of the aforesaid supervising or examining authority, then for
the purposes of this Section, the combined capital and surplus of such Company
or bank holding company parent shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. No
obligor on the Subordinated Securities or Person directly or indirectly
controlling, controlled by or under common control with such obligor shall serve
as Trustee. In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 7.09, the Trustee shall resign
immediately in the manner and with the effect specified in this Article Seven.

         SECTION 7.10. Resignation and Removal of Trustee; Appointment of
Successor. (a) The Trustee, or any trustee or trustees hereafter appointed, may
at any time resign with respect to one or more or all series of Securities by
giving written notice of resignation to the Company and (i) if any Unregistered
Securities of a series affected are then Outstanding, by giving notice of such
resignation to the Holders thereof, by publication at least once in an
Authorized Newspaper in the Borough of Manhattan, The City of New York, and at
least once in an Authorized Newspaper in London (and, if required by Section
4.09, at least once in an Authorized Newspaper in Luxembourg), (ii) if any
Unregistered Securities of a series affected are then Outstanding, by mailing
notice of such resignation to the Holders thereof who have filed their names and
addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture
Act at such addresses as were so furnished to the Trustee and (iii) by mailing
notice of such resignation to the Holders of then Outstanding Registered
Securities of each series affected at their addresses as they shall appear on
the registry books. Upon receiving such notice of resignation, the Company shall
promptly appoint a successor trustee or trustees with respect to the applicable
series by written instrument in duplicate, executed by authority of the Board of
Directors, one copy of which instrument shall be delivered to the resigning
Trustee and one copy to the successor trustee or trustees. If no successor
trustee shall have been so appointed with respect to any series and have
accepted appointment within 30 days after the mailing of such

                                       50

<PAGE>

notice of resignation, the resigning trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee, or any Securityholder
who has been a bona fide Holder of a Security or Securities of the applicable
series for at least six months may, subject to the provisions of Section 5.12,
on behalf of himself and all others similarly situated, petition any such court
for the appointment of a successor trustee. Such court may thereupon, after such
notice, if any, as it may deem proper and prescribe, appoint a successor
trustee.

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

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

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

                  (3)      the Trustee shall become incapable of acting, or
shall be adjudged a bankrupt or insolvent, or 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; or

                  (4)      the Company shall determine that the Trustee has
failed to perform its obligations under this Indenture in any material respect,
then, in any such case, the Company may remove the Trustee and appoint a
successor trustee by written instrument executed by an authorized officer of the
Company, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee, or, subject to the provisions of
Section 6.11, any Securityholder who has been a bona fide Holder of a Security
or Securities of the affected series for at least six months may, on such
Person's behalf and on behalf of all others similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor trustee with respect to such series. Such court may
thereupon, after such notice, if any, as it may deem proper and prescribe,
remove the Trustee and appoint a successor trustee.

         (c)      The Holders of a majority in principal amount of the
Securities Outstanding (determined as provided in Section 8.04) may at any time
remove the Trustee and appoint a successor trustee by written instrument or
instruments signed by such Holders or their attorneys-in-fact duly authorized,
or by the affidavits of the permanent chairman and secretary of a meeting of the
Securityholders evidencing the vote upon a resolution or resolutions submitted
thereto with respect to such removal and appointment (as provided in Article
Nine), and by delivery thereof to the Trustee so removed, to the successor
trustee and to the Company.

         (d)      Any resignation or removal of the Trustee and any appointment
of a successor trustee pursuant to any of the provisions of this Section 7.10
shall become effective upon acceptance of appointment by the successor trustee
as provided in Section 7.11.

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<PAGE>

         SECTION 7.11. Acceptance of Appointment by Successor Trustee. Any
successor trustee appointed as provided in Section 7.10 shall execute,
acknowledge and deliver to the Company and to its predecessor trustee an
instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor trustee shall become effective and such successor
trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, duties and obligations with respect to such series of
its predecessor hereunder, with like effect as if originally named as trustee
herein; but, nevertheless, on the written request of the Company or of the
successor trustee, the trustee ceasing to act shall, upon payment of any amounts
then due it pursuant to the provisions of Section 7.06, execute and deliver an
instrument transferring to such successor trustee all the rights and powers with
respect to the trustee so ceasing to act. Upon written request of any such
successor trustee, the Company shall execute any and all instruments in writing
for more fully and certainly vesting in and confirming to such successor trustee
all such rights and powers. Any trustee ceasing to act shall, nevertheless,
retain a lien upon all property or funds held or collected by such trustee to
secure any amounts then due it pursuant to the provisions of Section 7.06.

         No successor trustee shall accept appointment as provided in this
Section 7.11 unless at the time of such acceptance such successor trustee shall
be qualified under the provisions of Section 7.08 and eligible under the
provisions of Section 7.09.

         Upon acceptance of appointment by a successor trustee as provided in
this Section 7.11, the Company shall give notice thereof (a) if any Unregistered
Securities of a series affected are then Outstanding, to the Holders thereof, by
publication of such notice at least once in an Authorized Newspaper in the
Borough of Manhattan, The City of New York and at least once in an Authorized
Newspaper in London (and, if required by Section 3.09, at least once in an
Authorized Newspaper in Luxembourg), (b) if any Unregistered Securities of a
series affected are then Outstanding, to the Holders thereof who have filed
their names and addresses with the Trustee pursuant to Section 313(c)(2) of the
Trust Indenture Act, by mailing such notice to such Holders at such addresses as
were so furnished to the Trustee (and the Trustee shall make such information
available to the Company for such purpose) and (c) to the Holders of Registered
Securities of each series affected, by mailing such notice to such Holders at
their addresses as they shall appear on the registry books. If the acceptance of
appointment is substantially contemporaneous with the resignation, then the
notice called for by the preceding sentence may be combined with the notice
called for by Section 7.10. If the Company fails to give such notice within ten
days after acceptance of appointment by the successor trustee, the successor
trustee shall cause such notice to be given at the expense of the Company.

         SECTION 7.12. Successor to Trustee by Merger, Consolidation or
Succession to Business. Any Company into which the Trustee may be merged or
converted or with which it may be consolidated, or any Company resulting from
any merger, conversion or consolidation to which the Trustee shall be a party,
or any Company succeeding to all or substantially all of the corporate trust
business of the Trustee (including the administration of the trust created by
this Indenture), shall be the successor of the Trustee hereunder, provided such
Company shall be qualified under the provisions of Section 7.08 and eligible
under the provisions of Section 7.09, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding.

                                       52

<PAGE>

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

         SECTION 7.13. Preferential Collection of Claims Against Company. (a)
Subject to the provisions of subsection (b) of this Section 7.13, if the Trustee
shall be or shall become a creditor, directly or indirectly, secured or
unsecured, of the Company or any other obligor on the Securities within three
months prior to a default, as defined in subsection (c) of this Section 7.13, or
subsequent to such a default, then, unless and until such default shall be
cured, the Trustee shall set apart and hold in a special account for the benefit
of the Trustee individually, the Holders of the Securities for which it is
acting as Trustee, and the holders of other indenture securities (as defined in
subsection (c) of this Section 7.13):

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

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

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

                  (A)      to retain for its own account (i) payments made on
account of any such claim by any Person (other than the Company or such other
obligor on the Securities) who is liable thereon, and (ii) the proceeds of the
bona fide sale of any such claim by the Trustee to a third Person, and (iii)
distributions made in cash, securities or other property in respect of claims
filed against the Company or such other obligor on the Securities in bankruptcy
or receivership or in proceedings for reorganization pursuant to Title 11 of the
United States Code or applicable State laws;

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

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<PAGE>

                  (C)      to realize, for its own account, but only to the
extent of the claim hereinafter mentioned, upon any property held by it as
security for any such claim, if such claim was created after the beginning of
such three months' period and such property was received as security therefor
simultaneously with the creation thereof, and if the Trustee shall sustain the
burden of proving that at the time such property was so received, the Trustee
had no reasonable cause to believe that a default, as defined in subsection (c)
of this Section 7.13, would occur within three months; or

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

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

         If the Trustee shall be required to account, the funds and property
held in such special account and the proceeds thereof shall be apportioned among
the Trustee, the Holders of Securities for which it is acting as Trustee, and
the holders of other indenture securities in such manner that the Trustee, such
Securityholders and the holders of other indenture securities realize, as a
result of payments from such special account and payments of dividends on claims
filed against the Company or such other obligor on the Securities in bankruptcy
or receivership or in proceedings for reorganization pursuant to Title 11 of the
United States Code or applicable State law, the same percentage of their
respective claims, figured before crediting to the claim of the Trustee anything
on account of the receipt by it from the Company or such other obligor on the
Securities of the funds and property in such special account and before
crediting to the respective claims of the Trustee, such Securityholders, and the
holders of other indenture securities dividends on claims filed against the
Company or such other obligor on the Securities in bankruptcy or receivership or
in proceedings for reorganization pursuant to Title 11 of the United States Code
or applicable State law, but after crediting thereon receipts on account of the
indebtedness represented by their respective claims from all sources other than
from such dividends and from the funds and property so held in such special
account. As used in this paragraph, with respect to any claim, the term
"dividends" shall include any distribution with respect to such claim in
bankruptcy or receivership or in proceedings for reorganization pursuant to
Title 11 of the United States Code or applicable State law, whether such
distribution is made in cash, securities or other property, but shall not
include any such distribution with respect to the secured portion, if any, of
such claim. The court in which such bankruptcy, receivership or proceeding for
reorganization is pending shall have jurisdiction (i) to apportion among the
Trustee, such Securityholders, and the holders of other indenture securities, in
accordance with the provisions of this paragraph, the funds and property held in
such special account and the proceeds thereof, or (ii) in lieu of such
apportionment in whole or in part, to give to the provisions of this paragraph
due consideration in determining the fairness of the distributions to be made to
the Trustee, such Securityholders and the holders of other indenture securities
with respect to their respective claims, in which event it shall not be
necessary to liquidate or to

                                       54

<PAGE>

appraise the value of any securities or other property held in such special
account or as security for any such claim, or to make a specific allocation of
such distributions as between the secured and unsecured portions of such claim,
or otherwise to apply the provisions of this paragraph as a mathematical
formula.

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

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

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

         In every case commenced under the Bankruptcy Act of 1898, or any
amendment thereto enacted prior to November 6, 1978, all references to periods
of three months shall be deemed to be references to periods of four months.

         (b)      There shall be excluded from the operation of subsection (a)
of this Section 7.13 a creditor relationship arising from:

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

                  (2)      advances authorized by a receivership or bankruptcy
court of competent jurisdiction, or by this Indenture, for the purpose of
preserving any property which shall at any time be subject to the lien of this
Indenture or of discharging tax liens or other prior liens or encumbrances
thereon, if notice of such advance and of the circumstances surrounding the
making thereof is given to the Securityholders at the time and in the manner
provided in Section 5.04(c) with respect to reports pursuant to subsections (a)
and (b) thereof, respectively;

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

                  (4)      an indebtedness created as a result of services
rendered or premises rented, or an indebtedness created as a result of goods or
securities sold in a cash transaction as defined in subsection (c) of this
Section 7.13;

                  (5)      the ownership of stock or of other securities of a
Company organized under the provisions of Section 25(a) of the Federal Reserve
Act, as amended, which is directly or indirectly a creditor of the Company or
any other obligor on the Securities; and

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<PAGE>

                  (6)      the acquisition, ownership, acceptance or negotiation
of any drafts, bills of exchange, acceptances or obligations which fall within
the classification of self-liquidating paper as defined in subsection (c) of
this Section 7.13.

         (c)      As used in this Section 7.13 the following terms shall be
accorded the following definitions:

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

                  (2)      the term "other indenture securities" shall mean
securities upon which the Company or any other obligor on the Securities is an
"obligor" (as defined in the Trust Indenture Act) outstanding under any other
indenture (A) under which the Trustee is also trustee, (B) which contains
provisions substantially similar to the provisions of subsection (a) of this
Section 7.13, and (C) under which a default exists at the time of the
apportionment of the funds and property held in said special account.

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

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

         SECTION 7.14. Appointment of Authenticating Agent. As long as any
Subordinated Securities of a series remain Outstanding, the Trustee may, by an
instrument in writing, appoint with the approval of the Company an
authenticating agent (the "Authenticating Agent") which shall be authorized to
act on behalf of the Trustee to authenticate Subordinated Securities, including
Subordinated Securities issued upon exchange, registration of transfer, partial
redemption or pursuant to Section 2.09. Subordinated Securities of each such
series authenticated by such Authenticating Agent shall be entitled to the
benefits of this Subordinated Indenture and shall be valid and obligatory for
all purposes as if authenticated by the Trustee. Whenever reference is made in
this Subordinated Indenture to the authentication and delivery of Subordinated
Securities of any series by the Trustee or to 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 for such series and
a Certificate of Authentication executed on behalf of the Trustee by such
Authenticating Agent. Such Authenticating Agent shall at all times be a
corporation organized and doing business under the laws of the United

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<PAGE>

States of America or of any State, authorized under such laws to exercise
corporate trust powers, having (or in the case of a subsidiary of a bank holding
company, its bank holding company parent shall have) a combined capital and
surplus of at least $45,000,000 (determined as provided in Section 7.09 with
respect to the Trustee) and subject to supervision or examination by Federal or
State authority.

         Any corporation into which any 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 any Authenticating Agent
(including the agency contemplated by this Indenture) shall be a party, or any
corporation succeeding to the corporate agency business of any Authenticating
Agent, shall continue to be the authenticating Agent with respect to all series
of Subordinated Securities for which it served as Authenticating Agent without
the execution or filing of any paper or any further act on the part of the
Trustee or such Authenticating Agent. Any Authenticating Agent may at any time,
and if it shall cease to be eligible shall, resign by giving written notice of
resignation to the Trustee and to the Company.

         Upon receiving such a notice of resignation or upon such a termination,
or in case in any time any Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section 7.14 with respect to one or more
series of Securities, the Trustee shall upon receipt of a Company Order appoint
a successor Authenticating Agent and the Company shall provide notice of such
appointment to all Holders of Securities of such series in the manner and to the
extent provided in Section 13.02. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all rights,
powers, duties and responsibilities of its predecessor hereunder, with like
effect as if originally named as Authenticating Agent. The Company agrees to pay
to the Authenticating Agent for such series from time to time reasonable
compensation. The Authenticating Agent for the Securities of any series shall
have no responsibility or liability for any action taken by it as such at the
direction of the Trustee.

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

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

                                      U.S. Bank National Association, as Trustee

                                      By _______________________________________
                                                      As Authenticating Agent

                                      By _______________________________________
                                                         Authorized Signatory

         Sections 7.02, 7.03, 7.04, 7.06 and 8.03 shall be applicable to any
Authenticating Agent.

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                                  ARTICLE EIGHT

                         CONCERNING THE SECURITYHOLDERS

         SECTION 8.01. Evidence of Action by Securityholders. Whenever in this
Indenture it is provided that the Holders of a specified percentage in principal
amount of the Securities of any or all series may take any action (including the
making of any demand or request, the giving of any notice, consent or waiver or
the taking of any other action), the fact that at the time of taking any such
action the Holders of such specified percentage have joined therein may be
evidenced (a) by any instrument or any number of instruments of similar tenor
executed by such Securityholders in Person or by agent or proxy appointed in
writing, or (b) by the record of such Holders of Securities voting in favor
thereof at any meeting of such Securityholders duly called and held in
accordance with the provisions of Article Nine, or (c) by a combination of such
instrument or instruments and any such record of such a meeting of such
Securityholders.

         SECTION 8.02. Proof of Execution of Instruments and of Holding of
Securities. Subject to the provisions of Sections 7.01, 7.02 and 9.05, proof of
the execution of any instrument by a Securityholder or such Holder's agent or
proxy and proof of the holding by any Person of any of the Securities shall be
sufficient if made in the following manner:

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

         (b)      The ownership of Securities of any series (including
Registered Global Securities) shall be proved by the Register of such Securities
of such series, or by certificates of the Security registrar or registrars
thereof.

         The Trustee shall not be bound to recognize any Person as a
Securityholder unless and until such Person's title to the Securities held by it
is proved in the manner in this Article Eight provided.

         The record of any Securityholders' meeting shall be proved in the
manner provided in Section 9.06.

         The Trustee may accept such other proof or require such additional
proof of any matter referred to in this Section 8.02 as it shall deem
reasonable.

         SECTION 8.03. Who May be Deemed Owners of Securities. Prior to due
presentment for transfer of any Security, the Company, the Trustee and any agent
of the Company or the Trustee may deem and treat the Person in whose name such
Security shall be registered upon the Register of Securities of the series of
which such Security is a part as the absolute owner of such Security (whether or
not such Security shall be overdue and notwithstanding any notation of ownership
or other writing thereon) for the purpose of receiving payment of or on account
of the principal of and interest, subject to the provisions of this Indenture,
on such Security and for all other purposes; and neither the Company nor the
Trustee nor any agent of the Company or the Trustee shall be affected by any
notice to the contrary. All such payments so made to any such Holder for the
time being, or upon such Holder's order, shall be valid, and, to the extent of
the sum or sums so paid, effectual to satisfy and discharge the liability of
moneys payable upon any

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<PAGE>

such Security. The Company, the Trustee and any agent of the Company or the
Trustee may treat the Holder of any Unregistered Security and the Holder of any
Coupon as the absolute owner of such Unregistered Security or Coupon (whether or
not such Unregistered Security or Coupon shall be overdue) for the purpose of
receiving payment thereof or on account thereof and for all other purposes and
neither the Company, the Trustee, nor any agent of the Company or the Trustee
shall be affected by any notice to the contrary. All such payments so made to
any such person, or upon his order, shall be valid, and, to the extent of the
sum or sums so paid, effectual to satisfy and discharge the liability for moneys
payable upon any such Unregistered Security or Coupon.

         If the Securities of any series are issued in the form of one or more
Registered Global Securities, the Depository therefor may grant proxies to
Persons having a beneficial ownership in such Registered Global Security or
Securities for purposes of voting or otherwise responding to any request for
consent, waiver or other action which the Holder of such Registered Security is
entitled to grant or take under this Indenture and the Trustee shall accept such
proxies for the purposes granted; provided that neither the Trustee nor the
Company shall have any obligation with respect to the grant of or solicitation
by the Depository of such proxies.

         SECTION 8.04. Securities Owned by the Company or Controlled or
Controlling Persons Disregarded for Certain Purposes. In determining whether the
Holders of the requisite principal amount of Securities have concurred in any
demand, direction, request, notice, vote, consent, waiver or other action under
this Indenture, Securities which are owned by the Company or any other obligor
on the Securities or by any Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company or any
other obligor on the Securities shall be disregarded and deemed not to be
Outstanding for the purpose of any such determination, provided that for the
purposes of determining whether the Trustee shall be protected in relying on any
such demand, direction, request, notice, vote, consent, waiver or other action,
only Securities which a Responsible Officer of the Trustee assigned to its
principal office knows are so owned shall be so disregarded. Securities so owned
which have been pledged in good faith may be regarded as Outstanding for the
purposes of this Section 8.04, if the pledgee shall establish to the
satisfaction of the Trustee the pledgee's right to vote such Securities and that
the pledgee is not a Person directly or indirectly controlling or controlled by
or under direct or indirect common control with the Company or any such other
obligor.

         Upon request of the Trustee, the Company shall furnish to the Trustee
promptly an Officer's Certificate listing and identifying all Securities, if
any, known by the Company to be owned or held by or for the account of the
Company or any other obligor on the Securities or by any Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company or any other obligor on the Securities; and, subject to
the provisions of Section 7.01, the Trustee shall be entitled to accept such
Officer's Certificate as conclusive evidence of the facts therein set forth and
of the fact that all Securities not listed therein are Outstanding for the
purpose of any such determination.

         SECTION 8.05. Instruments Executed by Securityholders Bind Future
Holders. At any time prior to (but not after) the evidencing to the Trustee, as
provided in Section 8.01, of the taking of any action by the Holders of the
percentage in principal amount of the Securities specified in this Indenture in
connection with such action, any Holder of a Security which is shown by the
evidence to be included in the Securities the Holders of which have consented to

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<PAGE>

such action may, by filing written notice with the Trustee at its principal
office and upon proof of holding as provided in Section 8.02, revoke such action
so far as concerns such Security. Except as aforesaid any such action taken by
the Holder of any Security and any direction, demand, request, notice, waiver,
consent, vote or other action of the Holder of any Security which by any
provisions of this Indenture is required or permitted to be given shall be
conclusive and binding upon such Holder and upon all future Holders and owners
of such Security, and of any Security issued in lieu thereof, irrespective of
whether any notation in regard thereto is made upon such Security. Any action
taken by the Holders of the percentage in principal amount of the Securities of
any or all series specified in this Indenture in connection with such action
shall be conclusively binding upon the Company, the Trustee and the Holders of
all of the Securities of such series subject, however, to the provisions of
Section 7.01.

                                  ARTICLE NINE

                            SECURITYHOLDERS' MEETINGS

         SECTION 9.01. Purposes for Which Meetings May be Called. A meeting of
Holders of Securities of any or all series may be called at any time and from
time to time pursuant to the provisions of this Article for any of the following
purposes:

                  (a)      to give any notice to the Company or to the Trustee,
or to give any directions to the Trustee, or to consent to the waiving of any
default hereunder and its consequences, or to take any other action authorized
to be taken by Holders of Securities of any or all series, as the case may be,
pursuant to any of the provisions of Article Six;

                  (b)      to remove the Trustee and appoint a successor trustee
pursuant to the provisions of Article Seven;

                  (c)      to consent to the execution of an indenture or
indentures supplemental hereto pursuant to the provisions of Section 10.02; or

                  (d)      to take any other action authorized to be taken by or
on behalf of the Holders of any specified principal amount of the Securities of
any or all series, as the case may be, under any other provision of this
Indenture or under applicable law.

         SECTION 9.02. Manner of Calling Meetings. The Trustee may at any time
call a meeting of Securityholders to take any action specified in Section 9.01,
to be held at such time and at such place in The City of New York, New York, as
the Trustee shall determine. Notice of every meeting of Securityholders, setting
forth the time and place of such meeting and in general terms the action
proposed to be taken at such meeting, shall be mailed not less than 20 nor more
than 60 days prior to the date fixed for the meeting.

         SECTION 9.03. Call of Meeting by the Company or Securityholders. In
case at any time the Company pursuant to a resolution of its Board of Directors,
or the Holders of not less than ten percent in principal amount of the
Securities of any or all series, as the case may be, then Outstanding, shall
have requested the Trustee to call a meeting of Holders of Securities of any or
all series, as the case may be, to take any action authorized in Section 9.01 by
written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the

                                       60

<PAGE>

Trustee shall not have mailed notice of such meeting within 20 days after
receipt of such request, then the Company or such Holders of Securities in the
amount above specified may determine the time and place in either the City and
County of __________, California or The City of New York, New York for such
meeting and may call such meeting to take any action authorized in Section 9.01,
by mailing (and publishing, if required) notice thereof as provided in Section
9.02.

         SECTION 9.04. Who May Attend and Vote at Meetings. To be entitled to
vote at any meeting of Securityholders a Person shall (a) be a Holder of one or
more Securities with respect to which the meeting is being held; or (b) be a
Person appointed by an instrument in writing as proxy by such Holder of one or
more Securities. The only Persons who shall be entitled to be present or to
speak at any meeting of Securityholders shall be the Persons entitled to vote at
such meeting and their counsel and any representatives of the Trustee and its
counsel and any representatives of the Company and its counsel.

         SECTION 9.05. Regulations May be Made by Trustee; Conduct of the
Meeting; Voting Rights - Adjournment. Notwithstanding any other provisions of
this Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Securityholders, in regard to proof of the holding
of Securities 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 think fit. Except as
otherwise permitted or required by any such regulations, the holding of
Securities shall be proved in the manner specified in Section 8.02. and the
appointment of any proxy shall be proved in the manner specified in said Section
8.02; provided, however, that such regulations may provide that written
instruments appointing proxies regular on their face, may be presumed valid and
genuine without the proof hereinabove or in said Section 8.02 specified.

         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 Securityholders as provided in Section 9.03, in which case the
Company or the Securityholders 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 majority vote of the meeting.

         Subject to the provisions of Section 8.04, at any meeting each
Securityholder or proxy shall be entitled to one vote for each $1,000 (or [Euro]
1,000) principal amount (in the case of Original Issue Discount Securities, such
principal amount shall be equal to such portion of the principal amount as may
be specified in the terms of such series) of Securities held or represented by
such Holder; 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 other than by virtue of Securities held by such
Person or instruments in writing as aforesaid duly designating such Person as
the Person to vote on behalf of other Securityholders. Any meeting of
Securityholders duly called pursuant to the provisions of Section 9.02 or 9.03
may be adjourned from time to time, and the meeting may be held so adjourned
without further notice.

         At any meeting of Securityholders, the presence of Persons holding or
representing Securities in principal amount sufficient to take action on the
business for the transaction of which such meeting was called shall constitute a
quorum, but, if less than a quorum is present,

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<PAGE>

the Persons holding or representing a majority in principal amount of the
Securities represented at the meeting may adjourn such meeting with the same
effect for all intents and purposes, as though a quorum had been present.

         SECTION 9.06. Manner of Voting at Meetings and Record to be Kept. The
vote upon any resolution submitted to any meeting of Securityholders shall be by
written ballots on which shall be subscribed the signatures of the Holders of
Securities or of their representatives by proxy and the principal amount or
principal amounts of the Securities 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 in duplicate of the
proceedings of each meeting of Securityholders 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 facts setting forth a
copy of the notice of the meeting and showing that said notice was mailed as
provided in Section 9.02. The record shall show the principal amount or
principal amounts of the Securities voting in favor of or against any
resolution. The record shall be signed and verified by the affidavits of the
permanent chairman and secretary of the meeting and one copy thereof shall be
delivered to the Company and the other to the Trustee to be preserved by the
Trustee.

         Any record so signed and verified shall be conclusive evidence of the
matters therein stated.

         SECTION 9.07. Exercise of Rights of Trustee and Securityholders Not to
be Hindered or Delayed. Nothing in this Article Nine contained shall be deemed
or construed to authorize or permit, by reason of any call of a meeting of
Securityholders or any rights expressly or impliedly conferred hereunder to make
such call, any hindrances or delay in the exercise of any right or rights
conferred upon or reserved to the Trustee or to the Securityholders under any of
the provisions of this Indenture or of the Securities.

                                   ARTICLE TEN

                             SUPPLEMENTAL INDENTURES

         SECTION 10.01. Purposes for Which Supplemental Indentures May be
Entered Into Without Consent of Securityholders. Without the consent of the
Holders of any Securities, the Company and the Trustee may from time to time and
at any time enter into an indenture or indentures supplemental hereto (which
shall comply with the provisions of the Trust Indenture Act as then in effect)
for one or more of the following purposes:

         (a)      to convey, transfer, assign, mortgage or pledge to the Trustee
as security for the Securities of one or more series any property or assets;

         (b)      if deemed appropriate by the Company or required by law, to
evidence the succession of another Company to the Company or successive
successions and the assumption by the successor Company of the covenants,
agreements and obligations of the Company pursuant to Article Four hereof;

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         (c)      to add to the covenants of the Company such further covenants,
restrictions or conditions as its Board of Directors and the Trustee shall
consider to be for the protection of the Holders of all or any series of
Securities or Coupons (and if such covenants, restrictions or conditions are to
be for the benefit of less than all series of Securities, stating that such
covenants, restrictions or conditions are expressly being included solely for
the benefit of such series), and to make the occurrence, or the occurrence and
continuance, of a default in any such additional covenants, restrictions or
conditions an Event of Default permitting the enforcement of all or any of the
several remedies provided in this Indenture as herein set forth; provided,
however, that in respect to any such additional covenant, restriction or
condition 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;

         (d)      to add or change any of the provisions of this Indenture to
such extent as shall be necessary to facilitate the issuance of Securities in
(i) global form or (ii) bearer form, registerable or not registerable as to
principal or principal and interest, and with or without coupons;

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

         (f)      to establish the form or terms of Securities of any series or
the Coupons appertaining to such Securities as permitted by Sections 2.01 and
2.03;

         (g)      to appoint, at the request of the Trustee, a successor Trustee
for a particular series of Securities to act as such pursuant to the provisions
of this Indenture and to add to or change the provisions of this Indenture to
such extent as shall be necessary to facilitate the performance of the duties of
such trustee; and

         (h)      to cure any ambiguity or to correct or supplement any
provisions contained herein or in any Supplemental Indenture which may be
defective or inconsistent with any other provision contained herein or in any
Supplemental Indenture, or to make such other provisions in regard to matters or
questions arising under this Indenture or any Supplemental Indenture which shall
not adversely affect the interests of the Holders of the Securities or Coupons.

         SECTION 10.02. Modification of Indenture with Consent of Holders of
Securities. With the consent (evidenced as provided in Section 8.01) of the
Holders of not less than a majority in principal amount of the Securities of all
series at the time Outstanding (determined as provided in Section 8.04) affected
by such Supplemental Indenture (voting as one class), the Company and the
Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto (which shall comply with the provisions of the
Trust Indenture Act as then in effect) for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of this
Indenture or of any Supplemental Indenture or of modifying in any manner the
rights of the Holders of the Securities of each such series or the Coupons
appertaining to such Securities; provided, however, that no such Supplemental
Indenture shall, without the consent of the Holders of each Outstanding Security
affect thereby:

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         (a)      change the Stated Maturity of the principal of, or any
installment of principal of or interest on, any Security, or reduce the
principal amount thereof or the rate of interest thereon or any premium payable
upon the redemption thereof, or reduce the amount of the principal of an
Original Issue Discount Security or any other Security which would be due and
payable upon a declaration of acceleration of the Stated Maturity thereof
pursuant to Section 6.01, or change any place of payment where, or the coin or
currency in which, any Security or any premium or interest thereon is payable,
or impair the right to institute suit for the enforcement of any such payment on
or after the Stated Maturity thereof (or, in the case of redemption, on or after
the date fixed for redemption), or modify the provisions of this Indenture with
respect to this subordination of the Securities in a manner adverse to the
Holders, or

         (b)      Reduce the percentage in principal amount of the Outstanding
Securities the consent of the Holders of which is required for any such
Supplemental Indenture, or the consent of the Holders of which is required for
any waiver (of compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences) provided for in this Indenture or

         (c)      Change the time of payment or reduce the amount of any minimum
sinking account or fund payment or

         (d)      Modify any of the provisions of this Section 10.02, 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
Security affected thereby.

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

         Upon the request of the Company, accompanied by a copy of a resolution
of the Board of Directors (which resolution may provide general terms or
parameters for such action and may provide that the specific terms of such
action may be determined in accordance with or pursuant to a Company Order)
certified by the secretary or an assistant secretary of the Company authorizing
the execution of any such supplemental indenture, and upon the filing with the
Trustee of evidence of the consent of the Holders of the Securities as aforesaid
and other documents, if any, required by Section 8.01, the Trustee shall join
with the Company in the execution of such supplemental indenture unless such
supplemental indenture affects the Trustee's own rights, duties or immunities
under this Indenture or otherwise, in which case the Trustee may in its
discretion, but shall not be obligated to, enter into such supplemental
indenture.

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

         Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions to this Section, the Trustee
shall give notice thereof (i) to the

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Holders of then Outstanding Registered Securities of each series affected
thereby, by mailing a notice thereof by first-class mail to such Holders at
their addresses as they shall appear on the Security Register, (ii) if any
Unregistered Securities of a series affected thereby are then Outstanding, to
the Holders thereof who have filed their names and addresses with the Trustee
pursuant to Section 313(c)(2) of the Trust Indenture Act, by mailing a notice
thereof by first-class mail to such Holders at such addresses as were so
furnished to the Trustee and (iii) if any Unregistered Securities of a series
affected thereby are then Outstanding, to all Holders thereof, by publication of
a notice thereof at least once in an Authorized Newspaper in the Borough of
Manhattan, The City of New York and at least once in an Authorized Newspaper in
London (and, if required by Section 4.09, at least once in an Authorized
Newspaper in Luxembourg), and in each case such notice shall set forth in
general terms the substance of such supplemental indenture. Any failure of the
Company to give such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such supplemental indenture.

         SECTION 10.03. Effect of Supplemental Indentures. Upon the execution of
any Supplemental Indenture pursuant to the provisions of this Article Ten, this
Indenture shall be and be deemed to be modified and amended in accordance
therewith and the respective rights, limitations of rights, obligations, duties
and immunities under this Indenture of the Trustee, the Company and the Holders
of Securities shall thereafter be determined, exercised and enforced hereunder
subject in all respects to such modifications and amendments, and all the terms
and conditions of any such Supplemental Indenture shall be and be deemed to be
part of the terms and conditions of this Indenture for any and all purposes.

         The Trustee shall be entitled to receive, and subject to the provisions
of Section 7.01 shall be entitled to rely upon, an Opinion of Counsel as
conclusive evidence that any such Supplemental Indenture complies with the
provisions of this Article Ten and that the Securities affected by the
Supplemental Indenture, when such Securities are authenticated and delivered by
the Trustee and executed and issued by the Company in the manner and subject to
any conditions specified in such Opinion of Counsel, will be valid and binding
obligations of the Company, except as any rights thereunder may be limited by
bankruptcy, insolvency and other similar laws affecting the enforcement of
creditors' rights generally and by general equity principles.

         SECTION 10.04. Securities May Bear Notation of Changes by Supplemental
Indentures. Securities authenticated and delivered after the execution of any
Supplemental Indenture pursuant to the provisions of this Article Ten, or after
any action taken at a Securityholders' meeting pursuant to Article Nine, may
bear a notation in form approved by the Trustee as to any matter provided for in
such Supplemental Indenture or as to any action taken at any such meeting. If
the Company or the Trustee shall so determine, new Securities so modified as to
conform, in the opinion of the Trustee and the Company, to any modification of
this Indenture contained in any such Supplemental Indenture may be prepared by
the Company, authenticated by the Trustee and delivered in exchange for the
Securities then Outstanding.

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                                 ARTICLE ELEVEN

                              DISCHARGE; DEFEASANCE

         SECTION 11.01.  Satisfaction and Discharge of Indenture.

                  (A)      If at any time (i) the Company shall have paid or
caused to be paid the principal of and interest on all the Securities of any
series Outstanding hereunder and all unmatured Coupons appertaining thereto
(other than Securities of such series and Coupons appertaining thereto which
have been destroyed, lost or stolen and which have been replaced or paid as
provided in Section 2.09) as and when the same shall have become due and
payable, or (ii) the Company shall have delivered to the Trustee for
cancellation all Securities of any series theretofore authenticated and all
unmatured Coupons appertaining thereto (other than any Securities of such series
and Coupons appertaining thereto which shall have been destroyed, lost or stolen
and which shall have been replaced or paid as provided in Section 2.09) or (iii)
in the case of any series of Securities where the exact amount (including the
currency of payment) of principal of and interest due on which can be determined
at the time of making the deposit referred to in clause (b) below, (a) all the
Securities of such series and all unmatured Coupons appertaining thereto not
theretofore delivered to the Trustee for cancellation shall have become due and
payable, or are by their terms to become due and payable within one year or are
to be called for redemption within one year under arrangements satisfactory to
the Trustee for the giving of notice of redemption, and (b) the Company shall
have irrevocably deposited or caused to be deposited with the Trustee as trust
funds in trust the entire amount in (i) cash (other than moneys repaid by the
Trustee or any Paying Agent to the Company in accordance with Section 11.04),
(ii) in the case of any series of Securities the payments on which may only be
made in Dollars, direct obligations of the United States of America, backed by
its full faith and credit ("U.S. Government Obligations"), maturing as to
principal and interest at such times and in such amounts as will insure the
availability of cash sufficient to pay at such Maturity or upon such redemption,
as the case may be, or (iii) a combination thereof, 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 (a) the principal
and interest on all Securities of such series and Coupons appertaining thereto
on each date that such principal or interest is due and payable and (b) any
mandatory sinking fund payments on the dates on which such payments are due and
payable in accordance with the terms of the Indenture and the Securities of such
series; (x) the principal and interest on all Securities of such series and
Coupons appertaining thereto on each date that such principal or interest is due
and payable and (y) any mandatory sinking fund payments on the dates on which
such payments are due and payable in accordance with the terms of the Indenture
and the Securities of such series; and if, in any such case, the Company shall
also pay or cause to be paid all other sums payable hereunder by the Company,
then this Indenture shall cease to be of further effect (except as to (i) rights
of registration of transfer and exchange of Securities of such series and of
Coupons appertaining thereto and the Company's right of optional redemption, if
any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen
Securities or Coupons, (iii) rights of Holders of Securities and Coupons
appertaining thereto to receive payments of principal thereof and interest
thereon, upon the original stated due dates therefore (but not upon
acceleration), and remaining rights of the Holders to receive mandatory sinking
fund payments, if any, (iv) any optional redemption rights of such series of
Securities to the extent to be exercised to make such call for redemption within
one year, (v) the

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rights, obligations, duties and immunities of the Trustee hereunder, including
those under Section 6.6, (vi) the rights of the Holders of securities of such
series and Coupons appertaining thereto as beneficiaries hereof with respect to
the property so deposited with the Trustee payable to all or any of them, and
(vii) the obligations of the Company under Section 4.03 and the Trustee, on
demand of the Company accompanied by an Officer's Certificate and an Opinion of
Counsel and at the cost and expense of the Company, shall execute proper
instruments acknowledging such satisfaction of and discharging this Indenture;
provided, that the rights of Holders of the Securities and Coupons to receive
amounts in respect of principal of and interest on the Securities and Coupons
held by them shall not be delayed longer than required by then applicable
mandatory rules or policies of any securities exchange upon which the Securities
are listed. The Company agrees to reimburse the Trustee for any costs or
expenses thereafter reasonably and properly incurred and to compensate the
Trustee for any services thereafter reasonably and properly rendered by the
Trustee in connection with this Indenture or the Securities of such series.

                  (B)      The following provisions shall apply to the
Securities of each series unless specifically otherwise provided in an Officer's
Certificate or indenture supplemental hereto provided pursuant to Section 2.03.
In addition to discharge of the Indenture pursuant to the next preceding
paragraph, in the case of any series of Securities the exact amounts (including
the currency of payment) of principal of and interest due on which can be
determined at the time of making the deposit referred to in clause (a) below,
the Company shall be deemed to have paid and discharged the entire indebtedness
on all the Securities of such a series and the Coupons appertaining thereto on
the date of the deposit referred to in clause (a) below, and the provisions of
this Indenture with respect to the Securities of such series and Coupons
appertaining thereto shall no longer be in effect (except as to (i) rights of
registration of transfer and exchange of Securities of such series and of
Coupons appertaining thereto and the Company's right of optional redemption, if
any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen
Securities or Coupons, (iii) rights of Holders of Securities and Coupons
appertaining thereto to receive payments of principal thereof and interest
thereon, upon the original stated due dates therefor (but not upon
acceleration), and remaining rights of the Holders to receive mandatory sinking
fund payments, if any, (iv) any optional redemption rights of such series of
Securities to the extent to be exercised to make such call for redemption within
one year, (v) the rights, obligations, duties and immunities of the Trustee
hereunder, (vi) the rights of the Holders of Securities of such series and
Coupons appertaining thereto as beneficiaries hereof with respect to the
property so deposited with the Trustee payable to all or any of them and (vii)
the obligations of the Company under Section 4.03 and the Trustee, at the
expense of the Company, shall at the Company's request, execute proper
instruments acknowledging the same, if

                  (a)      with reference to this provision the Company has
         irrevocably deposited or caused to be irrevocably deposited with the
         Trustee as trust funds in trust, specifically pledged as security for,
         and dedicated solely to, the benefit of the Holders of the Securities
         of such series and Coupons appertaining thereto (i) cash in an amount,
         or (ii) in the case of any series of Securities the payments on which
         may only be made in United States Dollars, U.S. Government Obligations,
         maturing as to principal and interest at such times and in such amounts
         as will insure the availability of cash or (iii) a combination thereof,
         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

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<PAGE>

         (a) the principal and interest on all Securities of such series and
         Coupons appertaining thereto on each date that such principal or
         interest is due and payable and (b) any mandatory sinking fund payments
         on the dates on which such payments are due and payable in accordance
         with the terms of the Indenture and the Securities of such series;

                  (b)      such deposit will not result in a breach or violation
         of, or constitute a default under, any agreement or instrument to which
         the Company is a party or by which it is bound;

                  (c)      the Company has delivered to the Trustee an Opinion
         of Counsel based on the fact that (x) the Company has received from, or
         there has been published by, the IRS a ruling or (y) since the date
         hereof, there has been a change in the applicable Federal income tax
         law, in either case to the effect that, and such opinion shall confirm
         that, the Holders of the Securities of such series and Coupons
         appertaining thereto will not recognize income, gain or loss for United
         States Federal income tax purposes as a result of such deposit,
         defeasance and discharge and will be subject to United States Federal
         income tax on the same amount and in the same manner and at the same
         times, as would have been the case if such deposit, defeasance and
         discharge had not occurred; and

                  (d)      the Company has delivered to the Trustee an Officer's
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent provided for relating to the defeasance contemplated by this
         provision have been complied with.

                  (C)      The Company shall be released from its obligations
under Sections 4.02 and unless otherwise provided for in the Board Resolution,
Officer's Certificate or Indenture supplemental hereto establishing such series
of Securities, from all covenants and other obligations referred to in Section
2.03(18) or 2.03(20) with respect to such series of Securities, and any Coupons
appertaining thereto, outstanding on and after the date the conditions set forth
below are satisfied (hereinafter, "covenant defeasance"). For this purpose, such
covenant defeasance means that, with respect to the Outstanding Securities of
any series, the Company may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in such Section, whether
directly or indirectly by reason of any reference elsewhere herein to such
Section or by reason of any reference in such Section to any other provision
herein or in any other document and such omission to comply shall not constitute
an Event of Default under Section 6.01, but the remainder of this Indenture and
such Securities and Coupons shall be unaffected thereby. The following shall be
the conditions to application of this subsection C of this Section 11.01:

                  (a)      The Company has irrevocably deposited or caused to be
         deposited with the Trustee 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 the Securities
         of such series and coupons appertaining thereto, (i) cash in an amount,
         or (ii) in the case of any series of Securities the payments on which
         may only be made in United States Dollars, U.S. Government Obligations
         maturing as to principal and interest at such times and in such amounts
         as will insure the availability of cash or (iii) a combination thereof,
         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 (a) the principal and interest
         on all Securities of such series and

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<PAGE>

         Coupons appertaining thereof and (b) any mandatory sinking fund
         payments on the day on which such payments are due and payable in
         accordance with the terms of the Indenture and the Securities of such
         series;

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

                  (c)      Such covenant defeasance shall not cause the Trustee
         to have a conflicting interest as defined in Section 7.08 and for
         purposes of the Trust Indenture Act with respect to any securities of
         the Company;

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

                  (e)      Such covenant defeasance shall not cause any
         Securities then listed on any registered national securities exchange
         under the Exchange Act to be delisted;

                  (f)      The Company shall have delivered to the Trustee an
         Officer's Certificate and Opinion of Counsel to the effect that the
         Holders of the Securities of such series and Coupons appertaining
         thereto will not recognize income, gain or loss for United States
         Federal income tax purposes as a result of such covenant defeasance and
         will be subject to United States 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; and

                  (g)      The Company shall have delivered to the Trustee an
         Officer's Certificate and an Opinion of Counsel, each stating that all
         conditions precedent provided for relating to the covenant defeasance
         contemplated by this provision have been complied with.

         SECTION 11.02. Application by Trustee of Funds Deposited for Payment of
Securities. Subject to Section 11.04, all moneys deposited with the Trustee (for
other trustee) pursuant to Section 11.01 shall be held in trust and applied by
it to the payment, either directly or through any Paying Agent (including the
Company acting as its own Paying Agent), to the Holders of the particular
Securities of such series and of Coupons appertaining thereto for the payment or
redemption of which such moneys have been deposited with the Trustee, of all
sums due and to become due thereon for principal and interest; but such money
need not be segregated from other funds except to the extent required by law.

         SECTION 11.03. Repayment of Moneys Held by Paying Agent. In connection
with the satisfaction and discharge of this Indenture with respect to Securities
of any series, all moneys then held by any Paying Agent under the provisions of
this Indenture with respect to such series of Securities shall, upon demand of
the Company, be repaid to it or paid to the Trustee and thereupon such Paying
Agent shall be released from all further liability with respect to such moneys.

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<PAGE>

         SECTION 11.04. Return of Moneys Held by Trustee and Paying Agent
Unclaimed for Two Years. Any moneys deposited with or paid to the Trustee or any
Paying Agent for the payment of the principal of and any premium and interest on
any Security and any series of Coupons attached thereto and not so applied but
remaining unclaimed under applicable law shall be transferred by the Trustee to
the appropriate Persons in accordance with applicable laws, and the Holder of
such Security of such series and of any Coupons appertaining thereto shall
thereafter look only to such Persons for any payment which such Holder may be
entitled to collect and all liability of the Trustee and such Paying Agent with
respect to such moneys shall thereupon cease.

         SECTION 11.05. Indemnity for U.S. Government of Obligations. The
Company shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the U.S. Government Obligations deposited
pursuant to Section 11.01 or the principal or interest received in respect of
such obligations.

                                 ARTICLE TWELVE

                IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
                                  AND DIRECTORS

         SECTION 12.01. Incorporators, Stockholders, Officers and Directors of
Company Exempt From Individual Liability. No recourse under or upon any
obligation, covenant or agreement of this Indenture, or of any Security, or for
any claim based thereon or otherwise in respect thereof, shall be had against
any incorporator, stockholder, officer or director, as such past, present or
future, of the Company, either directly or through the Company, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that this
Indenture and the obligations issued hereunder are solely corporate obligations,
and that no personal liability whatever shall attach to, or is or shall be
incurred by, the incorporators, stockholders, officers or directors, as such, of
the Company because of the creation of the indebtedness hereby authorized, or
under or by reason of the obligations, covenants or agreements contained in this
Indenture or in any of the Securities or implied therefrom; and that any and all
such personal liability of every name and nature, either at common law or in
equity or by constitution or statute, of, and any and all such rights and claims
against, every such incorporator, stockholder, officer or director, as such,
because of the creation of the indebtedness hereby authorized, or under or by
reason of the obligations, covenants or agreements contained in this Indenture
or in any of the Securities or implied therefrom are hereby expressly waived and
released as a condition of, and as a consideration for, the execution of this
Indenture and the issue of such Securities.

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                                ARTICLE THIRTEEN

                            MISCELLANEOUS PROVISIONS

         SECTION 13.01. Successors and Assigns of the Company Bound by
Indenture. All the covenants, stipulations, promises and agreements in this
Indenture contained by or in behalf of the Company shall bind its successors and
assigns, whether so expressed or not.

         SECTION 13.02. Notices; Effectiveness. Any notice or demand which by
any provision of this Indenture is required or permitted to be given or served
by the Trustee or by the Holders of Securities to or on the Company, or by the
Company or by the Holders of Securities to the Trustee or upon the Depository by
the Company or the Trustee may be electronically communicated or hand delivered
or sent by overnight courier, addressed to the relevant party as provided in
this Section 13.02.

         All communications intended for the Company shall be sent to:

                                       Transmeta Corporation
                                       3990 Freedom Circle
                                       Santa Clara, CA  95054
                                       Attention:  General Counsel

         All communications intended for the Trustee shall be sent to:

                                       U.S. Bank National Association
                                       550 South Hope Street, 5th Floor
                                       Los Angeles, CA   90071
                                       Attention:  Corporate Trust Services
                                       (Transmeta Corporation Senior Indenture
                                       dated as of _____________, 2003)

or at any other address of which any of the foregoing shall have notified the
others in any manner prescribed in this Section 13.02.

         For all purposes of this Indenture, a notice or communication will be
deemed effective:

         (a)      if delivered by hand or sent by overnight courier, on the day
it is delivered unless (i) that day is not a Business Day in the city specified
(a "Local Business Day") in the address for notice provided by the recipient or
(ii) if delivered after the close of business on a Local Business Day, then on
the next succeeding Local Business Day or

         (b)      if sent by facsimile transmission, on the date transmitted,
provided that oral or written confirmation of receipt is obtained by the sender
unless the date of transmission and confirmation is not a Local Business Day, in
which case, on the next succeeding Local Business Day.

         Any notice, direction, requires, demand, consent or waiver by the
Company, any Securityholder to or upon the Trustee shall be deemed to have been
sufficiently given, made or

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<PAGE>

filed, for all purposes, if given, made or filed in writing at the Principal
Office of the Trustee in accordance with the provisions of this Section 13.02.

         Any notice, request, consent or waiver by the Company or the Trustee
upon the Depository shall have been sufficiently given, made or filed, for all
purposes, if give or made in accordance with the provisions of this Section
13.02 at the address shown for such Depository in the Register or at such other
address as the Depository shall have provided for purposes of notice.

         SECTION 13.03. Compliance Certificates and Opinions. Upon on any
request or application by the Company to the Trustee to take any action under
any of the provisions of this Indenture, the Company shall furnish to the
Trustee an Officer's 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 have been complied with, except that in
the case of any such application or demand as to which the furnishing of such
document is specifically required by any provision of this Indenture relating to
such particular application or demand, no additional certificate or opinion need
be furnished.

         Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture (other than a certificate provided pursuant to
Section 5.03(d) shall include (a) a statement that the Person making such
certificate or opinion has read such covenant or condition; (b) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based; (c) a statement that, in the opinion of such Person, he or she has made
such examination or investigation as is necessary to enable such Person to
express an informed opinion as to whether or not such covenant or condition has
been complied with; and (d) a statement as to whether or not, in the opinion of
such Person, such condition or covenant has been complied with.

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

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

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erroneous. Any certificate or opinion of any firm of independent public
accountants filed with the Trustee shall contain a statement that such firm is
independent.

         SECTION 13.04. Days on Which Payment to be Made, Notice Given or Other
Action Taken. If any date on which a payment is to be made, notice given or
other action taken hereunder is a Saturday, Sunday or legal holiday in the state
in which the payment, notice or other action is to be made, given or taken, then
such payment, notice or other action shall be made, given or taken on the next
succeeding Business Day in such state, and in the case of any payment, no
interest shall accrue for the delay.

         SECTION 13.05. Provisions Required by Trust Indenture Act to Control.
If and to the extent that any provision of this Indenture limits, qualifies or
conflicts with another provision included in this Indenture which is required to
be included in this Indenture by any of Sections 310 to 317, inclusive, of the
Trust Indenture Act such required provision shall control.

         SECTION 13.06. Governing Law. THIS INDENTURE AND EACH SECURITY SHALL BE
DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR
ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE.

         SECTION 13.07. Effect of Headings. The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect
the construction hereof.

         SECTION 13.08. Securities in a Foreign Currency or in ECU. Unless
otherwise specified in an Officer's Certificate delivered pursuant to Section
2.03 of this Indenture with respect to a particular series of Securities,
whenever for purposes of this Indenture any action may be taken by the Holders
of a specified percentage in aggregate principal amount of Securities of all
series or all series affected by a particular action at the time Outstanding
and, at such time, there are Outstanding Securities of any series which are
denominated in a coin or currency other than United States Dollars (including
ECUs), then the principal amount of Securities of such series which shall be
deemed to be Outstanding for the purpose of taking such action shall be that
amount of United States Dollars that could be obtained for such amount at the
Market Exchange Rate. For purposes of this Section 13.08, Market Exchange Rate
shall mean the noon United States Dollar buying rate in The City of New York for
cable transfers of that currency as published by the Federal Reserve Bank of New
York; provided, in the case of ECUs, Market Exchange Rate shall mean the rate of
exchange determined by the Commission of the European Communities (or any
successor thereto) as published in the Official Journal of the European
Communities (such publication or any successor publication, the "Journal"). If
such Market Exchange Rate is not available for any reason with respect to such
currency, the Trustee shall use, in its sole discretion and without liability on
its part, such quotation of the Federal Reserve Bank of New York or, in the case
of ECUs, the rate of exchange as published in the Journal, as of the most recent
available date, or quotations or, in the case of ECUs, rates of exchange from
one or more major banks in The City of New York or in the country of issue of
the currency in question, which for purposes of the ECU shall be Brussels,
Belgium, or such other quotations or, in the case of ECU, rates of exchange as
the Trustee shall deem appropriate. The provisions of this paragraph shall apply
in determining the equivalent principal amount in respect of Securities of a
series denominated in a currency other than Dollars in connection with any
action taken by Holders of Securities pursuant to the terms of this Indenture.

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<PAGE>

         All decisions and determinations of the Trustee regarding the Market
Exchange Rate or any alternative determination provided for in the preceding
paragraph shall be in its sole discretion and shall, in the absence of manifest
error, be conclusive to the extent permitted by law for all purposes and
irrevocably binding upon the Company and all Holders.

         SECTION 13.09. Judgment Currency. The Company agrees, to the fullest
extent that it may effectively do so under applicable law, that (a) if for the
purpose of obtaining judgment in any court it is necessary to convert the sum
due in respect of the principal of or interest on the Securities of any series
(the "Required Currency"), into a currency in which a judgment will be rendered
(the "Judgment Currency"), the rate of exchange used shall be the rate at which
in accordance with normal banking procedures the Trustee could purchase in The
City of New York the Required Currency with the Judgment Currency on the day on
which final unappealable judgment is entered, unless such day is not a New York
Banking Day, then, to the extent permitted by applicable law, the rate of
exchange used shall be the rate at which in accordance with normal banking
procedures the Trustee could purchase in The City of New York the Required
Currency with the Judgment Currency on the New York Banking Day preceding the
day on which final unappealable judgment is entered and (b) its obligations
under this Indenture to make payments in the Required Currency (i) shall not be
discharged or satisfied by any tender, or any recovery pursuant to any judgment
(whether or not entered in accordance with subsection (a)), in any currency
other than the Required Currency, except to the extent that such tender or
recovery shall result in the actual receipt, by the payee, of the full amount of
the Required Currency expressed to be payable in respect of such payments, (ii)
shall be enforceable as an alternative or additional cause of action for the
purpose of recovering in the Required Currency the amount, if any, by which such
actual receipt shall fall short of the full amount of the Required Currency so
expressed to be payable and (iii) shall not be affected by judgment being
obtained for any other sum due under this Indenture. For purposes of the
foregoing, "New York Banking Day" means any day except a Saturday, Sunday or a
legal holiday in The City of New York or a day on which banking institutions in
The City of New York are authorized or required by law or executive order to
close.

         SECTION 13.10. Provisions of the Indenture and Securities for the Sole
Benefit of the Parties and the Securityholders. Nothing in this Indenture or in
the Securities, expressed or implied, shall give or be construed to give any
Person, firm or Company, other than the parties hereto and the Holders of the
Securities, any legal or equitable right, remedy or claim under or in respect of
this Indenture, or under any covenant, condition and provision herein contained;
all its covenants, conditions and provisions being for the sole benefit of the
parties hereto and of the Holders of the Securities.

         SECTION 13.11. Indenture May be Executed in Counterparts. This
Indenture may be executed in any number of counterparts, each of which shall be
an original; but such counterparts shall together constitute but one and the
same instrument.

                            [Signature page follows]

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<PAGE>

         IN WITNESS WHEREOF, TRANSMETA CORPORATION has caused this Indenture to
be signed by its Chairman of the Board or any Vice-Chairmen of the Board or its
President or Chief Financial Officer or one of its Vice Presidents and U.S. BANK
NATIONAL ASSOCIATION has caused this Indenture to be signed and acknowledged by
one of its Vice Presidents all as of the day and year first written above.

                              TRANSMETA CORPORATION

                              By _______________________________________

                              Title:____________________________________

                              U.S. Bank National Association, as Trustee

                              By _______________________________________
                                 Vice President

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