<PAGE>

                                                                    EXHIBIT 4.01

                              JABIL CIRCUIT, INC.,
                                                    Issuer

                                       to

                              THE BANK OF NEW YORK,
                                                    Trustee

                                 ---------------
                                    INDENTURE

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

                            Dated as of July 21, 2003

                             Senior Debt Securities

<PAGE>

                                                                  EXECUTION COPY

                         Reconciliation and tie between
             Trust Indenture Act of 1939 (the "Trust Indenture Act")
                                  and Indenture

<TABLE>
<CAPTION>
Trust Indenture                                                                                Indenture
  Act Section                                                                                   Section
<S>                                                                                            <C>
Section 310(a)(1)........................................................................            6.7
(a)(2)...................................................................................            6.7
(b)......................................................................................            6.8
Section 312(a)...........................................................................            7.1
(b)......................................................................................            7.2
(c)......................................................................................            7.2
Section 313(a)...........................................................................            7.3
(b)(2)...................................................................................            7.3
(c)......................................................................................            7.3
(d)......................................................................................            7.3
Section 314(a)...........................................................................            7.4
(c)(1)...................................................................................            1.2
(c)(2)...................................................................................            1.2
(e)......................................................................................            1.2
(f)......................................................................................            1.2
Section 316(a) (last sentence)...........................................................            1.1
(a)(1)(A)................................................................................      5.2, 5.12
(a)(1)(B)................................................................................           5.13
(b)......................................................................................            5.8
Section 317(a)(1)........................................................................            5.3
(a)(2)...................................................................................            5.4
(b)......................................................................................           10.3
Section 318(a)...........................................................................            1.8
</TABLE>

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

        Attention should also be directed to Section 318(c) of the Trust
      Indenture Act, which provides that the provisions of Sections 310 to
      and including 317 are a part of and govern every qualified indenture,
                   whether or not physically contained herein.

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                       PAGE
                                                                                                                       ----
<S>                                                                                                                    <C>
ARTICLE 1    DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION.............................................        1

         Section 1.1.       Definitions..........................................................................        1
         Section 1.2.       Compliance Certificates and Opinions.................................................       13
         Section 1.3.       Form of Documents Delivered to Trustee...............................................       14
         Section 1.4.       Acts of Holders......................................................................       14
         Section 1.5.       Notices, etc., to Trustee and Company................................................       16
         Section 1.6.       Notice to Holders of Securities; Waiver..............................................       16
         Section 1.7.       Language of Notices..................................................................       17
         Section 1.8.       Conflict with Trust Indenture Act....................................................       17
         Section 1.9.       Effect of Headings and Table of Contents.............................................       17
         Section 1.10.      Successors and Assigns...............................................................       18
         Section 1.11.      Separability Clause..................................................................       18
         Section 1.12.      Benefits of Indenture................................................................       18
         Section 1.13.      Governing Law........................................................................       18
         Section 1.14.      Business Day Convention..............................................................       18
         Section 1.15.      Counterparts.........................................................................       18
         Section 1.16.      Judgment Currency....................................................................       19
         Section 1.17.      Limitation on Individual Liability...................................................       19

ARTICLE 2    SECURITIES FORMS....................................................................................       20

         Section 2.1.       Forms Generally......................................................................       20
         Section 2.2.       Form of Trustee's Certificate of Authentication......................................       20
         Section 2.3.       Securities in Global Form............................................................       20

ARTICLE 3    THE SECURITIES......................................................................................       21

         Section 3.1.       Amount Unlimited; Issuable in Series.................................................       21
         Section 3.2.       Currency; Denominations..............................................................       25
         Section 3.3.       Execution, Authentication, Delivery and Dating.......................................       25
         Section 3.4.       Temporary Securities.................................................................       27
         Section 3.5.       Registration, Transfer and Exchange..................................................       28
         Section 3.6.       Mutilated, Destroyed, Lost and Stolen Securities.....................................       31
         Section 3.7.       Payment of Interest and Certain Additional Amounts; Rights to Interest and Certain
                            Additional Amounts Preserved.........................................................       32
         Section 3.8.       Persons Deemed Owners................................................................       34
         Section 3.9.       Cancellation.........................................................................       34
         Section 3.10.      Computation of Interest..............................................................       35
         Section 3.11.      CUSIP Numbers........................................................................       35

ARTICLE 4    SATISFACTION AND DISCHARGE OF INDENTURE.............................................................       35
</TABLE>

                                        i
<PAGE>

<TABLE>
<S>                                                                                                                     <C>
         Section 4.1.       Satisfaction and Discharge...........................................................       35
         Section 4.2.       Defeasance and Covenant Defeasance...................................................       36
         Section 4.3.       Application of Trust Money...........................................................       40

ARTICLE 5    REMEDIES............................................................................................       41

         Section 5.1.       Events of Default....................................................................       41
         Section 5.2.       Acceleration of Maturity; Rescission and Annulment...................................       42
         Section 5.3.       Collection of Indebtedness and Suits for Enforcement by Trustee......................       43
         Section 5.4.       Trustee May File Proofs of Claim.....................................................       44
         Section 5.5.       Trustee May Enforce Claims without Possession of Securities or Coupons...............       45
         Section 5.6.       Application of Money Collected.......................................................       45
         Section 5.7.       Limitations on Suits.................................................................       46
         Section 5.8.       Unconditional Right of Holders to Receive Principal and any Premium, Interest and
                            Additional Amounts...................................................................       46
         Section 5.9.       Restoration of Rights and Remedies...................................................       47
         Section 5.10.      Rights and Remedies Cumulative.......................................................       47
         Section 5.11.      Delay or Omission Not Waiver.........................................................       47
         Section 5.12.      Control by Holders of Securities.....................................................       47
         Section 5.13.      Waiver of Past Defaults..............................................................       48
         Section 5.14.      Waiver of Usury, Stay or Extension Laws..............................................       48
         Section 5.15.      Undertaking for Costs................................................................       48

ARTICLE 6    THE TRUSTEE.........................................................................................       49

         Section 6.1.       Certain Rights of Trustee............................................................       49
         Section 6.2.       Notice of Defaults...................................................................       50
         Section 6.3.       Not Responsible for Recitals or Issuance of Securities...............................       51
         Section 6.4.       May Hold Securities..................................................................       51
         Section 6.5.       Money Held in Trust..................................................................       51
         Section 6.6.       Compensation and Reimbursement.......................................................       51
         Section 6.7.       Corporate Trustee Required; Eligibility..............................................       52
         Section 6.8.       Resignation and Removal; Appointment of Successor....................................       53
         Section 6.9.       Acceptance of Appointment by Successor...............................................       54
         Section 6.10.      Merger, Conversion, Consolidation or Succession to Business..........................       55
         Section 6.11.      Appointment of Authenticating Agent..................................................       56
         Section 6.12.      Certain Duties and Responsibilities..................................................       57

ARTICLE 7    HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY....................................................       59

         Section 7.1.       Company to Furnish Trustee Names and Addresses of Holders............................       59
         Section 7.2.       Preservation of Information; Communications to Holders...............................       59
         Section 7.3.       Reports by Trustee...................................................................       59
         Section 7.4.       Reports by Company...................................................................       60

ARTICLE 8    CONSOLIDATION, MERGER AND SALES.....................................................................       61
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>                                                                                                                     <C>
         Section 8.1.       Company May Consolidate, Etc., Only on Certain Terms.................................       61
         Section 8.2.       Successor Person Substituted for Company.............................................       63
         Section 8.3.       Indemnification Procedure............................................................       63

ARTICLE 9    SUPPLEMENTAL INDENTURES.............................................................................       64

         Section 9.1.       Supplemental Indentures without Consent of Holders...................................       64
         Section 9.2.       Supplemental Indentures with Consent of Holders......................................       65
         Section 9.3.       Execution of Supplemental Indentures.................................................       66
         Section 9.4.       Effect of Supplemental Indentures....................................................       67
         Section 9.5.       Reference in Securities to Supplemental Indentures...................................       67
         Section 9.6.       Conformity with Trust Indenture Act..................................................       67
         Section 9.7.       Notice of Supplemental Indenture.....................................................       67

ARTICLE 10   COVENANTS...........................................................................................       67

         Section 10.1.      Payment of Principal, any Premium, Interest and Additional Amounts...................       67
         Section 10.2.      Maintenance of Office or Agency......................................................       67
         Section 10.3.      Money for Securities Payments to Be Held in Trust....................................       69
         Section 10.4.      Additional Amounts...................................................................       70
         Section 10.5.      Limitations upon Liens...............................................................       71
         Section 10.6.      Limitations upon Sales and Leasebacks................................................       75
         Section 10.7.      Restrictions on Funded Debt of Restricted Subsidiaries...............................       76
         Section 10.8.      Limitation on Issuance of Guarantees by Subsidiaries.................................       77
         Section 10.9.      Corporate Existence..................................................................       78
         Section 10.10.     Waiver of Certain Covenants..........................................................       78
         Section 10.11.     Company Statement as to Compliance; Notice of Certain Defaults.......................       78
         Section 10.12.     Calculation of Original Issue Discount...............................................       79

ARTICLE 11   REDEMPTION OF SECURITIES............................................................................       79

         Section 11.1.      Applicability of Article.............................................................       79
         Section 11.2.      Election to Redeem; Notice to Trustee................................................       79
         Section 11.3.      Selection by Trustee of Securities to be Redeemed....................................       79
         Section 11.4.      Notice of Redemption.................................................................       80
         Section 11.5.      Deposit of Redemption Price..........................................................       81
         Section 11.6.      Securities Payable on Redemption Date................................................       81
         Section 11.7.      Securities Redeemed in Part..........................................................       82
         Section 11.8.      Redemption for Tax Reasons...........................................................       83

ARTICLE 12   SINKING FUNDS.......................................................................................       83

         Section 12.1.      Applicability of Article.............................................................       83
         Section 12.2.      Satisfaction of Sinking Fund Payments with Securities................................       84
         Section 12.3.      Redemption of Securities for Sinking Fund............................................       84
</TABLE>

                                       iii
<PAGE>

<TABLE>
<CAPTION>
<S>                                                                                                                     <C>
ARTICLE 13   REPAYMENT AT THE OPTION OF HOLDERS..................................................................       85

         Section 13.1.      Applicability of Article.............................................................       85

ARTICLE 14   SECURITIES IN FOREIGN CURRENCIES....................................................................       85

         Section 14.1.      Applicability of Article.............................................................       85

ARTICLE 15   MEETINGS OF HOLDERS OF SECURITIES...................................................................       85

         Section 15.1.      Purposes for Which Meetings May Be Called............................................       85
         Section 15.2.      Call, Notice and Place of Meetings...................................................       86
         Section 15.3.      Persons Entitled to Vote at Meetings.................................................       86
         Section 15.4.      Quorum; Action.......................................................................       86
         Section 15.5.      Determination of Voting Rights; Conduct and Adjournment of Meetings..................       87
         Section 15.6.      Counting Votes and Recording Action of Meetings......................................       88
</TABLE>

                                       iv
<PAGE>

         INDENTURE, dated as of July 21, 2003 (the "Indenture"), between JABIL
CIRCUIT, INC., a corporation duly organized and existing under the laws of the
State of Delaware (hereinafter called the "Company"), having its principal
executive office located at 10560 Dr. Martin Luther King Street North, St.
Petersburg, Florida 33716, and The Bank of New York, a New York banking
corporation (hereinafter called the "Trustee"), having its Corporate Trust
Office located at 101 Barclay Street, Floor 8 West, New York, NY 10286.

                                    RECITALS

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its senior
debentures, notes or other evidences of indebtedness (hereinafter called the
"Securities"), unlimited as to principal amount, to bear such rates of interest,
to mature at such time or times, to be issued in one or more series and to have
such other provisions as shall be fixed as hereinafter provided.

         The Company has duly authorized the execution and delivery of this
Indenture. All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

         This Indenture is subject to the provisions of the Trust Indenture Act
of 1939, as amended, and the rules and regulations of the Securities and
Exchange Commission promulgated thereunder that are required to be part of this
Indenture and, to the extent applicable, shall be governed by such provisions.

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the
Securities by the Holders (as herein defined) thereof, it is mutually covenanted
and agreed, for the equal and proportionate benefit of all Holders of the
Securities or of any series thereof and any Coupons (as herein defined) as
follows:

                                    ARTICLE 1

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

         Section1.1. Definitions.

         Except as otherwise expressly provided in or pursuant to this Indenture
or unless the context otherwise requires, for all purposes of this Indenture:

                  (1)      the terms defined in this Article, either directly or
by reference to another Section hereof, have the meanings assigned to them in
this Article, and include the plural as well as the singular;

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

<PAGE>

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

                  (4)      the words "herein", "hereof", "hereto" 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; and

                  (5)      the word "or" is always used inclusively (for
example, the phrase "A or B" means "A or B or both", not "either A or B but not
both").

         Certain terms used principally in certain Articles hereof are defined
in those Articles.

         "Act", when used with respect to any Holders, has the meaning specified
in Section 1.4.

         "Additional Amounts" means any additional amounts which are required
hereby or by any Security, under circumstances specified herein or therein, to
be paid by the Company in respect of certain taxes, assessments or other
governmental charges imposed on Holders specified therein and which are owing to
such Holders.

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

         "Applicable Taxing Jurisdiction" has the meaning specified in Section
8.1(b).

         "Attributable Debt" means, as to any particular lease under which any
Person is at the time liable for a term of more than 12 months, at any date as
of which the amount thereof is to be determined, the total net amount of rent
required to be paid by such Person under such lease during the remaining term
thereof (excluding any subsequent renewal or other extension options held by the
lessee), discounted from the respective due dates thereof to such date at the
interest rate inherent in such lease (such rate to be determined by any two of
the following: the President, any Vice President, the Treasurer and the
Controller of the Company), compounded annually. The net amount of rent required
to be paid under any such lease for any such period should be the aggregate
amount of the rent payable by the lessee with respect to such period after
excluding amounts required to be paid on account of maintenance and repairs,
services, insurance, taxes, assessments, water rates and similar charges and
contingent rents (such as those based on sales). In the case of any lease which
is terminable by the lessee upon the payment of a penalty, such net amount of
rent should include the lesser of (i) the total discounted net amount of rent
required to be paid from the later of the first date upon which such lease may
be so terminated or the date of the determination of such amount of rent, as the
case may be, and (ii) the amount of such penalty (in which event no rent shall
be considered as required to be paid under such lease subsequent to the first
date upon which it may be so terminated).

         "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 6.11 to act on behalf of the Trustee to authenticate
Securities of one or more series.

                                        2
<PAGE>

         "Authorized Newspaper" means a newspaper, in an official language of
the place of publication or in the English language, customarily published on
each day that is a Business Day in the place of publication, whether or not
published on Saturdays, Sundays or holidays in the place of publication, and of
general circulation in each place in connection with which the term is used or
in the financial community of each such place. Where successive publications are
required to be made in Authorized Newspapers, the successive publications may be
made in the same or in different newspapers in the same city meeting the
foregoing requirements and in each case on any day that is a Business Day in the
place of publication.

         "Authorized Officer" means, when used with respect to the Company, the
Chairman of the Board of Directors, a Vice Chairman, the President, any Vice
President, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, of the Company.

         "Bearer Security" means any Security in the form established pursuant
to Section 2.1 which is payable to bearer.

         "Board of Directors" means the board of directors of the Company or any
committee of that board duly authorized to act generally or in any particular
respect for the Company hereunder.

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

         "Business Day", with respect to any Place of Payment or other location,
means, unless otherwise specified with respect to any Securities pursuant to
Section 3.1, any day other than a Saturday, Sunday or other day on which banking
institutions in such Place of Payment or other location are authorized or
obligated by law, regulation or executive order to close.

         "Capital Stock" means (i) with respect to any Person organized as a
Corporation, any and all shares, interests, rights to purchase, warrants,
options, participations or other equivalents of or interest in (however
designated) corporate stock, and (ii) with respect to any Person that is not
organized as a Corporation, the partnership, membership or other equity
interests or participations in such Person.

         "Capitalized Lease Obligation" means an obligation of the lessee under
any lease that is required to be capitalized for financial reporting purposes in
accordance with GAAP, and the amount of Indebtedness represented by such
obligation shall be the capitalized amount of such obligation determined in
accordance with GAAP.

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

         "Common Stock" includes any capital stock of any class of the Company
which has no preference in respect of dividends or of amounts payable in the
event of any voluntary or

                                        3
<PAGE>

involuntary liquidation, dissolution or winding up of the Company and which is
not subject to redemption by the Company.

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

         "Company Request" and "Company Order" mean, respectively, a written
request or order, as the case may be, signed in the name of the Company by the
Chairman of the Board of Directors, a Vice Chairman, the President, Executive
Vice President, Senior Vice President or a Vice President and by the Treasurer,
an Assistant Treasurer, the Secretary or an Assistant Secretary of the Company,
and delivered to the Trustee.

         "Consolidated Net Tangible Assets" means the total of all assets
reflected on a consolidated balance sheet of the Company and its Consolidated
Subsidiaries, prepared in accordance with GAAP, at their net book values (after
deducting related depreciation, depletion, amortization and all other valuation
reserves which, in accordance with such principles, should be set aside in
connection with the business conducted), but excluding goodwill, unamortized
debt discount and all other like intangible assets, all as determined in
accordance with such principles, less the aggregate of the current liabilities
of the Company and its Consolidated Subsidiaries reflected on such balance
sheet, all as determined in accordance with such principles. For purposes of
this definition, "current liabilities" include all indebtedness for money
borrowed, incurred, issued, assumed or Guaranteed by the Company and its
Consolidated Subsidiaries, and other payables and accruals, in each case payable
on demand or due within one year of the date of determination of Consolidated
Net Tangible Assets, but shall exclude any portion of long-term debt maturing
within one year of the date of such determination, all as reflected on such
consolidated balance sheet of the Company and its Consolidated Subsidiaries,
prepared in accordance with GAAP.

         "Consolidated Subsidiary" means, at any date, any Subsidiary or other
entity the accounts of which would be consolidated with those of the Company in
its consolidated financial statements if such statements were prepared as of
such date.

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

         "Corporate Trust Office" means the principal corporate trust office of
the Trustee at which at any particular time its corporate trust business shall
be administered, which office at the date of original execution of this
Indenture is located at 101 Barclay Street, Floor 8 West, New York, NY 10286.

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

                                        4
<PAGE>

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

         "Credit Facility" means, collectively, the Amended and Restated
Three-Year Loan Agreement dated as of July 14, 2003, among the Company, such
Subsidiary borrowers as may be party thereto from time to time, the banks named
therein and Bank One, N.A., as administrative agent, any amendment, extension,
renewal, increase, decrease, substitution or replacement of such agreement, and
any other credit facility or facilities entered into by the Company after such
loan agreement or any such amendment, extension, renewal, increase, decrease,
substitution or replacement have been cancelled or otherwise terminated.

         "Currency", with respect to any payment, deposit or other transfer in
respect of the principal of or any premium or interest on or any Additional
Amounts with respect to any Security, means Dollars or the Foreign Currency, as
the case may be, in which such payment, deposit or other transfer is required to
be made by or pursuant to the terms hereof or such Security and, with respect to
any other payment, deposit or transfer pursuant to or contemplated by the terms
hereof or such Security, means Dollars.

         "Currency Agreement" means any currency exchange contract, foreign
exchange contract, currency swap agreement, cross-currency rate swap agreement,
currency options agreement or other similar agreement or arrangement including
the combinations of these transactions designed to protect the Company or any
Restricted Subsidiary of the Company against fluctuations in currency values.

         "CUSIP number" means the alphanumeric designation assigned to a
Security by Standard & Poor's Ratings Service, CUSIP Service Bureau.

         "Defaulted Interest" has the meaning specified in Section 3.7.

         "Dollars" or "$" means a dollar or other equivalent unit of legal
tender for payment of public or private debts in the United States of America.

         "Event of Default" has the meaning specified in Section 5.1.

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

         "Funded Debt" means indebtedness created, assumed or Guaranteed by a
Person for money borrowed which matures by its terms, or is renewable by the
borrower to a date, more than a year after the date of original creation,
assumption or Guarantee.

         "GAAP" or "generally accepted accounting principles" means generally
accepted accounting principles in the United States as in effect from time to
time, applied on a basis consistent (except for changes concurred in by the
Company's independent public accountants) with the most recent audited
consolidated financial statements of the Company and its Consolidated
Subsidiaries.

                                        5
<PAGE>

         "Government Obligations" means securities which are (i) direct
obligations of the United States of America or the other government or
governments in the confederation which issued the Foreign Currency in which the
principal of or any premium or interest on such Security or any Additional
Amounts in respect thereof shall be payable, in each case where the payment or
payments thereunder are supported by the full faith and credit of such
government or governments or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America or such other government or governments, in each case where the timely
payment or payments thereunder are unconditionally Guaranteed as a full faith
and credit obligation by the United States of America or such other government
or governments, and which, in the case of (i) or (ii), are not callable or
redeemable at the option of the issuer or issuers thereof, and shall also
include a depository receipt issued by a bank or trust company as custodian with
respect to any such Government Obligation or a specific payment of interest on
or principal of or other amount with respect to any such Government Obligation
held by such custodian for the account of the holder of a depository receipt,
provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depository
receipt from any amount received by the custodian in respect of the Government
Obligation or the specific payment of interest on or principal of or other
amount with respect to the Government Obligation evidenced by such depository
receipt.

         "Guarantee" means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Indebtedness of any other Person
and, without limiting the generality of the foregoing, any obligation, direct or
indirect, contingent or otherwise, of such Person (i) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness of
such other Person (whether arising by virtue of partnership arrangements, or by
agreements to keep well, to purchase assets, goods, securities or services
(unless such purchase arrangements are on arm's-length terms and are entered
into in the ordinary course of business), to take-or-pay, or to maintain
financial statement conditions or otherwise) or (ii) entered into for purposes
of assuring in any other manner the obligee of such Indebtedness of the payment
thereof or to protect such obligee against loss in respect thereof (in whole or
in part); provided that the term "Guarantee" shall not include endorsements for
collection or deposit in the ordinary course of business. The term "Guarantee"
used as a verb has a corresponding meaning.

         "Holder", in the case of any Registered Security, means the Person in
whose name such Security is registered in the Security Register and, in the case
of any Bearer Security, means the bearer thereof and, in the case of any Coupon,
means the bearer thereof.

         "Indebtedness" means (a) any liability of the Company or any Subsidiary
(1) for borrowed money, or under any reimbursement obligation relating to a
letter of credit or bank guaranty, or (2) evidenced by a bond, note, debenture
or similar instrument, or (3) for payment obligations arising under any
conditional sale or other title retention arrangement, purchase money obligation
or deferred purchase price arrangement made in connection with the acquisition
of any businesses, properties or assets of any kind, or (4) consisting of the
discounted rental stream properly classified in accordance with generally
accepted accounting principles on the balance sheet of the Company or any
Subsidiary, as lessee, as a capitalized lease obligation, or (5) under Currency
Agreements and Interest Rate Agreements, to the extent not otherwise included in
this definition; (b) any liability of others of a type described in the
preceding clause (a) to the extent that the Company or any Subsidiary has
Guaranteed or is otherwise legally

                                        6
<PAGE>

obligated in respect thereof; and (c) any amendment, supplement, modification,
deferral, renewal, extension or refunding of any liability of the types referred
to in clauses (a) and (b) above. "Indebtedness" shall not be construed to
include (y) trade payables or credit on open account to trade creditors incurred
in the ordinary course of business (including vendor finance programs), or (z)
obligations under supply or consignment contracts in the ordinary course of
business or forward sales agreements for inventory. Accrual of interest,
accretion or amortization of original issue discount will not be deemed to be an
incurrence of Indebtedness for purposes of the covenant restricting Funded Debt
of Restricted Subsidiaries.

         "Indemnifiable Transaction" has the meaning specified in Section 8.3.

         "Indemnification Amount" has the meaning specified in Section 8.1(b).

         "Indenture" means this instrument as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof and, with respect to any
Security, by the terms and provisions of such Security and any Coupon
appertaining thereto established pursuant to Section 3.1 (as such terms and
provisions may be amended pursuant to the applicable provisions hereof).

         "Independent Public Accountants" means accountants or a firm of
accountants that, with respect to the Company and any other obligor under the
Securities or the Coupons, are independent public accountants within the meaning
of the Securities Act, and the rules and regulations promulgated by the
Commission thereunder, who may be the independent public accountants regularly
retained by the Company or who may be other independent public accountants. Such
accountants or firm shall be entitled to rely upon any Opinion of Counsel as to
the interpretation of any legal matters relating to this Indenture or
certificates required to be provided hereunder.

         "Indexed Security" means a Security the terms of which provide that the
principal amount thereof payable at Stated Maturity, and premium, if any,
interest, if any, or Additional Amounts thereon may be determined with reference
to an index, formula or other method or methods.

         "Interest", with respect to any Original Issue Discount Security which
by its terms bears interest only after Maturity, means interest payable after
Maturity and, when used with respect to a Security which provides for the
payment of Additional Amounts pursuant to Section 10.4, includes such Additional
Amounts.

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

         "Interest Rate Agreement" means, for any Person, any interest rate swap
agreement, interest rate cap agreement, interest rate collar agreement or other
similar agreement or arrangement, including the combination of these
transactions, designed to protect the party indicated therein against
fluctuations in interest rates.

         "Judgment Currency" has the meaning specified in Section 1.16.

                                        7
<PAGE>

         "Lenders" means, collectively, the bank lenders party to the Credit
Facility from time to time.

         "Lien" means, with respect to any asset, any pledge, mortgage, charge,
encumbrance or security interest in respect of such asset; provided that any
transaction (including, without limitation, any sale of accounts receivable)
which is treated as a sale of assets under GAAP shall be so treated and any
asset which is so sold shall not be deemed subject to a Lien. A contractual
grant of a right of set-off (which may include a security interest granted in
the same collateral) or a contractual lien on property in transit to or in the
possession of the lienor, does not create a Lien in the absence of an agreement
to maintain a balance or deliver property against which such right may be
exercised.

         "Maturity", with respect to any Security, means the date on which the
principal of such Security or an installment of principal becomes due and
payable as provided in or pursuant to this Indenture, whether at the Stated
Maturity or by declaration of acceleration, notice of redemption or repurchase,
notice of option to elect repayment or otherwise, and includes the Redemption
Date.

         "New York Banking Day" has the meaning specified in Section 1.16.

         "Office" or "Agency", with respect to any Securities, means an office
or agency of the Company maintained or designated in a Place of Payment for such
Securities pursuant to Section 10.2 or any other office or agency of the Company
maintained or designated for such Securities pursuant to Section 10.2 or, to the
extent designated or required by Section 10.2 in lieu of such office or agency,
the Corporate Trust Office of the Trustee.

         "Officers' Certificate" means a certificate signed by (a) (i) the
Chairman of the Board, a Vice Chairman, the President or a Vice President, and
(ii) the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary of the Company, or (b) by any two of the officers listed in clause (i)
that complies with the requirements of Section 314(e) of the Trust Indenture Act
and is delivered to the Trustee.

         "Opinion of Counsel" means a written opinion of counsel, who may be an
employee of or counsel for the Company or other counsel who shall be reasonably
acceptable to the Trustee, that, if required by the Trust Indenture Act,
complies with the requirements of Section 314(e) of the Trust Indenture Act.

         "Original Issue Discount Security" means a Security issued pursuant to
this Indenture which provides for declaration of an amount less than the
principal face amount thereof to be due and payable upon acceleration pursuant
to Section 5.2.

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

                           (a)      any such Security theretofore cancelled by
                                    the Trustee or the Security Registrar or
                                    delivered to the Trustee or the Security
                                    Registrar for cancellation;

                                        8
<PAGE>

                           (b)      any such Security for whose payment at the
                                    Maturity thereof money in the necessary
                                    amount has been theretofore deposited
                                    pursuant hereto (other than pursuant to
                                    Section 4.2) with the Trustee or any Paying
                                    Agent (other than the Company) in trust or
                                    set aside and segregated in trust by the
                                    Company (if the Company shall act as its own
                                    Paying Agent) for the Holders of such
                                    Securities and any Coupons appertaining
                                    thereto, provided that, if such Securities
                                    are to be redeemed, notice of such
                                    redemption has been duly given pursuant to
                                    this Indenture or provision therefor
                                    reasonably satisfactory to the Trustee has
                                    been made;

                           (c)      any such Security with respect to which the
                                    Company has effected defeasance pursuant to
                                    the terms hereof, except to the extent
                                    provided in Section 4.2;

                           (d)      any such Security which has been paid
                                    pursuant to Section 3.6 or in exchange for
                                    or in lieu of which other Securities have
                                    been authenticated and delivered pursuant to
                                    this Indenture, unless there shall have been
                                    presented to the Trustee proof reasonably
                                    satisfactory to it that such Security is
                                    held by a bona fide purchaser in whose hands
                                    such Security is a valid obligation of the
                                    Company; and

                           (e)      any such Security converted or exchanged as
                                    contemplated by this Indenture into Common
                                    Stock of the Company or other securities, if
                                    the terms of such Security provide for such
                                    conversion or exchange pursuant to Section
                                    3.1;

provided, however, that 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 or are present at
a meeting of Holders of Securities for quorum purposes, (i) the principal amount
of an Original Issue Discount Security that may be counted in making such
determination and that shall be deemed to be Outstanding for such purposes shall
be equal to the amount of the principal thereof that pursuant to the terms of
such Original Issue Discount Security would be declared (or shall have been
declared to be) due and payable upon a declaration of acceleration thereof
pursuant to Section 5.2 at the time of such determination, and (ii) the
principal amount of any Indexed Security that may be counted in making such
determination and that shall be deemed Outstanding for such purposes shall be
equal to the principal face amount of such Indexed Security at original
issuance, unless otherwise provided in or pursuant to this Indenture, and (iii)
the principal amount of a Security denominated in a Foreign Currency shall be
the Dollar equivalent, determined on the date of original issuance of such
Security, of the principal amount (or, in the case of an Original Issue Discount
Security, the Dollar equivalent on the date of original issuance of such
Security of the amount determined as provided in (i) above) of such Security,
and (iv) Securities owned by the Company or any other obligor upon the
Securities or any Affiliate of the Company or such other obligor, shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in making any such determination or
relying upon any such request, demand,

                                        9
<PAGE>

authorization, direction, notice, consent or waiver, only Securities which a
Responsible Officer of the Trustee actually knows to be so owned shall be so
disregarded. Securities so owned which shall have been pledged in good faith may
be regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee (A) the pledgee's right so to act with respect to such Securities and
(B) that the pledgee is not the Company or any other obligor upon the Securities
or any Coupons appertaining thereto or an Affiliate of the Company or such other
obligor.

         "Paying Agent" means any Person authorized by the Company to pay the
principal of, or any premium or interest on, or any Additional Amounts with
respect to, any Security or any Coupon on behalf of the Company.

         "Permitted Receivables Transaction" means any transaction or series of
transactions entered into by the Company or any of its Restricted Subsidiaries
in order to monetize or otherwise finance a pool (which may be fixed or
revolving) of receivables, leases or other financial assets (including, without
limitation, financing contracts) or other transactions evidenced by receivables
purchase agreements, including without limitation, factoring agreements and
other similar agreements pursuant to which receivables are sold at a discount
(in each case whether now or existing or arising in the future), and which may
include a grant of a security interest in any such receivables, leases, other
financial assets (whether now existing or arising in the future) of the Company
or any of its Restricted Subsidiaries, and any assets related thereto, including
all collateral securing such receivables, leases, or other financial assets, all
contracts and all Guarantees or other obligations in respect thereof, proceeds
thereof and other assets that are customarily transferred, or in respect of
which security interests are customarily granted, in connection with asset
securitization transactions involving receivables, leases, or other financial
assets or other transactions evidenced by receivables purchase agreements,
including without limitation, factoring agreements and other similar agreements
pursuant to which receivables are sold at a discount.

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

         "Place of Payment", with respect to any Security, means the place or
places where the principal of, or any premium or interest on, or any Additional
Amounts with respect to such Security are payable as provided in or pursuant to
this Indenture or such Security.

         "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same Indebtedness as that evidenced
by such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 3.6 in exchange for or in
lieu of a lost, destroyed, mutilated or stolen Security or any Security to which
a mutilated, destroyed, lost or stolen Coupon appertains shall be deemed to
evidence the same Indebtedness as the lost, destroyed, mutilated or stolen
Security or the Security to which a mutilated, destroyed, lost or stolen Coupon
appertains.

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

                                       10
<PAGE>

         "Redemption Price", with respect to any Security or portion thereof to
be redeemed, means the price at which it is to be redeemed as determined by or
pursuant to this Indenture or such Security.

         "Registered Security" means any Security established pursuant to
Section 2.1 which is registered in a Security Register.

         "Regular Record Date" for the interest payable on any Registered
Security on any Interest Payment Date therefor means the date, if any, specified
in or pursuant to this Indenture or such Security as the "Regular Record Date".

         "Required Currency" has the meaning specified in Section 1.16.

         "Responsible Officer" means, when used with respect to the Trustee, any
officer within the corporate trust department of the Trustee, including any vice
president, assistant vice president, assistant secretary, assistant treasurer,
trust officer or any other officer of the Trustee who customarily performs
functions similar to those performed by the Persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred
because of such person's knowledge of and familiarity with the particular
subject and who shall have direct responsibility for the administration of this
Indenture.

         "Restricted Subsidiary" means, at any time, each and every Subsidiary
at least 80% (by number of votes) of the Voting Stock of which is legally and
beneficially owned by the Company and its Wholly-Owned Restricted Subsidiaries
at such time.

         "Sale and Leaseback Transaction" has the meaning specified in Section
10.6.

         "Securities Act" means the U.S. Securities Act of 1933, as amended.

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

         "Security" or "Securities" means any note or notes, bond or bonds,
debenture or debentures, or any other evidences of Indebtedness, as the case may
be, authenticated and delivered under this Indenture; provided, however, that,
if at any time there is more than one Person acting as Trustee under this
Indenture, "Securities", with respect to any such Person, shall mean Securities
authenticated and delivered under this Indenture, exclusive, however, of
Securities of any series as to which such Person is not Trustee.

         "Security Register" and "Security Registrar" have the respective
meanings specified in Section 3.5.

         "Special Record Date" for the payment of any Defaulted Interest on any
Registered Security means a date fixed by the Company pursuant to Section 3.7.

         "Stated Maturity", with respect to any Security or any installment of
principal thereof or interest thereon or any Additional Amounts with respect
thereto or any other Indebtedness, means the date established by or pursuant to
this Indenture or such Security or other

                                       11
<PAGE>

Indebtedness as the fixed date on which the principal of such Security or such
installment of principal or interest or other Indebtedness is, or such
Additional Amounts are, due and payable.

         "Subsidiary" means any Corporation, association or other business
entity of which at the time of determination the Company or one or more
Subsidiaries owns or controls more than 50% of the shares of Voting Stock.

         "Succession Date" has the meaning specified in Section 11.8.

         "Successor Additional Amounts" has the meaning specified in Section
8.1(b).

         "Surety Obligations" means any bonds, including bid bonds, advance
bonds, or performance bonds, letters of credits, warranties, and similar
arrangements between the Company or any of its Restricted Subsidiaries and one
or more surety providers, for the benefit of the Company or any Restricted
Subsidiary's suppliers, vendors, insurers, or customers including, in each case,
any related notes, Guarantees, collateral documents, instruments and agreements
executed in connection therewith, in each case as amended, modified, renewed,
refunded, replaced, restated or refinanced from time to time, and in each case
exclusive of obligations for the payment of borrowed money.

         "Trust Indenture Act" means the U.S. Trust Indenture Act of 1939, as
amended, and any reference herein to the Trust Indenture Act or a particular
provision thereof shall mean such Act or provision, as the case may be, as
amended or replaced from time to time or as supplemented from time to time by
rules or regulations adopted by the Commission under or in furtherance of the
purposes of such Act or provision, as the case may be.

         "Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
with respect to one or more series of Securities pursuant to the applicable
provisions of this Indenture, and thereafter "Trustee" shall mean each Person
who is then a Trustee hereunder; provided, however, that if at any time there is
more than one such Person, "Trustee" shall mean each such Person and as used
with respect to the Securities of any series shall mean the Trustee with respect
to the Securities of such series.

         "United States", except as otherwise provided in or pursuant to this
Indenture or any Security, means the United States of America (including the
states thereof and the District of Columbia), its territories and possessions
and other areas subject to its jurisdiction.

         "United States Alien", except as otherwise provided in or pursuant to
this Indenture or any Security, means any Person who, for United States Federal
income tax purposes, is a foreign Corporation, a non-resident alien individual,
a non-resident alien fiduciary of a foreign estate or trust, or a foreign
partnership one or more of the members of which is, for United States Federal
income tax purposes, a foreign Corporation, a non-resident alien individual or a
non-resident alien fiduciary of a foreign estate or trust.

         "U.S. Depository" or "Depository" means, with respect to any Security
issuable or issued in the form of one or more global Securities, the Person
designated as U.S. Depository or Depository by the Company in or pursuant to
this Indenture, which Person must be, to the extent required by applicable law
or regulation, a clearing agency registered under the Securities

                                       12
<PAGE>

Exchange Act and, if so provided with respect to any Security, any successor to
such Person. If at any time there is more than one such Person, "U.S.
Depository" or "Depository" shall mean, with respect to any Securities, the
qualifying entity which has been appointed with respect to such Securities.

         "Vice President", when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "Vice President."

         "Voting Stock" means stock or equivalent equity interest that
ordinarily has voting power for the election of directors, managers or trustees,
whether at all times or only so long as no senior class of stock has such voting
power by reason of any contingency.

         "Wholly-Owned Restricted Subsidiary" means, at any time, any Restricted
Subsidiary 100% of all of the equity interests (except directors' qualifying
shares) and voting interests of which are owned by the Company and/or any one or
more of the Company and the Company's other Wholly-Owned Restricted Subsidiaries
at such time.

         Section 1.2. Compliance Certificates and Opinions.

         Except as otherwise expressly provided in this Indenture, upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that, in the opinion of such counsel, all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
or any of them is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or
opinion need be furnished.

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

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

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

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

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

                                       13
<PAGE>

         Section 1.3. Form of Documents Delivered to Trustee.

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

         Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon an Opinion of Counsel, provided
that such officer, after reasonable inquiry, has no reason to believe, and does
not believe, that the Opinion of Counsel with respect to the matters upon which
his certificate or opinion is based is erroneous. Any such Opinion of Counsel
may be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an officer or officers of the Company stating
that the information with respect to such factual matters is in the possession
of the Company provided that such counsel, after reasonable inquiry, has no
reason to believe, and does not believe, that the certificate or opinion or
representations with respect to such matters are erroneous.

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

         Section 1.4. Acts of Holders.

                  (1)      Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by or pursuant to this
Indenture to be given or taken by Holders may be embodied in and evidenced by
one or more instruments of substantially similar tenor signed by such Holders in
person or by an agent duly appointed in writing. If, but only if, Securities of
a series are issuable as Bearer Securities, any request, demand, authorization,
direction, notice, consent, waiver or other action provided in or pursuant to
this Indenture to be given or taken by Holders of Securities of such series may,
alternatively, be embodied in and evidenced by the record of Holders of
Securities of such series voting in favor thereof, either in person or by
proxies duly appointed in writing, at any meeting of Holders of Securities of
such series duly called and held in accordance with the provisions of Article
15, or a combination of such instruments and any such record. Except as herein
otherwise expressly provided, such action shall become effective when such
instrument or instruments or record or both are delivered to the Trustee and,
where it is hereby expressly required, to the Company. Such instrument or
instruments and any such record (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments or so voting at any such meeting. Proof of
execution of any such instrument or of a writing appointing any such agent, or
of the holding by any Person of a Security, shall be sufficient for any purpose
of this Indenture and (subject to Section 315 of the Trust Indenture Act)
conclusive in favor of the Trustee and the Company and any agent of the Trustee
or the Company, if made in the manner provided in this Section. The record of
any meeting of Holders of Securities shall be proved in the manner provided in
Section 15.6.

                                       14
<PAGE>

         Without limiting the generality of this Section 1.4, unless otherwise
provided in or pursuant to this Indenture, a Holder, including a U.S. Depository
that is a Holder of a global Security, may make, give or take, by a proxy, or
proxies, duly appointed in writing, any request, demand, authorization,
direction, notice, consent, waiver or other Act provided in or pursuant to this
Indenture to be made, given or taken by Holders, and a U.S. Depository that is a
Holder of a global Security may provide its proxy or proxies to the beneficial
owners of interests in any such global Security through such U.S. Depository's
standing instructions and customary practices.

         The Company shall fix a record date for the purpose of determining the
Persons who are beneficial owners of interest in any permanent global Security
held by a U.S. Depository entitled under the procedures of such U.S. Depository
to make, give or take, by a proxy or proxies duly appointed in writing, any
request, demand, authorization, direction, notice, consent, waiver or other Act
provided in or pursuant to this Indenture to be made, given or taken by Holders.
If such a record date is fixed, the Holders on such record date or their duly
appointed proxy or proxies, and only such Persons, shall be entitled to make,
give or take such request, demand, authorization, direction, notice, consent,
waiver or other Act, whether or not such Holders remain Holders after such
record date. No such request, demand, authorization, direction, notice, consent,
waiver or other Act shall be valid or effective if made, given or taken more
than 90 days after such record date.

                  (2)      The fact and date of the execution by any Person of
any such instrument or writing referred to in this Section 1.4 may be proved in
any reasonable manner; and the Trustee may in any instance require further proof
with respect to any of the matters referred to in this Section.

                  (3)      The ownership, principal amount and serial numbers of
Registered Securities held by any Person, and the date of the commencement and
the date of the termination of holding the same, shall be proved by the Security
Register.

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

                                       15
<PAGE>

                  (5)      If the Company shall solicit from the Holders of any
Registered Securities any request, demand, authorization, direction, notice,
consent, waiver or other Act, the Company may at its option (but is not
obligated to), by Board Resolution, fix in advance a record date for the
determination of Holders of Registered Securities entitled to give such request,
demand, authorization, direction, notice, consent, waiver or other Act. If such
a record date is fixed, such request, demand, authorization, direction, notice,
consent, waiver or other Act may be given before or after such record date, but
only the Holders of Registered Securities of record at the close of business on
such record date shall be deemed to be Holders for the purpose of determining
whether Holders of the requisite proportion of Outstanding Securities have
authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other Act, and for that purpose the
Outstanding Securities shall be computed as of such record date; provided that
no such authorization, agreement or consent by the Holders of Registered
Securities shall be deemed effective unless it shall become effective pursuant
to the provisions of this Indenture not later than six months after the record
date.

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

         Section 1.5. Notices, etc., to Trustee and Company.

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

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

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

         Section 1.6. Notice to Holders of Securities; Waiver.

         Except as otherwise expressly provided in or pursuant to this
Indenture, where this Indenture provides for notice to Holders of Securities of
any event,

                  (1)      such notice shall be sufficiently given to Holders of
Registered Securities if in writing and mailed, first-class postage prepaid, to
each Holder of a Registered Security affected by such event, at his address as
it appears in the Security Register, not later than the latest date, and not
earlier than the earliest date, prescribed for the giving of such notice; and

                                       16
<PAGE>

                  (2)      such notice shall be sufficiently given to Holders of
Bearer Securities, if any, if published in an Authorized Newspaper in The City
of New York and, if such Securities are then listed on any stock exchange
outside the United States, in an Authorized Newspaper in such city as the
Company shall advise the Trustee that such stock exchange so requires, on a
Business Day at least twice, the first such publication to be not earlier than
the earliest date and the second such publication not later than the latest date
prescribed for the giving of such notice.

         In any case where notice to Holders of Registered Securities is given
by mail, neither the failure to mail such notice, nor any defect in any notice
so mailed, to any particular Holder of a Registered Security shall affect the
sufficiency of such notice with respect to other Holders of Registered
Securities or the sufficiency of any notice to Holders of Bearer Securities
given as provided herein. Any notice which is mailed in the manner herein
provided shall be conclusively presumed to have been duly given or provided. In
case by reason of the suspension of regular mail service or by reason of any
other cause it shall be impracticable to give such notice by mail, then such
notification shall be made by overnight courier.

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

         Where this Indenture provides for notice in any manner, such notice may
be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders of Securities shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

         Section 1.7. Language of Notices.

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

         Section 1.8. Conflict with Trust Indenture Act.

         If any provision hereof limits, qualifies or conflicts with any duties
under any required provision of the Trust Indenture Act imposed hereon by
Section 318(c) thereof, such required provision shall control.

         Section 1.9. Effect of Headings and Table of Contents.

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

                                       17
<PAGE>

         Section 1.10. Successors and Assigns.

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

         Section 1.11. Separability Clause.

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

         Section 1.12. Benefits of Indenture.

         Nothing in this Indenture, any Security or any Coupon, express or
implied, shall give to any Person, other than the parties hereto, any Security
Registrar, any Paying Agent and any Authenticating Agent and their respective
successors hereunder and the Holders of Securities or Coupons, any benefit or
any legal or equitable right, remedy or claim under this Indenture.

         Section 1.13. Governing Law.

         This Indenture, the Securities and any Coupons shall be governed by and
construed in accordance with the laws of the State of New York applicable to
agreements made or instruments entered into and, in each case, performed in said
state.

         Section 1.14. Business Day Convention.

         Unless otherwise specified in or pursuant to this Indenture or any
Securities, in any case where any Interest Payment Date, Stated Maturity or
Maturity of any Security, or the last date on which a Holder has the right to
convert or exchange Securities of a series that are convertible or exchangeable,
shall be a day that is not a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture, any Security or any
Coupon other than a provision in any Security or Coupon that specifically states
that such provision shall apply in lieu hereof) payment need not be made at such
Place of Payment on such date, and such Securities need not be converted or
exchanged on such date but such payment may be made, and such Securities may be
converted or exchanged, on the next succeeding day that is a Business Day at
such Place of Payment with the same force and effect as if made on the Interest
Payment Date or at the Stated Maturity or Maturity or on such last day for
conversion or exchange, and no interest shall accrue on the amount payable on
such date or at such time for the period from and after such Interest Payment
Date, Stated Maturity, or Maturity or last day for conversion or exchange, as
the case may be, to such next succeeding Business Day.

         Section 1.15. Counterparts.

         This Indenture may be executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same
instrument.

                                       18
<PAGE>

         Section 1.16. 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
premium or interest, if any, or Additional Amounts 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 requisite amount of the Required Currency with the
Judgment Currency on the New York Banking Day preceding the day on which a final
unappealable judgment is given 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 clause (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 obligated by law, regulation or executive order to be closed.

         Section 1.17. Limitation on Individual Liability.

         No recourse under or upon any obligation, covenant or agreement
contained in this Indenture or in any Security, or for any claim based thereon
or otherwise in respect thereof, shall be had against any incorporator,
shareholder, 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 such
personal liability whatever shall attach to, or is or shall be incurred by, the
incorporators, shareholders, officers or directors, as such, of the Company, or
any of them, 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 Security 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, shareholder, 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 Security 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 issuance of such Security.

                                       19
<PAGE>

                                   ARTICLE 2

                                SECURITIES FORMS

         Section 2.1. Forms Generally.

         Each Registered Security, Bearer Security, Coupon and temporary or
permanent global Security issued pursuant to this Indenture shall be in the form
established by or pursuant to a Board Resolution or in one or more indentures
supplemental hereto, shall have such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by or pursuant
to this Indenture or any indenture supplemental hereto and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may, consistently herewith, be determined by the
officers executing such Security or Coupon as evidenced by their execution of
such Security or Coupon.

         Unless otherwise provided in or pursuant to this Indenture or any
Securities, the Securities shall be issuable in registered form without Coupons
and shall not be issuable upon the exercise of warrants.

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

         Section 2.2. Form of Trustee's Certificate of Authentication.

         Subject to Section 6.11, the Trustee's certificate of authentication
shall be in substantially the following form:

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

                                           THE BANK OF NEW YORK,
                                                 as Trustee

                                           By___________________________________
                                                    Authorized Signatory

         Section 2.3. Securities in Global Form.

         Unless otherwise provided in or pursuant to this Indenture or any
Securities, the Securities shall not be issuable in temporary or permanent
global form. If Securities of a series shall be issuable in global form, any
such Security may provide that it or any number of such Securities shall
represent the aggregate amount of all Outstanding Securities of such series (or
such lesser amount as is permitted by the terms thereof) from time to time
endorsed thereon and may also provide that the aggregate amount of Outstanding
Securities represented thereby may from time to time be increased or reduced to
reflect exchanges. Any endorsement of any

                                       20
<PAGE>

Security in global form to reflect the amount, or any increase or decrease in
the amount, or changes in the rights of Holders, of Outstanding Securities
represented thereby shall be made in such manner and by such Person or Persons
as shall be specified therein or in the Company Order to be delivered pursuant
to Section 3.3 or 3.4 with respect thereto. Subject to the provisions of Section
3.3 and, if applicable, Section 3.4, the Trustee shall deliver and redeliver, in
each case at the Company's expense, any Security in permanent global form in the
manner and upon instructions given by the Person or Persons specified therein or
in the applicable Company Order. If a Company Order pursuant to Section 3.3 or
3.4 has been, or simultaneously is, delivered, any instructions by the Company
with respect to a Security in global form shall be in writing but need not be
accompanied by or contained in an Officers' Certificate and need not be
accompanied by an Opinion of Counsel.

         Notwithstanding the provisions of Section 3.7, unless otherwise
specified in or pursuant to this Indenture or any Securities, payment of
principal of, any premium and interest on, and any Additional Amounts in respect
of, any Security in temporary or permanent global form shall be made to the
Person or Persons specified therein.

         Notwithstanding the provisions of Section 3.8 and except as provided in
the preceding paragraph, the Company, the Trustee and any agent of the Company
or the Trustee shall treat as the Holder of such principal amount of Outstanding
Securities represented by a global Security (i) in the case of a global Security
in registered form, the Holder of such global Security in registered form, or
(ii) in the case of a global Security in bearer form, the Person or Persons
specified pursuant to Section 3.1.

                                   ARTICLE 3

                                 THE SECURITIES

         Section 3.1. Amount Unlimited; Issuable in Series.

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

         With respect to any Securities to be authenticated and delivered
hereunder, there shall be established in or pursuant to a Board Resolution and
set forth in an Officers' Certificate, or established in one or more indentures
supplemental hereto,

                  (1)      the title of such Securities and the series in which
such Securities shall be included;

                  (2)      any limit upon the aggregate principal amount of the
Securities of such title or the Securities of such series which may be
authenticated and delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities of such series pursuant to Section 3.4,
3.5, 3.6, 9.5 or 11.7, upon repayment in part of any Registered Security of such
series pursuant to Article 13, upon surrender in part of any Registered Security
for conversion into Common Stock of the Company or exchange for other securities
pursuant to its terms, or pursuant to or as contemplated by the terms of such
Securities);

                                       21
<PAGE>

                  (3)      if such Securities are to be issuable as Registered
Securities, as Bearer Securities or alternatively as Bearer Securities and
Registered Securities, and whether the Bearer Securities are to be issuable with
Coupons, without Coupons or both, and any restrictions applicable to the offer,
sale or delivery of the Bearer Securities and the terms, if any, upon which
Bearer Securities may be exchanged for Registered Securities and vice versa;

                  (4)      if any of such Securities are to be issuable in
global form, when any of such Securities are to be issuable in global form and
(i) whether such Securities are to be issued in temporary or permanent global
form or both, (ii) whether beneficial owners of interests in any such global
Security may exchange such interests for Securities of the same series and of
like tenor and of any authorized form and denomination, and the circumstances
under which any such exchanges may occur, if other than in the manner specified
in Section 3.5, and (iii) the name of the Depository or the U.S. Depository, as
the case may be, with respect to any such global Security;

                  (5)      if any of such Securities are to be issuable as
Bearer Securities or in global form, the date as of which any such Bearer
Security or global Security shall be dated (if other than the date of original
issuance of the first of such Securities to be issued);

                  (6)      if any of such Securities are to be issuable as
Bearer Securities, whether interest in respect of any portion of a temporary
Bearer Security in global form payable in respect of an Interest Payment Date
therefor prior to the exchange, if any, of such temporary Bearer Security for
definitive Securities shall be paid to any clearing organization with respect to
the portion of such temporary Bearer Security held for its account and, in such
event, the terms and conditions (including any certification requirements) upon
which any such interest payment received by a clearing organization will be
credited to the Persons entitled to interest payable on such Interest Payment
Date;

                  (7)      the date or dates, or the method or methods, if any,
by which such date or dates shall be determined, on which the principal of and
premium, if any, on such Securities is payable;

                  (8)      the rate or rates at which such Securities shall bear
interest, if any, or the method or methods, if any, by which such rate or rates
are to be determined, the date or dates, if any, from which such interest shall
accrue or the method or methods, if any, by which such date or dates are to be
determined, the Interest Payment Dates, if any, on which such interest shall be
payable and the Regular Record Date, if any, for the interest payable on
Registered Securities on any Interest Payment Date, whether and under what
circumstances Additional Amounts on such Securities or any of them shall be
payable, the notice, if any, to Holders regarding the determination of interest
on a floating rate Security and the manner of giving such notice, and the basis
upon which interest shall be calculated if other than that of a 360-day year of
twelve 30-day months;

                  (9)      if in addition to or other than the Borough of
Manhattan, The City of New York, the place or places where the principal of, any
premium and interest on or any Additional Amounts with respect to such
Securities shall be payable, any of such Securities that are Registered
Securities may be surrendered for registration of transfer or exchange, any of
such

                                       22
<PAGE>

Securities may be surrendered for conversion or exchange and notices or demands
to or upon the Company in respect of such Securities and this Indenture may be
served, the extent to which, or the manner in which, any interest payment or
Additional Amounts on a global Security on an Interest Payment Date, will be
paid and the manner in which any principal of or premium, if any, on any global
Security will be paid;

                  (10)     whether any of such Securities are to be redeemable
at the option of the Company and, if so, the date or dates on which, the period
or periods within which, the price or prices at which and the other terms and
conditions upon which such Securities may be redeemed, in whole or in part, at
the option of the Company;

                  (11)     whether the Company is obligated to redeem or
purchase any of such Securities pursuant to any sinking fund or analogous
provision or at the option of any Holder thereof and, if so, the date or dates
on which, the period or periods within which, the price or prices at which and
the other terms and conditions upon which such Securities shall be redeemed or
purchased, in whole or in part, pursuant to such obligation, and any provisions
for the remarketing of such Securities so redeemed or purchased;

                  (12)     the denominations in which any of such Securities
that are Registered Securities shall be issuable if other than denominations of
$1,000 and any integral multiple thereof, and the denominations in which any of
such Securities that are Bearer Securities shall be issuable if other than the
denomination of $5,000;

                  (13)     whether the Securities of the series will be
convertible into shares of Common Stock of the Company and/or exchangeable for
other securities, whether or not issued by the Company, and, if so, the terms
and conditions upon which such Securities will be so convertible or
exchangeable, and any deletions from or modifications or additions to this
Indenture to permit or to facilitate the issuance of such convertible or
exchangeable Securities or the administration thereof;

                  (14)     if other than the principal amount thereof, the
portion of the principal amount of any of such Securities that shall be payable
upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2
or the method by which such portion is to be determined;

                  (15)     if other than Dollars, the Foreign Currency in which
payment of the principal of, any premium or interest on or any Additional
Amounts with respect to any of such Securities shall be payable;

                  (16)     if the principal of, any premium or interest on or
any Additional Amounts with respect to any of such Securities are to be payable,
at the election of the Company or a Holder thereof or otherwise, in Dollars or
in a Foreign Currency other than that in which such Securities are stated to be
payable, the date or dates on which, the period or periods within which, and the
other terms and conditions upon which, such election may be made, and the time
and manner of determining the exchange rate between the Currency in which such
Securities are stated to be payable and the Currency in which such Securities or
any of them are to be paid pursuant to such election, and any deletions from or
modifications of or additions to the terms of

                                       23
<PAGE>

this Indenture to provide for or to facilitate the issuance of Securities
denominated or payable, at the election of the Company or a Holder thereof or
otherwise, in a Foreign Currency;

                  (17)     whether the amount of payments of principal of, any
premium or interest on or any Additional Amounts with respect to such Securities
may be determined with reference to an index, formula or other method or methods
(which index, formula or method or methods may be based, without limitation, on
Dollars, one or more Foreign Currencies, commodities, equity securities, equity
indices or other indices), and, if so, the terms and conditions upon which and
the manner in which such amounts shall be determined and paid or payable;

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

                  (19)     whether either or both of Section 4.2(2) relating to
defeasance or Section 4.2(3) relating to covenant defeasance shall not be
applicable to the Securities of such series, or any covenants in addition to
those specified in Section 4.2(3) relating to the Securities of such series
shall be subject to covenant defeasance, and any deletions from, or
modifications or additions to, the provisions of Article 4 in respect of the
Securities of such series;

                  (20)     whether any of such Securities are to be issuable
upon the exercise of warrants, and the time, manner and place for such
Securities to be authenticated and delivered;

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

                  (22)     whether the Securities of the series are to be
secured by a pledge of, or security interest in, any assets or property of the
Company and, if so, the specific security provisions applicable thereto;

                  (23)     if there is more than one Trustee, the identity of
the Trustee and, if not the Trustee, the identity of each Security Registrar,
Paying Agent or Authenticating Agent with respect to such Securities; and

                  (24)     any other terms of such Securities and any other
deletions from or modifications or additions to this Indenture in respect of
such Securities.

         All Securities of any one series and all Coupons, if any, appertaining
to Bearer Securities of such series shall be substantially identical except as
to Currency of payments due thereunder, denomination and the rate of interest
thereon, or method of determining the rate of interest, if any, Maturity, and
the date from which interest, if any, shall accrue and except as may otherwise
be provided by the Company in or pursuant to the Board Resolution and set forth
in the Officers' Certificate or in any indenture or indentures supplemental
hereto pertaining to such series of Securities. The terms of the Securities of
any series may provide, without limitation, that the Securities shall be
authenticated and delivered by the Trustee on original issue from time to time
upon written order of persons designated in the Officers' Certificate or
supplemental indenture

                                       24
<PAGE>

and that such persons are authorized to determine, consistent with such
Officers' Certificate or any applicable supplemental indenture, such terms and
conditions of the Securities of such series as are specified in such Officers'
Certificate or supplemental indenture. All Securities of any one series need not
be issued at the same time and, unless otherwise so provided, a series may be
reopened for issuances of additional Securities of such series or to establish
additional terms of such series of Securities.

         If any of the terms of the Securities of any series shall be
established by action taken by or pursuant to a Board Resolution, the Board
Resolution shall be delivered to the Trustee at or prior to the delivery of the
Officers' Certificate setting forth the terms of such series.

         Section 3.2. Currency; Denominations.

         Unless otherwise provided in or pursuant to this Indenture, the
principal of, any premium and interest on and any Additional Amounts with
respect to the Securities shall be payable in Dollars. Unless otherwise provided
in or pursuant to this Indenture, Registered Securities denominated in Dollars
shall be issuable in registered form without Coupons in denominations of $1,000
and any integral multiple thereof, and the Bearer Securities denominated in
Dollars shall be issuable in the denomination of $5,000. Securities not
denominated in Dollars shall be issuable in such denominations as are
established with respect to such Securities in or pursuant to this Indenture.

         Section 3.3. Execution, Authentication, Delivery and Dating.

         Securities shall be executed on behalf of the Company by its Chairman
of the Board, one of its Vice Chairmen, its President, its Treasurer or one of
its Vice Presidents and attested by its Secretary or one of its Assistant
Secretaries. Coupons shall be executed on behalf of the Company by the
Treasurer, any Assistant Treasurer or one of the Vice Presidents of the Company.
The signature of any of these officers on the Securities or any Coupons
appertaining thereto may be manual or facsimile.

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

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities, together with any Coupons
appertaining thereto, executed by the Company, to the Trustee for authentication
and, provided that the Board Resolution and Officers' Certificate or
supplemental indenture or indentures with respect to such Securities referred to
in Section 3.1 and a Company Order for the authentication and delivery of such
Securities have been delivered to the Trustee, the Trustee in accordance with
the Company Order and subject to the provisions hereof and of such Securities
shall authenticate and deliver, or make available for delivery, such Securities.
In authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities and any Coupons

                                       25
<PAGE>

appertaining thereto, the Trustee shall be entitled to receive, and (subject to
Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully
protected in relying upon,

                  (1)      an Opinion of Counsel to the effect that:

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

                           (b)      all conditions precedent to the
authentication and delivery of such Securities and Coupons, if any, appertaining
thereto, have been complied with and that such Securities and Coupons, when
completed by appropriate insertions and attested by duly authorized officers of
the Company, delivered by duly authorized officers of the Company to the Trustee
for authentication pursuant to this Indenture, and authenticated and delivered
by the Trustee and issued by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute legally valid
and binding obligations of the Company, enforceable against the Company in
accordance with their terms, except as enforcement thereof may be subject to or
limited by bankruptcy, insolvency, reorganization, moratorium, arrangement,
fraudulent conveyance, fraudulent transfer or other similar laws relating to or
affecting creditors' rights generally, and subject to general principles of
equity (regardless of whether enforcement is sought in a proceeding in equity or
at law) and will entitle the Holders thereof to the benefits of this Indenture;
such Opinion of Counsel need express no opinion as to the availability of
equitable remedies;

                           (c)      all laws and requirements in respect of the
execution and delivery by the Company of such Securities and Coupons, if any,
have been complied with;

                           (d)      this Indenture has been qualified under the
Trust Indenture Act; and

                           (e)      the Indenture and or Supplemental Indenture
have been duly authorized, executed and delivered and (assuming this Indenture
has been duly authorized, executed and delivered by the Trustee) constitute a
legal, valid and binding agreement of the Company, enforceable in accordance
with their respective terms, except as enforcement thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws
relating to or affecting enforcement of creditors' rights generally or by
general equity principles, and further as enforcement thereof may be limited by
(A) requirements that a claim with respect to any Securities denominated other
than in U.S. dollars (or a foreign currency or composite currency judgement in
respect of such claim) be converted into U.S. dollars at a rate of exchange
prevailing on a date determined pursuant to applicable law or (B) governmental
authority to limit, delay or prohibit the making of payments outside the United
States; and

                  (2)      an Officers' Certificate stating that all conditions
precedent to the execution, authentication and delivery of such Securities and
Coupons, if any, appertaining thereto, have been complied with and that, to the
best knowledge of the Persons executing such certificate, no event which is, or
after notice or lapse of time would become, an Event of Default with respect to
any of the Securities shall have occurred and be continuing.

                                       26
<PAGE>

         If all the Securities of any series are not to be issued at one time,
it shall not be necessary to deliver an Opinion of Counsel and an Officers'
Certificate at the time of issuance of each Security, but such opinion and
certificate, with appropriate modifications, shall be delivered at or before the
time of issuance of the first Security of such series. After any such first
delivery, any separate written request by an Authorized Officer of the Company
that the Trustee authenticate and deliver Securities of such series for original
issue will be deemed to be a certification by the Company that all conditions
precedent provided for in this Indenture relating to authentication and delivery
of such Securities continue to have been complied with.

         The Trustee shall not be required to authenticate or to cause an
Authenticating Agent to authenticate any Securities if the issue of such
Securities pursuant to this Indenture will affect the Trustee's own rights,
duties or immunities under the Securities and this Indenture or otherwise in a
manner which is not reasonably acceptable to the Trustee or if the Trustee,
being advised by counsel, determines that such action may not lawfully be taken.

         Each Registered Security shall be dated the date of its authentication.
Each Bearer Security and any Bearer Security in global form shall be dated as of
the date specified in or pursuant to this Indenture.

         No Security or Coupon appertaining thereto shall be entitled to any
benefit under this Indenture or be valid or obligatory for any purpose, unless
there appears on such Security a certificate of authentication substantially in
the form provided for in Section 2.2 or 6.11 executed by or on behalf of the
Trustee or by the Authenticating Agent by the manual signature of one of its
authorized officers. Such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder. Except as permitted by Section 3.6 or 3.7, the Trustee
shall not authenticate and deliver any Bearer Security unless all Coupons
appertaining thereto then matured have been detached and cancelled.

         Section 3.4. Temporary Securities.

         Pending the preparation of definitive Securities, the Company may
execute and deliver to the Trustee and, upon Company Order, the Trustee shall
authenticate and deliver, in the manner provided in Section 3.3, temporary
Securities in lieu thereof which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued, in registered form or, if authorized in or pursuant to this
Indenture, in bearer form with one or more Coupons or without Coupons and with
such appropriate insertions, omissions, substitutions and other variations as
the officers of the Company executing such Securities may determine, as
conclusively evidenced by their execution of such Securities. Such temporary
Securities may be in global form.

         Except in the case of temporary Securities in global form, which shall
be exchanged in accordance with the provisions thereof, if temporary Securities
are issued, the Company shall cause definitive Securities to be prepared without
unreasonable delay. After the preparation of definitive Securities of the same
series and containing terms and provisions that are identical to those of any
temporary Securities, such temporary Securities shall be exchangeable for such
definitive Securities upon surrender of such temporary Securities at an Office
or Agency for such Securities, without charge to any Holder thereof. Upon
surrender for cancellation of any one or

                                       27
<PAGE>

more temporary Securities (accompanied by any unmatured Coupons appertaining
thereto), the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a like principal amount of definitive Securities of
authorized denominations of the same series and containing identical terms and
provisions; provided, however, that no definitive Bearer Security, except as
provided in or pursuant to this Indenture, shall be delivered in exchange for a
temporary Registered Security; and provided, further, that a definitive Bearer
Security shall be delivered in exchange for a temporary Bearer Security only in
compliance with the conditions set forth in or pursuant to this Indenture.
Unless otherwise provided in or pursuant to this Indenture with respect to a
temporary global Security, until so exchanged the temporary Securities of any
series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series.

         Section 3.5. Registration, Transfer and Exchange.

         With respect to the Registered Securities of each series, if any, the
Company shall cause to be kept a register (each such register being herein
sometimes referred to as the "Security Register") at an Office or Agency for
such series 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 of transfers of the Registered Securities of such
series. Such Office or Agency shall be the "Security Registrar" for that series
of Securities. Unless otherwise specified in or pursuant to this Indenture or
the Securities, the Trustee shall be the initial Security Registrar for each
series of Securities. The Company shall have the right to remove and replace
from time to time the Security Registrar for any series of Securities; provided
that no such removal or replacement shall be effective until a successor
Security Registrar with respect to such series of Securities shall have been
appointed by the Company and shall have accepted such appointment by the
Company. In the event that the Trustee shall not be or shall cease to be
Security Registrar with respect to a series of Securities, it shall have the
right to examine the Security Register for such series at all reasonable times.
There shall be only one Security Register for each series of Securities.

         Upon surrender for registration of transfer of any Registered Security
of any series at any Office or Agency for such series, the Company shall
execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Registered Securities of
the same series denominated as authorized in or pursuant to this Indenture, of a
like aggregate principal amount bearing a number not contemporaneously
outstanding and containing identical terms and provisions.

         At the option of the Holder, Registered Securities of any series may be
exchanged for other Registered Securities of the same series containing
identical terms and provisions, in any authorized denominations, and of a like
aggregate principal amount, upon surrender of the Securities to be exchanged at
any Office or Agency for such series. Whenever any Registered Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Registered Securities which the Holder making the
exchange is entitled to receive.

         If provided in or pursuant to this Indenture, with respect to
Securities of any series, at the option of the Holder, Bearer Securities of such
series may be exchanged for Registered

                                       28
<PAGE>

Securities of such series containing identical terms, denominated as authorized
in or pursuant to this Indenture and in the same aggregate principal amount,
upon surrender of the Bearer Securities to be exchanged at any Office or Agency
for such series, with all unmatured Coupons and all matured Coupons in default
thereto appertaining. If the Holder of a Bearer Security is unable to produce
any such unmatured Coupon or Coupons or matured Coupon or Coupons in default,
such exchange may be effected if the Bearer Securities are accompanied by
payment in funds acceptable to the Company and the Trustee in an amount equal to
the face amount of such missing Coupon or Coupons, or the surrender of such
missing Coupon or Coupons may be waived by the Company and the Trustee if there
is furnished to them such security or indemnity as they may require to save each
of them and any Paying Agent harmless. If thereafter the Holder of such Bearer
Security shall surrender to any Paying Agent any such missing Coupon in respect
of which such a payment shall have been made, such Holder shall be entitled to
receive the amount of such payment; provided, however, that, except as otherwise
provided in Section 10.2, interest represented by Coupons shall be payable only
upon presentation and surrender of those Coupons at an Office or Agency for such
series located outside the United States. Notwithstanding the foregoing, in case
a Bearer Security of any series is surrendered at any such Office or Agency for
such series in exchange for a Registered Security of such series and like tenor
after the close of business at such Office or Agency on (i) any Regular Record
Date and before the opening of business at such Office or Agency on the next
succeeding Interest Payment Date, or (ii) any Special Record Date and before the
opening of business at such Office or Agency on the related date for payment of
Defaulted Interest, such Bearer Security shall be surrendered without the Coupon
relating to such Interest Payment Date or proposed date of payment, as the case
may be (or, if such Coupon is so surrendered with such Bearer Security, such
Coupon shall be returned to the Person so surrendering the Bearer Security), and
interest or Defaulted Interest, as the case may be, shall not be payable on such
Interest Payment Date or proposed date for payment, as the case may be, in
respect of the Registered Security issued in exchange for such Bearer Security,
but shall be payable only to the Holder of such Coupon when due in accordance
with the provisions of this Indenture.

         If provided in or pursuant to this Indenture with respect to Securities
of any series, at the option of the Holder, Registered Securities of such series
may be exchanged for Bearer Securities upon such terms and conditions as may be
provided in or pursuant to this Indenture with respect to such series.

         Whenever any Securities are surrendered for exchange as contemplated by
the immediately preceding two paragraphs, the Company shall execute, and the
Trustee shall authenticate and deliver, the Securities which the Holder making
the exchange is entitled to receive.

         Notwithstanding the foregoing, except as otherwise provided in or
pursuant to this Indenture, any global Security shall be exchangeable for
definitive Securities only if (i) the Depository is at any time unwilling,
unable or ineligible to continue as depository and a successor depository is not
appointed by the Company within 90 days of the date the Company is so informed
in writing, (ii) the Company executes and delivers to the Trustee a Company
Order to the effect that such global Security shall be so exchangeable, or (iii)
an Event of Default has occurred and is continuing with respect to the
Securities. If the beneficial owners of interests in a global Security are
entitled to exchange such interests for definitive Securities as the result of

                                       29
<PAGE>

an event described in clause (i), (ii) or (iii) of the preceding sentence, then
without unnecessary delay but in any event not later than the earliest date on
which such interests may be so exchanged, the Company shall deliver to the
Trustee definitive Securities in such form and denominations as are required by
or pursuant to this Indenture, and of the same series, containing identical
terms and in aggregate principal amount equal to the principal amount of such
global Security, executed by the Company. On or after the earliest date on which
such interests may be so exchanged, such global Security shall be surrendered
from time to time by the U.S. Depository or such other Depository as shall be
specified in the Company Order with respect thereto, and in accordance with
instructions given to the Trustee and the U.S. Depository or such other
Depository, as the case may be (which instructions shall be in writing but need
not be contained in or accompanied by an Officers' Certificate or be accompanied
by an Opinion of Counsel), as shall be specified in the Company Order with
respect thereto to the Trustee, as the Company's agent for such purpose, to be
exchanged, in whole or in part, for definitive Securities as described above
without charge. The Trustee shall authenticate and make available for delivery,
in exchange for each portion of such surrendered global Security, a like
aggregate principal amount of definitive Securities of the same series of
authorized denominations and of like tenor as the portion of such global
Security to be exchanged, which (unless such Securities are not issuable both as
Bearer Securities and as Registered Securities, in which case the definitive
Securities exchanged for the global Security shall be issuable only in the form
in which the Securities are issuable, as provided in or pursuant to this
Indenture) shall be in the form of Bearer Securities or Registered Securities,
or any combination thereof, as shall be specified by the beneficial owner
thereof, but subject to the satisfaction of any certification or other
requirements to the issuance of Bearer Securities; provided, however, that no
such exchanges may occur during a period beginning at the opening of business 15
days before any selection of Securities of the same series to be redeemed and
ending on the relevant Redemption Date; and provided, further, that (unless
otherwise provided in or pursuant to this Indenture) no Bearer Security
delivered in exchange for a portion of a global Security shall be mailed or
otherwise delivered to any location in the United States. Promptly following any
such exchange in part, such global Security shall be returned by the Trustee to
such Depository or the U.S. Depository, as the case may be, or such other
Depository or U.S. Depository referred to above in accordance with the
instructions of the Company referred to above. If a Registered Security is
issued in exchange for any portion of a global Security after the close of
business at the Office or Agency for such Security where such exchange occurs on
or after (i) any Regular Record Date for such Security and before the opening of
business at such Office or Agency on the next succeeding Interest Payment Date,
or (ii) any Special Record Date for such Security and before the opening of
business at such Office or Agency on the related proposed date for payment of
interest or Defaulted Interest, as the case may be, interest shall not be
payable on such Interest Payment Date or proposed date for payment, as the case
may be, in respect of such Registered Security, but shall be payable on such
Interest Payment Date or proposed date for payment, as the case may be, only to
the Person to whom interest in respect of such portion of such global Security
shall be payable in accordance with the provisions of this Indenture.

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

                                       30
<PAGE>

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

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

         Except as otherwise provided in or pursuant to this Indenture, the
Company shall not be required (i) to issue, register the transfer of or exchange
any Securities during a period beginning at the opening of business 15 days
before the day of mailing of any notice of redemption of Securities of like
tenor and the same series under Section 11.3 and ending at the close of business
on the day of such selection, (ii) to register the transfer of or exchange any
Registered Security so selected for redemption in whole or in part, except in
the case of any Security to be redeemed in part, the portion thereof not to be
redeemed, (iii) to exchange any Bearer Security so selected for redemption
except, to the extent provided with respect to such Bearer Security, that such
Bearer Security may be exchanged for a Registered Security of like tenor and the
same series, provided that such Registered Security shall be immediately
surrendered for redemption with written instruction for payment consistent with
the provisions of this Indenture or (iv) to issue, register the transfer of or
exchange any Security which, in accordance with its terms, has been surrendered
for repayment at the option of the Holder, except the portion, if any, of such
Security not to be so repaid.

         Section 3.6. Mutilated, Destroyed, Lost and Stolen Securities.

         If any mutilated Security or a Security with a mutilated Coupon
appertaining to it is surrendered to the Trustee, subject to the provisions of
this Section 3.6, the Company shall execute and the Trustee shall authenticate
and deliver in exchange therefor a new Security of the same series containing
identical terms and of like principal amount and bearing a number not
contemporaneously outstanding, with Coupons appertaining thereto corresponding
to the Coupons, if any, appertaining to the surrendered Security.

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

                                       31
<PAGE>

         Notwithstanding the foregoing provisions of this Section 3.6, in case
any mutilated, destroyed, lost or stolen Security or Coupon has become or is
about to become due and payable, the Company in its discretion may, instead of
issuing a new Security, pay such Security or Coupon; provided, however, that
payment of principal of, any premium or interest on or any Additional Amounts
with respect to any Bearer Securities shall, except as otherwise provided in
Section 10.2, be payable only at an Office or Agency for such Securities located
outside the United States and, unless otherwise provided in or pursuant to this
Indenture, any interest on Bearer Securities and any Additional Amounts with
respect to such interest shall be payable only upon presentation and surrender
of the Coupons appertaining thereto.

         Upon the issuance of any new Security under this Section 3.6, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

         Every new Security, with any Coupons appertaining thereto issued
pursuant to this Section 3.6 in lieu of any destroyed, lost or stolen Security,
or in exchange for a Security to which a destroyed, lost or stolen Coupon
appertains shall constitute a separate obligation of the Company, whether or not
the destroyed, lost or stolen Security and Coupons appertaining thereto or the
destroyed, lost or stolen Coupon shall be at any time enforceable by anyone, and
shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of such series and any
Coupons, if any, duly issued hereunder.

         The provisions of this Section 3.6, as amended or supplemented pursuant
to this Indenture with respect to particular Securities or generally, shall be
exclusive and shall preclude (to the extent lawful) all other rights and
remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities or Coupons.

         Section 3.7. Payment of Interest and Certain Additional Amounts; Rights
to Interest and Certain Additional Amounts Preserved.

         Unless otherwise provided in or pursuant to this Indenture, any
interest on and any Additional Amounts with respect to any Registered Security
which shall be payable, and are punctually paid or duly provided for, on any
Interest Payment Date shall be paid to the Person in whose name such Security
(or one or more Predecessor Securities) is registered as of the close of
business on the Regular Record Date for such interest.

         Unless otherwise provided in or pursuant to this Indenture, any
interest on and any Additional Amounts with respect to any Registered Security
which shall be payable, but shall not be punctually paid or duly provided for,
on any Interest Payment Date for such Registered Security (herein called
"Defaulted Interest") shall forthwith cease to be payable to the Holder thereof
on the relevant Regular Record Date by virtue of having been such Holder; and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in Clause (1) or (2) below:

                  (1)      The Company may elect to make payment of any
Defaulted Interest to the Person in whose name such Registered Security (or a
Predecessor Security thereof) shall be

                                       32
<PAGE>

registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest, which shall be fixed by the Company in the following
manner. The Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on such Registered Security, the Special
Record Date therefor and the date of the proposed payment, and at the same time
the Company shall deposit with the Trustee an amount of money equal to the
aggregate amount proposed to be paid in respect of such Defaulted Interest or
shall make arrangements satisfactory to the Trustee for such deposit on or prior
to the date of the proposed payment, such money when so deposited to be held in
trust for the benefit of the Person entitled to such Defaulted Interest as in
this clause provided. The Special Record Date for the payment of such Defaulted
Interest shall be not more than 15 days and not less than 10 days prior to the
date of the proposed payment and not less than 10 days after notification to the
Trustee of the proposed payment. The Trustee shall in the name and at the
expense of the Company cause notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor to be mailed, first-class postage
prepaid, to the Holder of such Registered Security (or a Predecessor Security
thereof) at his address as it appears in the Security Register not less than 10
days prior to such Special Record Date. The Trustee shall, in the name and at
the expense of the Company, cause a similar notice to be published at least once
in an Authorized Newspaper of general circulation in the Borough of Manhattan,
The City of New York, but such publication shall not be a condition precedent to
the establishment of such Special Record Date. Notice of the proposed payment of
such Defaulted Interest and the Special Record Date therefor having been mailed
as aforesaid, such Defaulted Interest shall be paid to the Person in whose name
such Registered Security (or a Predecessor Security thereof) shall be registered
at the close of business on such Special Record Date and shall no longer be
payable pursuant to the following clause (2).

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

         Unless otherwise provided in or pursuant to this Indenture or the
Securities of any particular series pursuant to the provisions of this
Indenture, at the option of the Company, interest on Registered Securities 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 Security Register or by
transfer to an account maintained by the payee with a bank located in the United
States.

         Subject to the foregoing provisions of this Section and Section 3.5,
each Security delivered under this Indenture upon registration of transfer of or
in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.

         In the case of any Registered Security of any series that is
convertible into shares of Common Stock or exchangeable for other securities,
which Registered Security is converted or exchanged after any Regular Record
Date and on or prior to the next succeeding Interest Payment Date (other than
any Registered Security with respect to which the Stated Maturity is prior to
such Interest Payment Date), interest with respect to which the Stated Maturity
is on such Interest Payment Date shall be payable on such Interest Payment Date
notwithstanding such

                                       33
<PAGE>

conversion or exchange, and such interest (whether or not punctually paid or
duly provided for) shall be paid to the Person in whose name that Registered
Security (or one or more predecessor Registered Securities) is registered at the
close of business on such Regular Record Date. Except as otherwise expressly
provided in the immediately preceding sentence, in the case of any Registered
Security which is converted or exchanged, interest with respect to which the
Stated Maturity is after the date of conversion or exchange of such Registered
Security shall not be payable.

         Section 3.8. Persons Deemed Owners.

         Prior to due presentment of a Registered Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Registered Security is registered in the
Security Register as the owner of such Registered Security for the purpose of
receiving payment of principal of, any premium and (subject to Sections 3.5 and
3.7) interest on and any Additional Amounts with respect to such Registered
Security and for all other purposes whatsoever, whether or not any payment with
respect to such Registered Security shall be overdue, and none of the Company,
the Trustee or any agent of the Company or the Trustee shall be affected by
notice to the contrary.

         The Company, the Trustee and any agent of the Company or the Trustee
may treat the bearer of any Bearer Security or the bearer of any Coupon as the
absolute owner of such Security or Coupon for the purpose of receiving payment
thereof or on account thereof and for all other purposes whatsoever, whether or
not any payment with respect to such Security or Coupon shall be overdue, and
none of the Company, the Trustee or any agent of the Company or the Trustee
shall be affected by notice to the contrary.

         No Holder of any beneficial interest in any global Security held on its
behalf by a Depository shall have any rights under this Indenture with respect
to such global Security, and such Depository may be treated by the Company, the
Trustee, and any agent of the Company or the Trustee as the owner of such global
Security for all purposes whatsoever. None of the Company, the Trustee, any
Paying Agent or the Security Registrar will have any responsibility or liability
for any aspect of the records relating to or payments made on account of
beneficial ownership interests of a global Security or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.

         Section 3.9. Cancellation.

         All Securities and Coupons surrendered for payment, redemption,
registration of transfer, exchange or conversion or for credit against any
sinking fund payment shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee, and any such Securities and Coupons, as well as
Securities and Coupons surrendered directly to the Trustee for any such purpose,
shall be cancelled promptly by the Trustee. The Company may at any time deliver
to the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and all Securities so delivered shall be cancelled promptly by the
Trustee. No Securities shall be authenticated in lieu of or in exchange for any
Securities cancelled as provided in this Section, except as expressly permitted
by or pursuant to this Indenture. All cancelled Securities and Coupons held by
the

                                       34
<PAGE>

Trustee shall be disposed of by the Trustee in its customary manner, unless
by a Company Order the Company directs their return to it.

         Section 3.10. Computation of Interest.

         Except as otherwise provided in or pursuant to this Indenture or in any
Security, interest on the Securities shall be computed on the basis of a 360-day
year of twelve 30-day months.

         Section 3.11. CUSIP Numbers.

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

                                   ARTICLE 4

                    SATISFACTION AND DISCHARGE OF INDENTURE

         Section 4.1. Satisfaction and Discharge.

         Upon the direction of the Company by a Company Order, this Indenture
shall cease to be of further effect with respect to any series of Securities
specified in such Company Order and any Coupons appertaining thereto, and the
Trustee, on receipt of a Company Order, at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture as to such series, when

                  (1)      either

                           (a)      all Securities of such series theretofore
authenticated and delivered and all Coupons appertaining thereto (other than (i)
Coupons appertaining to Bearer Securities of such series surrendered in exchange
for Registered Securities of such series and maturing after such exchange whose
surrender is not required or has been waived as provided in Section 3.5, (ii)
Securities and Coupons of such series which have been destroyed, lost or stolen
and which have been replaced or paid as provided in Section 3.6, (iii) Coupons
appertaining to Securities of such series called for redemption and maturing
after the relevant Redemption Date whose surrender has been waived as provided
in Section 11.6, and (iv) Securities and Coupons of such series for whose
payment money has theretofore been deposited in trust or segregated and held in
trust by the Company and thereafter repaid to the Company or discharged from
such trust, as provided in Section 10.3) have been delivered to the Trustee for
cancellation; or

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

                                       35
<PAGE>

                                    (i)      have become due and payable,

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

                                    (iii)    if redeemable at the option of the
Company, are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Company, and the Company, in the
case of (i), (ii) or (iii) above, has deposited or caused to be deposited with
the Trustee as trust funds in trust for such purpose, money in the Currency in
which such Securities are payable in an amount sufficient to pay and discharge
the entire indebtedness on such Securities and any Coupons appertaining thereto
not theretofore delivered to the Trustee for cancellation, including the
principal of, any premium and interest on, and any Additional Amounts with
respect to such Securities and any Coupons appertaining thereto, to the date of
such deposit (in the case of Securities which have become due and payable) or to
the Maturity thereof, as the case may be;

                  (2)      the Company has paid or caused to be paid all other
sums payable hereunder by the Company with respect to the Outstanding Securities
of such series and any Coupons appertaining thereto; and

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

         In the event there are Securities of two or more series hereunder, the
Trustee shall be required to execute an instrument acknowledging satisfaction
and discharge of this Indenture only if requested to do so with respect to
Securities of such series as to which it is Trustee and if the other conditions
thereto are met.

         Notwithstanding the satisfaction and discharge of this Indenture with
respect to any series of Securities, the obligations of the Company to the
Trustee under Section 6.6 and, if money shall have been deposited with the
Trustee pursuant to subclause (b) of clause (1) of this Section, the obligations
of the Company and the Trustee with respect to the Securities of such series
under Sections 3.5, 3.6, 4.3, 10.2 and 10.3, with respect to the payment of
Additional Amounts, if any, with respect to such Securities as contemplated by
Section 10.4 (but only to the extent that the Additional Amounts payable with
respect to such Securities exceed the amount deposited in respect of such
Additional Amounts pursuant to Section 4.1(1)(b)), and with respect to any
rights to convert or exchange such Securities into Common Stock or other
securities shall survive.

         Section 4.2. Defeasance and Covenant Defeasance.

                  (1)      Unless pursuant to Section 3.1, either or both of (i)
defeasance of the Securities of or within a series under clause (2) of this
Section 4.2 shall not be applicable with respect to the Securities of such
series or (ii) covenant defeasance of the Securities of or within a series under
clause (3) of this Section 4.2 shall not be applicable with respect to the
Securities of such series, then such provisions, together with the other
provisions of this Section 4.2 (with

                                       36
<PAGE>

such modifications thereto as may be specified pursuant to Section 3.1 with
respect to any Securities), shall be applicable to such Securities and any
Coupons appertaining thereto, and the Company may at its option by Board
Resolution, at any time, with respect to such Securities and any Coupons
appertaining thereto, elect to have Section 4.2(2) or Section 4.2(3) be applied
to such Outstanding Securities and any Coupons appertaining thereto upon
compliance with the conditions set forth below in this Section 4.2.

                  (2)      Upon the Company's exercise of the above option
applicable to this Section 4.2(2) with respect to any Securities of or within a
series, the Company shall be deemed to have been discharged from its obligations
with respect to such Outstanding Securities and any Coupons appertaining thereto
on the date the conditions set forth in clause (4) of this Section 4.2 are
satisfied (hereinafter, "defeasance"). For this purpose, such defeasance means
that the Company shall be deemed to have paid and discharged the entire
Indebtedness represented by such Outstanding Securities and any Coupons
appertaining thereto, which shall thereafter be deemed to be "Outstanding" only
for the purposes of clause (5) of this Section 4.2 and the other Sections of
this Indenture referred to in clauses (i) and (ii) below, and to have satisfied
all of its other obligations under such Securities and any Coupons appertaining
thereto and this Indenture insofar as such Securities and any Coupons
appertaining thereto are concerned (and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging the same), except for
the following which shall survive until otherwise terminated or discharged
hereunder: (i) the rights of Holders of such Outstanding Securities and any
Coupons appertaining thereto to receive, solely from the trust fund described in
clause (4) of this Section 4.2 and as more fully set forth in such clause,
payments in respect of the principal of (and premium, if any) and interest, if
any, on, and Additional Amounts, if any, with respect to, such Securities and
any Coupons appertaining thereto when such payments are due, and any rights of
such Holder to convert such Securities into Common Stock or exchange such
Securities for other securities, (ii) the obligations of the Company and the
Trustee with respect to such Securities under Sections 3.5, 3.6, 10.2 and 10.3
and with respect to the payment of Additional Amounts, if any, on such
Securities as contemplated by Section 10.4 (but only to the extent that the
Additional Amounts payable with respect to such Securities exceed the amount
deposited in respect of such Additional Amounts pursuant to Section 4.2(4)(a)
below), and with respect to any rights to convert such Securities into Common
Stock or exchange such Securities for other securities, (iii) the rights,
powers, trusts, duties and immunities of the Trustee hereunder and (iv) this
Section 4.2. The Company may exercise its option under this Section 4.2(2)
notwithstanding the prior exercise of its option under clause (3) of this
Section 4.2 with respect to such Securities and any Coupons appertaining
thereto.

                  (3)      Upon the Company's exercise of the option to have
this Section 4.2(3) apply with respect to any Securities of or within a series,
the Company shall be released from its obligations under Sections 10.5, 10.6,
10.7 and 10.8, and, to the extent specified pursuant to Section 3.1(19), any
other covenant applicable to such Securities, with respect to such Outstanding
Securities and any Coupons appertaining thereto on and after the date the
conditions set forth in clause (4) of this Section 4.2 are satisfied
(hereinafter, "covenant defeasance"), and such Securities and any Coupons
appertaining thereto shall thereafter be deemed to be not "Outstanding" for the
purposes of any direction, waiver, consent or declaration or Act of Holders (and
the consequences of any thereof) in connection with any such covenant, but shall
continue to be deemed "Outstanding" for all other purposes hereunder. For this
purpose, such covenant

                                       37
<PAGE>

defeasance means that, with respect to such Outstanding Securities and any
Coupons appertaining thereto, the Company may omit to comply with, and shall
have no liability in respect of, any term, condition or limitation set forth in
any such Section or such other covenant, whether directly or indirectly, by
reason of any reference elsewhere herein to any such Section or such other
covenant or by reason of reference in any such Section or such other covenant to
any other provision herein or in any other document and such omission to comply
shall not constitute a default or an Event of Default under Section 5.1(4) or
5.1(9) or otherwise, as the case may be, but, except as specified above, the
remainder of this Indenture and such Securities and Coupons appertaining thereto
shall be unaffected thereby.

                  (4)      The following shall be the conditions to application
of clause (2) or (3) of this Section 4.2 to any Outstanding Securities of or
within a series and any Coupons appertaining thereto:

                           (a)      The Company shall irrevocably have deposited
or caused to be deposited with the Trustee (or another trustee satisfying the
requirements of Section 6.7 who shall agree to comply with the provisions of
this Section 4.2 applicable to it) as trust funds in trust for the purpose of
making the following payments, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of such Securities and any
Coupons appertaining thereto, (1) an amount in Dollars or in such Foreign
Currency in which such Securities and any Coupons appertaining thereto are then
specified as payable at Stated Maturity, or (2) Government Obligations
applicable to such Securities and Coupons appertaining thereto (determined on
the basis of the Currency in which such Securities and Coupons appertaining
thereto are then specified as payable at Stated Maturity) which through the
scheduled payment of principal and interest in respect thereof in accordance
with their terms will provide, not later than one day before the due date of any
payment of principal of (and premium, if any) and interest, if any, on such
Securities and any Coupons appertaining thereto, money in an amount, or (3) a
combination thereof, in any case, in an amount, sufficient, without
consideration of any reinvestment of such principal and interest, in the opinion
of a nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge,
and which shall be applied by the Trustee (or other qualifying trustee) to pay
and discharge, (y) the principal of (and premium, if any) and interest, if any,
on such Outstanding Securities and any Coupons appertaining thereto at the
Stated Maturity of such principal or installment of principal or premium or
interest and (z) any mandatory sinking fund payments or analogous payments
applicable to such Outstanding Securities and any Coupons appertaining thereto
on the days on which such payments are due and payable in accordance with the
terms of this Indenture and of such Securities and any Coupons appertaining
thereto.

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

                           (c)      No Event of Default or event which with
notice or lapse of time or both would become an Event of Default with respect to
such Securities and any Coupons appertaining thereto shall have occurred and be
continuing on the date of such deposit and, with respect to defeasance only, at
any time during the period ending on the 123rd day after the date

                                       38
<PAGE>

of such deposit (it being understood that this condition shall not be deemed
satisfied until the expiration of such period).

                           (d)      In the case of an election under clause (2)
of this Section 4.2, the Company shall have delivered to the Trustee an Opinion
of Counsel stating that (i) the Company has received from the Internal Revenue
Service a letter ruling, or there has been published by the Internal Revenue
Service a Revenue Ruling, or (ii) since the date of execution of this Indenture,
there has been a change in the applicable Federal income tax law, in either case
to the effect that, and based thereon such opinion shall confirm that, the
Holders of such Outstanding Securities and any Coupons appertaining thereto will
not recognize income, gain or loss for Federal income tax purposes as a result
of such defeasance and will be subject to Federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such defeasance had not occurred.

                           (e)      In the case of an election under clause (3)
of this Section 4.2, the Company shall have delivered to the Trustee an Opinion
of Counsel to the effect that the Holders of such Outstanding Securities and any
Coupons appertaining thereto will not recognize income, gain or loss for Federal
income tax purposes as a result of such covenant defeasance and will be subject
to Federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such covenant defeasance had not occurred.

                           (f)      The Company shall have delivered to the
Trustee an Opinion of Counsel to the effect that, after the 123rd day after the
date of deposit, all money and Government Obligations (or other property as may
be provided pursuant to Section 3.1) (including the proceeds thereof) deposited
or caused to be deposited with the Trustee (or other qualifying trustee)
pursuant to this clause (4) to be held in trust will not be subject to any case
or proceeding (whether voluntary or involuntary) in respect of the Company under
any Federal or State bankruptcy, insolvency, reorganization or other similar
law, or any decree or order for relief in respect of the Company issued in
connection therewith.

                           (g)      The Company shall have delivered to the
Trustee an Officers' Certificate and an Opinion of Counsel, each stating that
all conditions precedent to the defeasance or covenant defeasance under clause
(2) or (3) of this Section 4.2 (as the case may be) have been complied with.

                           (h)      Notwithstanding any other provisions of this
Section 4.2(4), such defeasance or covenant defeasance shall be effected in
compliance with any additional or substitute terms, conditions or limitations
which may be imposed on the Company in connection therewith pursuant to Section
3.1.

                  (5)      Unless otherwise specified in or pursuant to this
Indenture or any Security, if, after a deposit referred to in Section 4.2(4)(a)
has been made, (a) the Holder of a Security in respect of which such deposit was
made is entitled to, and does, elect pursuant to Section 3.1 or the terms of
such Security to receive payment in a Currency other than that in which the
deposit pursuant to Section 4.2(4)(a) has been made in respect of such Security,
or (b) a Conversion Event occurs in respect of the Foreign Currency in which the
deposit pursuant to Section 4.2(4)(a) has been made, the indebtedness
represented by such Security and any Coupons

                                       39
<PAGE>

appertaining thereto shall be deemed to have been, and will be, fully discharged
and satisfied through the payment of the principal of (and premium, if any), and
interest, if any, on, and Additional Amounts, if any, with respect to, such
Security as the same becomes due out of the proceeds yielded by converting (from
time to time as specified below in the case of any such election) the amount or
other property deposited in respect of such Security into the Currency in which
such Security becomes payable as a result of such election or Conversion Event
based on (x) in the case of payments made pursuant to clause (a) above, the
applicable market exchange rate for such Currency in effect on the second
Business Day prior to each payment date, or (y) with respect to a Conversion
Event, the applicable market exchange rate for such Foreign Currency in effect
(as nearly as feasible) at the time of the Conversion Event.

         The Company shall pay and indemnify the Trustee (or other qualifying
trustee, collectively for purposes of this Section 4.2(5) and Section 4.3, the
"Trustee") against any tax, fee or other charge, imposed on or assessed against
the Government Obligations deposited pursuant to this Section 4.2 or the
principal or interest received in respect thereof other than any such tax, fee
or other charge which by law is for the account of the Holders of such
Outstanding Securities and any Coupons appertaining thereto.

         Anything in this Section 4.2 to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or Government Obligations (or other property and any proceeds
therefrom) held by it as provided in clause (4) of this Section 4.2 which, in
the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to
effect a defeasance or covenant defeasance, as applicable, in accordance with
this Section 4.2.

         Section 4.3. Application of Trust Money.

         Subject to the provisions of the last paragraph of Section 10.3, all
money and Government Obligations (or other property as may be provided pursuant
to Section 3.1) (including the proceeds thereof) deposited with the Trustee
pursuant to Section 4.1 or 4.2 in respect of any Outstanding Securities of any
series and any Coupons appertaining thereto shall be held in trust and applied
by the Trustee, in accordance with the provisions of such Securities, and any
Coupons appertaining thereto and this Indenture, to the payment, either directly
or through any Paying Agent (including the Company acting as its own Paying
Agent) as the Trustee may determine, to the Holders of such Securities and any
Coupons appertaining thereto of all sums due and to become due thereon in
respect of principal (and premium, if any) and interest and Additional Amounts,
if any; but such money and Government Obligations need not be segregated from
other funds except to the extent required by law.

                                       40
<PAGE>

                                   ARTICLE 5

                                    REMEDIES

         Section 5.1. Events of Default.

         "Event of Default", wherever used herein with respect to Securities of
any series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body),
unless such event is specifically deleted or modified in or pursuant to the
supplemental indenture, Board Resolution or Officers' Certificate establishing
the terms of such Series pursuant to this Indenture:

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

                  (2)      default in the payment of the principal of or any
premium on any Security of such series or any Additional Amounts payable with
respect thereto, when such principal or premium becomes or such Additional
Amounts become due and payable at their Maturity; or

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

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

                  (5)      there occurs with respect to any issue or issues of
Indebtedness of the Company (including any Guarantee and any other series of
Securities) or any of its Restricted Subsidiaries having an outstanding
principal amount of $50,000,000 or more in the aggregate for all such issues of
all such Persons, whether such Indebtedness exists on the date of this Indenture
or shall hereafter be created, (a) an event of default that has caused the
holder thereof to declare such Indebtedness to be due and payable prior to its
stated maturity and such Indebtedness has not been discharged in full or such
acceleration has not been rescinded or annulled within 30 days of such
acceleration and/or (b) the failure to make a principal payment at the final
(but not any interim) fixed maturity and such defaulted payment shall not have
been made, waived or extended within 30 days of such payment default; or

                                       41
<PAGE>

                  (6)      the Company or any of its Restricted Subsidiaries
shall fail within 30 days to pay, bond or otherwise discharge uninsured
judgments or court orders for the payment of money in excess of $50,000,000 in
the aggregate, which are not stayed on appeal or are not otherwise being
appropriately contested in good faith; or

                  (7)      the entry by a court having competent jurisdiction
of:

                           (a)      a decree or order for relief in respect of
the Company or any of its Restricted Subsidiaries in an involuntary proceeding
under any applicable bankruptcy, insolvency, reorganization or other similar law
and such decree or order shall remain unstayed and in effect for a period of 60
consecutive days; or

                           (b)      a decree or order adjudging the Company or
any of its Restricted Subsidiaries to be insolvent, or approving a petition
seeking reorganization, arrangement, adjustment or composition of the Company or
any of its Restricted Subsidiaries and such decree or order shall remain
unstayed and in effect for a period of 60 consecutive days; or

                           (c)      a final and non-appealable order appointing
a custodian, receiver, liquidator, assignee, trustee or other similar official
of the Company or any of its Restricted Subsidiaries or of any substantial part
of the property of the Company or any of its Restricted Subsidiaries, as the
case may be, or ordering the winding up or liquidation of the affairs of the
Company or any of its Restricted Subsidiaries; or

                  (8)      the commencement by the Company or any of its
Restricted Subsidiaries of a voluntary proceeding under any applicable
bankruptcy, insolvency, reorganization or other similar law or of a voluntary
proceeding seeking to be adjudicated insolvent or the consent by the Company or
any of its Restricted Subsidiaries to the entry of a decree or order for relief
in an involuntary proceeding under any applicable bankruptcy, insolvency,
reorganization or other similar law or to the commencement of any insolvency
proceedings against it, or the filing by the Company or any of its Restricted
Subsidiaries of a petition or answer or consent seeking reorganization,
arrangement, adjustment or composition of the Company or any of its Restricted
Subsidiaries or relief under any applicable law, or the consent by the Company
or any of its Restricted Subsidiaries to the filing of such petition or to the
appointment of or taking possession by a custodian, receiver, liquidator,
assignee, trustee or similar official of the Company or any of its Restricted
Subsidiaries or any substantial part of the property of the Company or any of
its Restricted Subsidiaries or the making by the Company or any of its
Restricted Subsidiaries of an assignment for the benefit of creditors, or the
taking of corporate action by the Company or any of its Restricted Subsidiaries
in furtherance of any such action; or

                  (9)      any other Event of Default provided in or pursuant to
this Indenture with respect to Securities of such series.

         Section 5.2. Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default with respect to Securities of any series at the
time Outstanding (other than an Event of Default with respect to the Company
specified in clause (7) or (8) of Section 5.1) occurs and is continuing, then
the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of such series may declare the principal of all the

                                       42
<PAGE>

Securities of such series, or such lesser amount as may be provided for in the
Securities of such series, to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by the Holders), and upon
any such declaration such principal or such lesser amount shall become
immediately due and payable.

         If an Event of Default with respect to the Company specified in clause
(7) or (8) of Section 5.1 occurs, all unpaid principal of and accrued interest
on and any Additional Amounts payable in respect of the Outstanding Securities
of that series (or such lesser amount as may be provided for in the Securities
of such series) shall ipso facto become and be immediately due and payable
without any declaration or other act on the part of the Trustee or any Holder of
any Security of that series.

         At any time after a declaration of acceleration with respect to the
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of not less than a majority in principal amount of
the Outstanding Securities of such series, by written notice to the Company and
the Trustee, may rescind and annul such declaration and its consequences if

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

                           (a)      all overdue installments of any interest on
and Additional Amounts with respect to all Securities of such series and any
Coupon appertaining thereto,

                           (b)      the principal of and any premium on any
Securities of such series which have become due otherwise than by such
declaration of acceleration and interest thereon and any Additional Amounts with
respect thereto at the rate or rates borne by or provided for in such
Securities,

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

                           (d)      all sums paid or advanced by the Trustee
hereunder and the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel and all other amounts due the Trustee
under Section 6.6; and

                  (2)      all Events of Default with respect to Securities of
such series, other than the non-payment of the principal of, any premium and
interest on, and any Additional Amounts with respect to Securities of such
series which shall have become due solely by such declaration of acceleration,
shall have been cured or waived as provided in Section 5.13.

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

         Section 5.3. Collection of Indebtedness and Suits for Enforcement by
Trustee.

         The Company covenants that if

                                       43
<PAGE>

                  (1)      default is made in the payment of any installment of
         interest on or any Additional Amounts with respect to any Security or
         any Coupon appertaining thereto when such interest or Additional
         Amounts shall have become due and payable and such default continues
         for a period of 30 days, or

                  (2)      default is made in the payment of the principal of or
         any premium on any Security or any Additional Amounts with respect
         thereto at their Maturity,

the Company shall, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities and any Coupons appertaining thereto,
the whole amount of money then due and payable with respect to such Securities
and any Coupons appertaining thereto, with interest upon the overdue principal,
any premium and, to the extent that payment of such interest shall be legally
enforceable, upon any overdue installments of interest and Additional Amounts at
the rate or rates borne by or provided for in such Securities, and, in addition
thereto, such further amount of money as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel and all other
amounts due to the Trustee under Section 6.6.

         If the Company fails to pay the money it is required to pay the Trustee
pursuant to the preceding paragraph forthwith upon the demand of the Trustee,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the money so due and unpaid, and may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Company or any other obligor upon such Securities and any Coupons
appertaining thereto and collect the monies adjudged or decreed to be payable in
the manner provided by law out of the property of the Company or any other
obligor upon such Securities and any Coupons appertaining thereto, wherever
situated.

         If an Event of Default with respect to Securities of any series occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Securities of such series
and any Coupons appertaining thereto 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 such Securities or in aid of the exercise of any power granted
herein or therein, or to enforce any other proper remedy.

         Section 5.4. Trustee May File Proofs of Claim.

         In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities of any series or the property of the Company or such other obligor or
their creditors, the Trustee (irrespective of whether the principal of the
Securities shall then be due and payable as therein expressed or by declaration
or otherwise and irrespective of whether the Trustee shall have made any demand
on the Company for the payment of any overdue principal, premium, interest or
Additional Amounts) shall be entitled and empowered, by intervention in such
proceeding or otherwise,

                                       44
<PAGE>

                  (1)      to file and prove a claim for the whole amount, or
such lesser amount as may be provided for in the Securities of any applicable
series, of the principal and any premium, interest and Additional Amounts owing
and unpaid in respect of the Securities and any Coupons appertaining thereto 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 or
counsel) and of the Holders of Securities or any Coupons appertaining thereto
allowed in such judicial proceeding, and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder of Securities or any Coupons to make such payments to the Trustee
and, in the event that the Trustee shall consent to the making of such payments
directly to the Holders of Securities or any Coupons, to pay to the Trustee any
amount due to 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 6.6.

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

         Section 5.5. Trustee May Enforce Claims without Possession of
Securities or Coupons.

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

         Section 5.6. Application of Money Collected.

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

                  FIRST: To the payment of all amounts due the Trustee and any
         predecessor Trustee under Section 6.6;

                                       45
<PAGE>

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

                  THIRD: The balance, if any, to the Person or Persons entitled
         thereto.

         Section 5.7. Limitations on Suits.

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

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

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

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

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

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

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

         Section 5.8. Unconditional Right of Holders to Receive Principal and
any Premium, Interest and Additional Amounts.

         Notwithstanding any other provision in this Indenture, the Holder of
any Security or Coupon shall have the right, which is absolute and
unconditional, to receive payment of the principal of, any premium and (subject
to Sections 3.5 and 3.7) interest on, and any Additional Amounts with respect to
such Security or payment of such Coupon, as the case may be, on the respective
Stated Maturity or Maturities therefor specified in such Security or Coupon (or,
in the

                                       46
<PAGE>

case of redemption, on the Redemption Date or, in the case of repayment at the
option of such Holder if provided in or pursuant to this Indenture, on the date
such repayment is due) and to institute suit for the enforcement of any such
payment, and such right shall not be impaired without the consent of such
Holder.

         Section 5.9. Restoration of Rights and Remedies.

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

         Section 5.10. Rights and Remedies Cumulative.

         Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities or Coupons in the last
paragraph of Section 3.6, no right or remedy herein conferred upon or reserved
to the Trustee or to each and every Holder of a Security or a Coupon is intended
to be exclusive of any other right or remedy, and every right and remedy, to the
extent permitted by law, shall be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not, to the extent permitted by law, prevent the
concurrent assertion or employment of any other appropriate right or remedy.

         Section 5.11. Delay or Omission Not Waiver.

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

         Section 5.12. Control by Holders of Securities.

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

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

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

                                       47
<PAGE>

                  (3)      such direction is not unduly prejudicial to the
rights of the other Holders of Securities of such series not joining in such
action.

         Section 5.13. Waiver of Past Defaults.

         The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series on behalf of the Holders of all the
Securities of such series and any Coupons appertaining thereto may waive any
past default hereunder with respect to such series and its consequences, except
a default

                  (1)      in the payment of the principal of, any premium or
interest on, or any Additional Amounts with respect to, any Security of such
series or any Coupons appertaining thereto, or

                  (2)      in respect of a covenant or provision hereof which
under Article 9 cannot be modified or amended without the consent of the Holder
of each Outstanding Security of such series affected.

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

         Section 5.14. Waiver of Usury, Stay or Extension Laws.

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

         Section 5.15. Undertaking for Costs.

         All parties to this Indenture agree, and each Holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant in such suit of any
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit having due regard to the
merits and good faith of the claims or defenses made by such party litigant; but
the provisions of this Section 5.15 shall not apply to any suit instituted by
the Trustee, to any suit instituted by any Holder, or group of Holders, holding
in the aggregate more than 10% in principal amount of Outstanding Securities of
any series, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of (or premium, if any) or interest, if any, on or
Additional Amounts, if any, with respect to any Security on or after the
respective Stated Maturities expressed in such Security (or, in the case of
redemption, on or after

                                       48
<PAGE>

the Redemption Date, and, in the case of repayment, on or after the date for
repayment) or for the enforcement of the right, if any, to convert or exchange
any Security into Common Stock or other securities in accordance with its terms.

                                   ARTICLE 6

                                  THE TRUSTEE

         Section 6.1. Certain Rights of Trustee.

         Subject to Sections 315(a) through 315(d) of the Trust Indenture Act:

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

                  (2)      any request or direction of the Company mentioned
herein shall be sufficiently evidenced by a Company Request or a Company Order
(in each case, other than delivery of any Security, together with any Coupons
appertaining thereto, to the Trustee for authentication and delivery pursuant to
Section 3.3 which shall be sufficiently evidenced as provided therein) and any
resolution of the Board of Directors may be sufficiently evidenced by a Board
Resolution;

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

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

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

                  (6)      the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, coupon or other paper or document, but the Trustee, in
its discretion, may but shall not be obligated to make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee
shall determine to make such further inquiry or investigation, it shall be
entitled to examine, during business hours

                                       49
<PAGE>

and upon reasonable notice, the books, records and premises of the Company,
personally or by agent or attorney, at the sole expense of the Company;

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

                  (8)      the Trustee shall not be liable for any action taken,
suffered or omitted to be taken by it, or any error of judgment made in good
faith by a Responsible Officer or Responsible Officers of the Trustee, unless it
shall be proved that the Trustee was negligent, acted in bad faith or engaged in
willful misconduct;

                  (9)      the Authenticating Agent, Paying Agent, and Security
Registrar shall have the same protections as the Trustee set forth hereunder;

                  (10)     the Trustee shall not be liable with respect to any
action taken, suffered or omitted to be taken by it in good faith in accordance
with an Act of the Holders hereunder, and, to the extent not so provided herein,
with respect to any act requiring the Trustee to exercise its own discretion,
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 or any Securities, unless it shall be proved
that, in connection with any such action taken, suffered or omitted or any such
act, the Trustee was negligent, acted in bad faith or engaged in willful
misconduct;

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

                  (12)     the Trustee shall not be deemed to have notice of any
Default or Event of Default unless a Responsible Officer of the Trustee has
actual knowledge thereof or unless written notice of any event which is in fact
such a default is received by the Trustee at the Corporate Trust Office of the
Trustee, and such notice references the Securities and this Indenture.

         Section 6.2. Notice of Defaults.

         Within 90 days after the occurrence of any default hereunder with
respect to the Securities of any series, the Trustee shall transmit by mail to
all Holders of Securities of such series entitled to receive reports pursuant to
Section 7.3(3), notice of such default hereunder actually known to a Responsible
Officer of the Trustee, unless such default shall have been cured or waived;
provided, however, that, except in the case of a default in the payment of the
principal of (or premium, if any), or interest, if any, on, or Additional
Amounts or any sinking fund or purchase fund installment with respect to, any
Security of such series, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee or a
trust committee of directors and/or Responsible Officers of the Trustee in good

                                       50
<PAGE>

faith determine that the withholding of such notice is in the best interest of
the Holders of Securities and Coupons of such series; and provided, further,
that in the case of any default of the character specified in Section 5.1(4)
with respect to Securities of such series, no such notice to Holders shall be
given until at least 30 days after the occurrence thereof. For the purpose of
this Section, the term "default" means any event which is, or after notice or
lapse of time or both would become, an Event of Default with respect to
Securities of such series.

         Section 6.3. Not Responsible for Recitals or Issuance of Securities.

         The recitals contained herein and in the Securities, except the
Trustee's certificate of authentication, and in any Coupons shall be taken as
the statements of the Company and neither the Trustee nor any Authenticating
Agent assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or the Coupons, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder and that the statements made by it in a
Statement of Eligibility on Form T-1 supplied to the Company are true and
accurate, subject to the qualifications set forth therein. Neither the Trustee
nor any Authenticating Agent shall be accountable for the use or application by
the Company of the Securities or the proceeds thereof.

         Section 6.4. May Hold Securities.

         The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other Person that may be an agent of the Trustee or the
Company, in its individual or any other capacity, may become the owner or
pledgee of Securities or Coupons and, subject to Sections 310(b) and 311 of the
Trust Indenture Act, may otherwise deal with the Company with the same rights it
would have if it were not the Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other Person.

         Section 6.5. Money Held in Trust.

         Except as provided in Section 4.3 and Section 10.3, money held by the
Trustee in trust hereunder need not be segregated from other funds except to the
extent required by law and shall be held uninvested. The Trustee shall be under
no liability for interest on any money received by it hereunder except as
otherwise agreed to in writing with the Company.

         Section 6.6. Compensation and Reimbursement.

         The Company agrees:

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

                  (2)      except as otherwise expressly provided herein, to
reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any provision of this Indenture or arising out of or in connection

                                       51
<PAGE>

with the acceptance or administration of the trust or trusts hereunder
(including the reasonable compensation and the expenses and disbursements of its
agents and counsel), except any such expense, disbursement or advance as may be
attributable to the Trustee's negligence or bad faith; and

                  (3)      to indemnify the Trustee and its agents, officers,
directors and employees and any predecessor Trustee for, and to hold them
harmless against, any and all loss, damage, claim, liability or expense,
including taxes (other than taxes based upon, measured by or determined by the
income of the Trustee), arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder, including the costs and
expenses of defending themselves against any claim or liability in connection
with the exercise or performance of any of their powers or duties hereunder,
except to the extent that any such loss, damage, claim, liability or expense was
due to the Trustee's negligence or willful misconduct.

         To the extent permitted by law, any compensation or expense incurred by
the Trustee after a default specified in or pursuant to Section 5.1 is intended
to constitute an expense of administration under any then applicable bankruptcy
or insolvency law. "Trustee" for purposes of this Section 6.6 shall include any
predecessor Trustee but the negligence or willful misconduct of any Trustee
shall not affect the rights of any other Trustee under this Section 6.6.

         The provisions of this Section 6.6 shall survive the satisfaction and
discharge of this Indenture or the earlier resignation or removal of the Trustee
and shall apply with equal force and effect to the Trustee in its capacity as
Authenticating Agent, Paying Agent or Security Registrar.

         Section 6.7. Corporate Trustee Required; Eligibility.

                  (1)      There shall at all times be a Trustee hereunder that
is a Corporation, organized and doing business under the laws of the United
States of America, any state thereof or the District of Columbia, that is
eligible under Section 310(a)(1) of the Trust Indenture Act to act as trustee
under an indenture qualified under the Trust Indenture Act and that has a
combined capital and surplus (computed in accordance with Section 310(a)(2) of
the Trust Indenture Act) of at least $50,000,000 and that is subject to
supervision or examination by Federal or state authority. If at any time the
Trustee shall cease to be eligible in accordance with the provisions of this
Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

                  (2)      The following indentures shall be considered
specifically described herein for purposes of clause (i) of the proviso
contained in Section 310(b)(1) of the Trust Indenture Act: Indenture Relating to
Subordinated Debt Securities dated as of May 2, 2001 between the Company and The
Bank of New York as trustee; and pursuant to Section 310(b)(1)(C)(i) of the
Trust Indenture Act, unless otherwise ordered by the Commission, an Event of
Default by the Company under this Indenture will not disqualify the Trustee
under this Indenture because it is a trustee under such other indenture.

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<PAGE>

         Section 6.8. Resignation and Removal; Appointment of Successor.

                  (1)      No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee pursuant
to Section 6.9.

                  (2)      The Trustee may resign at any time with respect to
the Securities of one or more series by giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 6.9 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction, at the expense of the Company, for the
appointment of a successor Trustee with respect to such series.

                  (3)      The Trustee may be removed at any time with respect
to the Securities of any series by Act of the Holders of a majority in principal
amount of the Outstanding Securities of such series, delivered to the Trustee
and the Company. If the instrument of acceptance by a successor Trustee required
by Section 6.9 shall not have been delivered to the Trustee within 30 days after
delivery of such Act of Holders, the Trustee being removed may petition any
court of competent jurisdiction, at the expense of the Company, for the
appointment of a successor Trustee with respect to such series.

                  (4)      If at any time:

                           (a)      the Trustee shall fail to comply with the
obligations imposed upon it under Section 310(b) of the Trust Indenture Act with
respect to Securities of any series after written request therefor by the
Company or any Holder of a Security of such series who has been a bona fide
Holder of a Security of such series for at least six months, or

                           (b)      the Trustee shall cease to be eligible under
Section 6.7 and shall fail to resign after written request therefor by the
Company or any such Holder, or

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

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

                  (5)      If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, with respect to the Securities of one or more series, the Company, by
or pursuant to a Board Resolution, shall promptly appoint a successor Trustee or
Trustees with respect to the Securities of such series (it being understood that
any such successor Trustee may be appointed with respect to the Securities of
one or more

                                       53
<PAGE>

or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and shall comply with the
applicable requirements of Section 6.9. If, within one year after such
resignation, removal or incapacity, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
6.9, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the Company. If
no successor Trustee with respect to the Securities of any series shall have
been so appointed by the Company or the Holders of Securities and accepted
appointment in the manner required by Section 6.9, any Holder of a Security who
has been a bona fide Holder of a Security of such series for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.

                  (6)      The Company shall give notice of each resignation and
each removal of the Trustee with respect to the Securities of any series and
each appointment of a successor Trustee with respect to the Securities of any
series by mailing written notice of such event by first-class mail, postage
prepaid, to the Holders of Registered Securities, if any, of such series as
their names and addresses appear in the Security Register and, if Securities of
such series are issued as Bearer Securities, by publishing notice of such event
once in an Authorized Newspaper in each Place of Payment located outside the
United States. Each notice shall include the name of the successor Trustee with
respect to the Securities of such series and the address of its Corporate Trust
Office.

                  (7)      In no event shall any retiring Trustee be liable for
the acts or omissions of any successor Trustee hereunder.

         Section 6.9. Acceptance of Appointment by Successor.

                  (1)      Upon the appointment hereunder of any successor
Trustee with respect to all Securities, such successor Trustee so appointed
shall execute, acknowledge and deliver to the Company and the retiring Trustee
an instrument accepting such appointment, and thereupon the resignation or
removal of the retiring Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties hereunder of the retiring Trustee;
but, on the request of the Company or such successor Trustee, such retiring
Trustee, upon payment of its charges, shall execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee and, subject to Section 10.3, shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder, subject nevertheless to its claim, if any, provided for in
Section 6.6.

                  (2)      Upon the appointment hereunder of any successor
Trustee with respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and such successor Trustee shall execute and
deliver an indenture supplemental hereto wherein each successor Trustee shall
accept such appointment and which (1) shall contain such provisions as

                                       54
<PAGE>

shall be necessary or desirable to transfer and confirm to, and to vest in, such
successor Trustee all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, (2) if the retiring Trustee is
not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust, that each such Trustee
shall be trustee of a trust or trusts hereunder separate and apart from any
trust or trusts hereunder administered by any other such Trustee and that no
Trustee shall be responsible for any notice given to, or received by, or any act
or failure to act on the part of any other Trustee hereunder, and, upon the
execution and delivery of such supplemental indenture, the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein, such retiring Trustee shall have no further responsibility for the
exercise of rights and powers or for the performance of the duties and
obligations vested in the Trustee under this Indenture with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates other than as hereinafter expressly set forth, and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates; but, on request of the Company or such
successor Trustee, such retiring Trustee, upon payment of its charges with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates and subject to Section 10.3 shall duly assign,
transfer and deliver to such successor Trustee, to the extent contemplated by
such supplemental indenture, the property and money held by such retiring
Trustee hereunder with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates, subject to its claim,
if any, provided for in Section 6.6.

                  (3)      Upon request of any Person appointed hereunder as a
successor Trustee, the Company shall execute any and all instruments for more
fully and certainly vesting in and confirming to such successor Trustee all such
rights, powers and trusts referred to in paragraph (1) or (2) of this Section,
as the case may be.

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

         Section 6.10. Merger, Conversion, Consolidation or Succession to
Business.

         Any Corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any Corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
Corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated
but not delivered by the Trustee then

                                       55
<PAGE>

in office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Securities
so authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.

         Section 6.11. Appointment of Authenticating Agent.

         The Trustee may appoint one or more Authenticating Agents acceptable to
the Company with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of that or
those series issued upon original issue, exchange, registration of transfer,
partial redemption or partial repayment or pursuant to Section 3.6, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent.

         Each Authenticating Agent must be acceptable to the Company and, except
as provided in or pursuant to this Indenture, shall at all times be a
Corporation that would be permitted by the Trust Indenture Act to act as trustee
under an indenture qualified under the Trust Indenture Act, is authorized under
applicable law and by its charter to act as an Authenticating Agent and has a
combined capital and surplus (computed in accordance with Section 310(a)(2) of
the Trust Indenture Act) of at least $50,000,000. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect specified in this Section.

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

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall (i) mail written notice
of such appointment by first-class mail, postage prepaid, to all Holders of
Registered Securities, if any, of the series with respect to which such
Authenticating Agent shall serve, as their names and addresses appear in the
Security Register, and (ii) if Securities of the series are issued as Bearer
Securities, publish notice of such appointment at least once in an Authorized
Newspaper in the place where such successor Authenticating Agent has its
principal office if such office is located outside the United States. Any
successor Authenticating Agent, upon acceptance of its appointment hereunder,
shall

                                       56
<PAGE>

become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

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

         The provisions of Sections 3.8, 6.3 and 6.4 shall be applicable to each
Authenticating Agent.

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

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

                                   THE BANK OF NEW YORK,
                                         as Trustee

                                   By_______________________________,
                                         as Authenticating Agent

                                   By_______________________________,
                                            Authorized Officer

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

         Section 6.12. Certain Duties and Responsibilities.

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

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

                  (2)      in the absence of bad faith on its part, the Trustee
may conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon

                                       57
<PAGE>

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 (but
need not confirm or investigate the accuracy of mathematical calculations or
other facts stated therein).

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

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

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

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

                  (3)      the Trustee shall not be liable with respect to any
                  action taken or omitted to be taken by it in good faith in
                  accordance with the direction of the Holders of a majority in
                  principal amount of the Outstanding Securities of any series,
                  determined as provided in Section 1.1, 1.4 and 5.12 relating
                  to the time, method and place of conducting any proceeding for
                  any remedy available to the Trustee, or exercising any trust
                  or power conferred upon the Trustee, under this Indenture with
                  respect to the Securities of such series; and

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

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

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                                   ARTICLE 7

                HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

         Section 7.1. Company to Furnish Trustee Names and Addresses of Holders.

         In accordance with Section 312(a) of the Trust Indenture Act, the
Company shall furnish or cause to be furnished to the Trustee

                  (1)      semi-annually with respect to Securities of each
series, at least seven Business Days prior to each Interest Payment Date and the
Stated Maturity Date of such Securities, or upon such other dates as are set
forth in or pursuant to the Board Resolution or indenture supplemental hereto
authorizing such series, a list, in each case in such form as the Trustee may
reasonably require, of the names and addresses of Holders as of the applicable
date, and

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

provided, however, that so long as the Trustee is the Security Registrar no such
list shall be required to be furnished.

         Section 7.2. Preservation of Information; Communications to Holders.

         The Trustee shall comply with the obligations imposed upon it pursuant
to Section 312 of the Trust Indenture Act.

         Every Holder of Securities or Coupons, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company, the
Trustee, any Paying Agent or any Security 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 Section 312(c) of the Trust
Indenture Act, 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 Section 312(b) of the Trust Indenture
Act.

         Section 7.3. Reports by Trustee.

                  (1)      Within 60 days after June 15 of each year commencing
with the first June 15 following the first issuance of Securities pursuant to
Section 3.1, if required by Section 313(a) of the Trust Indenture Act, the
Trustee shall transmit, pursuant to Section 313(c) of the Trust Indenture Act, a
brief report dated as of such June 15 with respect to any of the events
specified in said Section 313(a) which may have occurred since the later of the
immediately preceding June 15 and the date of this Indenture.

                  (2)      The Trustee shall transmit the reports required by
Section 313 of the Trust Indenture Act at the times specified therein.

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<PAGE>

                  (3)      Reports pursuant to this Section shall be transmitted
in the manner and to the Persons required by Sections 313(c) and 313(d) of the
Trust Indenture Act. In addition, a copy of each such report shall, at the time
of such transmission to Holders, be filed by the Trustee with each stock
exchange, if any, upon which the Securities are listed, with the Commission and
with the Company. The Company will promptly notify the Trustee when the
Securities are listed on any stock exchange and of any delisting thereof.

         Section 7.4. Reports by Company.

         The Company, pursuant to Section 314(a) of the Trust Indenture Act,
shall:

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

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

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

         Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

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                                   ARTICLE 8

                         CONSOLIDATION, MERGER AND SALES

         Section 8.1. Company May Consolidate, Etc., Only on Certain Terms.

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

                                    (i)      (x) in the case of a consolidation
or merger, the Company is the entity surviving such consolidation or merger; or
(y) in case the Company shall consolidate with or merge into another Person or
convey, transfer or lease its properties and assets as an entirety or
substantially as an entirety to any Person, the entity formed by such
consolidation or into which the Company is merged or the Person which acquires
by conveyance or transfer, or which leases, the properties and assets of the
Company as an entirety or substantially as an entirety shall be a Corporation
and shall expressly assume, by an indenture (or indentures, if at such time
there is more than one Trustee) supplemental hereto, executed by the successor
Person and delivered to the Trustee, in form satisfactory to the Trustee, the
due and punctual payment of the principal of, any premium and interest on and
any Additional Amounts with respect to all the Securities and the performance of
every obligation in this Indenture and the Outstanding Securities on the part of
the Company to be performed or observed and shall provide for conversion or
exchange rights in accordance with the provisions of the Securities of any
series that are convertible or exchangeable into Common Stock or other
securities;

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

                                    (iii)    in the event the Company shall not
be the surviving Person, either the Company or the successor Person shall have
delivered to the Trustee an Officers' Certificate and an Opinion of Counsel,
each stating that such consolidation, merger, conveyance, transfer or lease and,
if a supplemental indenture is required in connection with such transaction,
such supplemental indenture comply with this Article and that all conditions
precedent herein provided for relating to such transaction have been complied
with.

                           (b)      Any such continuing Person under Section
8.1(a) must be a Corporation organized and existing under the laws of the United
States of America, any state thereof or the District of Columbia ("U.S.
Corporation") or, if the continuing Person is not a U.S. Corporation, it must be
a Corporation and agree by supplemental indenture:

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<PAGE>

                                    (i)      to irrevocably appoint an agent in
New York City as its agent for service of process in any suit, action or
proceeding and for actions brought under the federal or state securities laws
brought in any federal or state court located in New York City, and submit to
jurisdiction in New York;

                                    (ii)     that all payments on the Securities
in respect of the principal of and any premium and interest shall be made
without withholding or deduction for any present or future taxes, duties,
assessments or governmental charges of any nature imposed or levied by or on
behalf of the Person's jurisdiction of organization or political subdivision or
taxing authority (the "Applicable Taxing Jurisdiction"), unless the taxes,
duties, assessments or other governmental charges are required by the Applicable
Taxing Jurisdiction to be withheld or deducted, in which case the Person will
pay by way of additional Interest such additional amounts of or in respect of,
principal, premium, if any, and Interest ("Successor Additional Amounts") as
will result (after deducting such taxes, duties, assessments or governmental
charges and any additional taxes, duties assessments or governmental charges
payable in respect of such) in the payment to each Holder of a Security the same
amounts that the Holder would have received if the Person was a U.S. Corporation
(provided, that, in the event of changes in taxes in the Applicable Taxing
Jurisdiction after the date of the consolidation, merger, conveyance, transfer
or lease, the continuing Person will have the right to redeem all, but not less
than all, of the Securities of any series at a redemption price equal to the
principal amount plus accrued interest, if any, to the date of redemption,
subject to the conditions set forth in Section 11.8 below); and

                                    (iii)    to indemnify immediately (pursuant
to the indemnification procedure described in Section 8.3 below) the Holder
against

                                            (1)      any tax, assessment or
                                                     governmental charge imposed
                                                     on the Holder or required
                                                     to be withheld or deducted
                                                     from any payment to the
                                                     Holder (including any
                                                     governmental charge or
                                                     withholding attributable to
                                                     an indemnification payment
                                                     made by or on behalf of any
                                                     such Person) as a
                                                     consequence of the
                                                     transaction in excess of
                                                     the tax, assessment or
                                                     governmental charge that
                                                     would have been imposed on
                                                     the Holder or required to
                                                     be withheld or deducted
                                                     from any payment to the
                                                     Holder as a consequence of
                                                     the transaction if the
                                                     Person was a U.S.
                                                     Corporation; and

                                            (2)      any other tax costs or
                                                     other tax expenses of the
                                                     transaction that would not
                                                     have been incurred if the
                                                     Person was a U.S.
                                                     Corporation (the amounts
                                                     described in clause (1)
                                                     above and in this clause
                                                     (2) are collectively the
                                                     "Indemnification Amount").

                           (c)      The continuing Person will not be required
to pay the Indemnification Amount or the Successor Additional Amounts as
described above with respect

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<PAGE>

to any tax imposed or withheld because the Holder or beneficial owner of a
Security fails, upon request of the continuing Person, to provide information
concerning the nationality, residence or identity of the Holder or beneficial
owner, or to make any declaration or similar claim or satisfy any information or
reporting requirement that is required or imposed under the income tax laws of
the Applicable Taxing Jurisdiction as a precondition to exemption from all or
part of the tax, assessment or other governmental charge.

         Section 8.2. Successor Person Substituted for Company.

         Upon any consolidation by the Company with or merger of the Company
into any other Person or any conveyance, transfer or lease of the properties and
assets of the Company substantially as an entirety to any Person in accordance
with Section 8.1, the successor Person formed by such consolidation or into
which the Company is merged or to which such conveyance, transfer or lease is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein; and thereafter, except in
the case of a lease, the predecessor Person shall be released from all
obligations and covenants under this Indenture, the Securities and the Coupons.

         Section 8.3. Indemnification Procedure.

         If a transaction described above under Section 8.1(b) (an
"Indemnifiable Transaction") should constitute a taxable event for U.S. federal
income tax purposes, the Person that assumes the obligations of the Company
pursuant to such Section shall indemnify a Holder of a Security against the
Indemnification Amount, and such Person shall comply with the following
indemnification procedures:

                           (a)      Unless such Person delivers to the Trustee
by the date of an Indemnifiable Transaction an opinion of an independent counsel
or a tax consultant of recognized standing to the effect that such Indemnifiable
Transaction will not be a taxable event to the Holders for U.S. federal income
tax purposes such Person shall send to each Holder on or prior to the date of
such Indemnifiable Transaction (i) notification explaining the U.S. federal
income tax consequences to each such Holder of such Indemnifiable Transaction
and (ii) an indemnification claim form requesting (A) the information necessary
to calculate the Indemnification Amount and (B) a statement that the Holder is
not then an entity described in Section 501 of the Internal Revenue Code, as
amended from time to time, that is exempt from U.S. federal income tax and (iii)
a statement setting forth the address to which each such Holder must remit such
form.

                           (b)      If such Person delivers such an opinion,
each Holder will have indemnification rights pursuant to this Section 8.3 only
if and when gain for U.S. federal income tax purposes is actually recognized by
such Holder as a result of the Indemnifiable Transaction.

                           (c)      When such Person receives from a Holder an
indemnification claim form, such Person shall within 15 Business Days remit to
such Holder a certified check in an amount equal to the Indemnification Amount.

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<PAGE>

                                   ARTICLE 9

                             SUPPLEMENTAL INDENTURES

         Section 9.1. Supplemental Indentures without Consent of Holders.

         Without the consent of any Holders of Securities or Coupons, the
Company (when authorized by or pursuant to a Board Resolution) and the Trustee,
at any time and from time to time, may enter into one or more indentures
supplemental hereto, or any amendment, restatement, supplement or other
modification to any collateral document, for any of the following purposes:

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

                  (2)      to add to the covenants of the Company for the
benefit of the Holders of all or any series of Securities (as shall be specified
in such supplemental indenture or indentures) or to surrender any right or power
herein conferred upon the Company;

                  (3)      to add to or change any of the provisions of this
Indenture to facilitate the issuance of Bearer Securities or to provide that
Bearer Securities may be registrable as to principal, to change or eliminate any
restrictions on the payment of principal of, any premium or interest on or any
Additional Amounts with respect to Securities, to permit Bearer Securities to be
issued in exchange for Registered Securities, to permit Bearer Securities to be
exchanged for Bearer Securities of other authorized denominations or to permit
or facilitate the issuance of Securities in uncertificated form, provided any
such action shall not adversely affect the interests of the Holders of
Outstanding Securities of any series or any Coupons appertaining thereto in any
material respect;

                  (4)      to establish the form or terms of Securities of any
series and any Coupons appertaining thereto as permitted by Sections 2.1 and
3.1;

                  (5)      to evidence and provide for the acceptance of
appointment hereunder by a successor Trustee with respect to the Securities of
one or more series and to add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, pursuant to the requirements
of Section 6.9;

                  (6)      to cure any ambiguity or to correct or supplement any
provision herein which may be defective or inconsistent with any other provision
herein, or to make any other provisions with respect to matters or questions
arising under this Indenture which shall not adversely affect the interests of
the Holders of Securities of any series then Outstanding or any Coupons
appertaining thereto in any material respect;

                  (7)      to add to, delete from or revise the conditions,
limitations and restrictions on the authorized amount, terms or purposes of
issue, authentication and delivery of Securities, as herein set forth;

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<PAGE>

                  (8)      to add any additional Events of Default with respect
to all or any series of Securities (as shall be specified in such supplemental
indenture);

                  (9)      to supplement any of the provisions of this Indenture
to such extent as shall be necessary to permit or facilitate the defeasance and
discharge of any series of Securities pursuant to Article Four, provided that
any such action shall not adversely affect the interests of any Holder of
Outstanding Securities of such series and any Coupons appertaining thereto or
any other Outstanding Security or Coupon in any material respect;

                  (10)     to secure the Securities, or create additional
security, or release any security, for the Securities, pursuant to Section 10.5
or otherwise;

                  (11)     to make provisions with respect to conversion or
exchange rights of Holders of Securities of any series;

                  (12)     to amend or supplement any provision contained herein
or in any supplemental indenture, provided that no such amendment or supplement
shall materially adversely affect the interests of the Holders of any Securities
then Outstanding; or

                  (13)     to amend or supplement any provision contained
herein, provided that such amendment or supplement does not apply to any
Outstanding Securities issued prior to the date of such amendment or supplement
and entitled to the benefits of such provision.

         Section 9.2. Supplemental Indentures with Consent of Holders.

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

                  (1)      change the Stated Maturity of the principal of, or
any premium or installment of interest on or any Additional Amounts with respect
to, any Security, or reduce the principal amount thereof or the rate (or modify
the calculation of such rate) of interest thereon or any Additional Amounts with
respect thereto, or any premium payable upon the redemption thereof or
otherwise, or change the obligation of the Company to pay Additional Amounts
pursuant to Section 10.4 (except as contemplated by Section 8.1(a)(i) and
permitted by Section 9.1(1)), or reduce the amount of the principal of an
Original Issue Discount Security that would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 5.2 or
the amount thereof provable in bankruptcy pursuant to Section 5.4, change the
redemption provisions or adversely affect the right of repayment at the option
of any Holder as contemplated by Article Thirteen, or change the Place of
Payment, Currency in which the principal of, any premium or interest on, or any
Additional Amounts with respect to any Security is payable, or impair the right
to institute suit for the enforcement of any such payment on or after the Stated

                                       65
<PAGE>

Maturity thereof (or, in the case of redemption, on or after the Redemption Date
or, in the case of repayment at the option of the Holder, on or after the date
for repayment),

                  (2)      reduce the percentage in principal amount of the
Outstanding Securities of any series, the consent of whose Holders is required
for any such supplemental indenture, or the consent of whose Holders is required
for any waiver (of compliance with certain provisions of this Indenture or
certain defaults hereunder and their consequences) provided for in this
Indenture, or reduce the requirements of Section 15.4 for quorum or voting,

                  (3)      modify any of the provisions of this Section, Section
5.13 or Section 10.10, except to increase any such percentage or to provide that
certain other provisions of this Indenture cannot be modified or waived without
the consent of the Holder of each Outstanding Security affected thereby,

                  (4)      affect the ranking, or with respect to collateral,
the priority or security, of the Securities of each applicable series (other
than as expressly permitted in the supplemental indenture relating to such
series or the terms of the Securities, in each case at the time of issuance of
such Securities) in a manner adverse to the Holders of any such Securities,

                  (5)      make any change that adversely affects the right to
convert or exchange any Security into or for Common Stock of the Company or
other securities (whether or not issued by the Company), cash or property in
accordance with its terms.

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

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

         Section 9.3. Execution of Supplemental Indentures.

         As a condition to executing, or accepting the additional trusts created
by, any supplemental indenture permitted by this Article or the modifications
thereby of the trust created by this Indenture, the Trustee shall receive, and
(subject to Section 315 of the Trust Indenture Act) shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture and an
Officers' Certificate and an Opinion of Counsel stating that all conditions
precedent to the execution of such supplemental indenture have been fulfilled.
The Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

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<PAGE>

         Section 9.4. Effect of Supplemental Indentures.

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

         Section 9.5. Reference in Securities to Supplemental Indentures.

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

         Section 9.6. Conformity with Trust Indenture Act.

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

         Section 9.7. Notice of Supplemental Indenture.

         Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to Section 9.2, the Company shall transmit to
the Holders of Outstanding Securities of any series affected thereby a notice
setting forth the substance of such supplemental indenture.

                                   ARTICLE 10

                                   COVENANTS

         Section 10.1. Payment of Principal, any Premium, Interest and
Additional Amounts.

         The Company covenants and agrees for the benefit of the Holders of the
Securities of each series that it will duly and punctually pay the principal of,
any premium and interest on and any Additional Amounts with respect to the
Securities of such series in accordance with the terms thereof, any Coupons
appertaining thereto and this Indenture. Any interest due on any Bearer Security
on or before the Maturity thereof, and any Additional Amounts payable with
respect to such interest, shall be payable only upon presentation and surrender
of the Coupons appertaining thereto for such interest as they severally mature.

         Section 10.2. Maintenance of Office or Agency.

         The Company shall maintain in each Place of Payment for any series of
Securities an Office or Agency where Securities of such series (but not Bearer
Securities, except as otherwise provided below, unless such Place of Payment is
located outside the United States) may be

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<PAGE>

presented or surrendered for payment, where Securities of such series may be
surrendered for registration of transfer or exchange, where Securities of such
series that are convertible or exchangeable may be surrendered for conversion or
exchange, and where notices and demands to or upon the Company in respect of the
Securities of such series relating thereto and this Indenture may be served. If
Securities of a series are issuable as Bearer Securities, the Company shall
maintain, subject to any laws or regulations applicable thereto, an Office or
Agency in a Place of Payment for such series which is located outside the United
States where Securities of such series and any Coupons appertaining thereto may
be presented and surrendered for payment; provided, however, that if the
Securities of such series are listed on The Stock Exchange of the United Kingdom
and the Republic of Ireland or the Luxembourg Stock Exchange or any other stock
exchange located outside the United States and such stock exchange shall so
require, the Company shall maintain a Paying Agent in London, Luxembourg or any
other required city located outside the United States, as the case may be, so
long as the Securities of such series are listed on such exchange. The Company
will give prompt written notice to the Trustee of the location, and any change
in the location, of such Office or Agency. If at any time the Company shall fail
to maintain any such required Office or Agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee,
except that Bearer Securities of such series and any Coupons appertaining
thereto may be presented and surrendered for payment at the place specified for
the purpose with respect to such Securities as provided in or pursuant to this
Indenture, and the Company hereby appoints the Trustee as its agent to receive
all such presentations, surrenders, notices and demands.

         Except as otherwise provided in or pursuant to this Indenture, no
payment of principal, premium, interest or Additional Amounts with respect to
Bearer Securities shall be made at any Office or Agency in the United States or
by check mailed to any address in the United States or by transfer to an account
maintained with a bank located in the United States; provided, however, if
amounts owing with respect to any Bearer Securities shall be payable in Dollars,
payment of principal of, any premium or interest on and any Additional Amounts
with respect to any such Security may be made at the Corporate Trust Office of
the Trustee or any Office or Agency designated by the Company in the Borough of
Manhattan, The City of New York, if (but only if) payment of the full amount of
such principal, premium, interest or Additional Amounts at all offices outside
the United States maintained for such purpose by the Company in accordance with
this Indenture is illegal or effectively precluded by exchange controls or other
similar restrictions.

         The Company may also from time to time designate one or more other
Offices or Agencies where the Securities of one or more series may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an Office
or Agency in each Place of Payment for Securities of any series for such
purposes. The Company shall give prompt written notice to the Trustee of any
such designation or rescission and of any change in the location of any such
other Office or Agency. Unless otherwise provided in or pursuant to this
Indenture, the Company hereby designates as the Place of Payment for each series
of Securities the Borough of Manhattan, The City of New York, and initially
appoints the Corporate Trust Office of the Trustee as the Office or Agency of
the Company in the Borough of Manhattan, The City of New York for such purpose.
The Company

                                       68
<PAGE>

may subsequently appoint a different Office or Agency in the Borough of
Manhattan, The City of New York for the Securities of any series.

         Unless otherwise specified with respect to any Securities pursuant to
Section 3.1, if and so long as the Securities of any series (i) are denominated
in a Foreign Currency or (ii) may be payable in a Foreign Currency, or so long
as it is required under any other provision of this Indenture, then the Company
will maintain with respect to each such series of Securities, or as so required,
at least one exchange rate agent.

         Section 10.3. Money for Securities Payments to Be Held in Trust.

         If the Company shall at any time act as its own Paying Agent with
respect to any series of Securities, it shall, on or before each due date of the
principal of, any premium or interest on or Additional Amounts with respect to
any of the Securities of such series, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum in the Currency or currencies,
Currency unit or units or composite Currency or currencies in which the
Securities of such series are payable (except as otherwise specified pursuant to
Section 3.1 for the Securities of such series) sufficient to pay the principal
or any premium, interest or Additional Amounts so becoming due until such sums
shall be paid to such Persons or otherwise disposed of as herein provided, and
shall promptly notify the Trustee of its action or failure so to act.

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

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

                  (1)      hold all sums held by it for the payment of the
principal of, any premium or interest on or any Additional Amounts with respect
to Securities of such series in trust for the benefit of the Persons entitled
thereto until such sums shall be paid to such Persons or otherwise disposed of
as provided in or pursuant to this Indenture;

                  (2)      give the Trustee written notice of any default by the
Company (or any other obligor upon the Securities of such series) in the making
of any payment of principal, any premium or interest on or any Additional
Amounts with respect to the Securities of such series; and

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

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

         Except as otherwise provided herein or pursuant hereto, any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of, any premium or interest on or any
Additional Amounts with respect to any Security of any series or any Coupon
appertaining thereto and remaining unclaimed for two years after such principal
or any such premium or interest or any such Additional Amounts shall have become
due and payable shall be paid to the Company on Company Request, or (if then
held by the Company) shall be discharged from such trust; and the Holder of such
Security or any Coupon appertaining thereto shall thereafter, as an unsecured
general creditor, look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Company as trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such Paying Agent, before being required
to make any such repayment, shall, at the request and expense of the Company,
cause to be published once, in an Authorized Newspaper in each Place of Payment
for such series or to be mailed to Holders of Registered Securities of such
series, or both, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
publication or mailing nor shall it be later than two years after such principal
and any premium or interest or Additional Amounts shall have become due and
payable, any unclaimed balance of such money then remaining will be repaid to
the Company.

         Section 10.4. Additional Amounts.

         If any Securities of a series provide for the payment of Additional
Amounts, the Company agrees to pay to the Holder of any such Security or any
Coupon appertaining thereto Additional Amounts as provided in or pursuant to
this Indenture or such Securities. Whenever in this Indenture there is
mentioned, in any context, the payment of the principal of or any premium or
interest on, or in respect of, any Security of any series or any Coupon or the
net proceeds received on the sale or exchange of any Security of any series,
such mention shall be deemed to include mention of the payment of Additional
Amounts provided by the terms of such series established hereby or pursuant
hereto to the extent that, in such context, Additional Amounts are, were or
would be payable in respect thereof pursuant to such terms, and express mention
of the payment of Additional Amounts (if applicable) in any provision hereof
shall not be construed as excluding the payment of Additional Amounts in those
provisions hereof where such express mention is not made.

         Except as otherwise provided in or pursuant to this Indenture or the
Securities of the applicable series, if the Securities of a series provide for
the payment of Additional Amounts, at least 10 days prior to the first Interest
Payment Date with respect to such series of Securities (or if the Securities of
such series shall not bear interest prior to Maturity, the first day on which a
payment of principal is made), and at least 10 days prior to each date of
payment of principal or interest if there has been any change with respect to
the matters set forth in the below-mentioned

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Officers' Certificate, the Company shall furnish to the Trustee and the
principal Paying Agent or Paying Agents, if other than the Trustee, an Officers'
Certificate instructing the Trustee and such Paying Agent or Paying Agents
whether such payment of principal of and premium, if any, or interest on the
Securities of such series shall be made to Holders of Securities of such series
or the Coupons appertaining thereto who are United States Aliens without
withholding for or on account of any tax, assessment or other governmental
charge described in the Securities of such series. If any such withholding shall
be required, then such Officers' Certificate shall specify by country the
amount, if any, required to be withheld on such payments to such Holders of
Securities or Coupons, and the Company agrees to pay to the Trustee or such
Paying Agent the Additional Amounts required by the terms of such Securities.
The Company covenants to fully indemnify the Trustee and any Paying Agent for,
and to hold them harmless against, any loss, liability or expense reasonably
incurred without negligence, bad faith or willful misconduct on their part
arising out of or in connection with actions taken or omitted by any of them in
reliance on any Officers' Certificate furnished pursuant to this Section.

         Section 10.5. Limitations upon Liens.

                           (a)      The Company will not, and will not permit
any Restricted Subsidiary to, create, incur, issue, assume or Guarantee any
Indebtedness secured by any Lien on any property (including shares of Capital
Stock or Indebtedness) or assets of the Company or any Restricted Subsidiary,
whether now owned or hereafter acquired, including, without limitation,
Indebtedness under the Credit Facility, without in any such case effectively
providing concurrently with the creation, incurrence, issuance, assumption or
Guarantee of such Indebtedness or the grant of any Lien with respect to such
Indebtedness that all Securities Outstanding at such time (together with, if the
Company so determines, any other Indebtedness of the Company or such Restricted
Subsidiary then existing or thereafter created which is not subordinate to the
Securities Outstanding at such time) will be secured by any such Lien equally
and ratably with (or prior to) such secured Indebtedness, so long as such
secured Indebtedness is so secured. Provided, however, that in the case of the
Credit Facility, such obligation will arise concurrently with the grant of any
Lien thereunder, whether or not any Indebtedness shall be outstanding under the
Credit Facility at such time. Except in the case of any Lien granted under the
Credit Facility, the foregoing restrictions will not, however, apply to
Indebtedness secured by:

         (i)      Liens on property or assets of the Company or any Restricted
                  Subsidiary existing on the date of the original issuance of
                  the applicable series of Securities or such other date as may
                  be specified for an applicable series of Securities,

         (ii)     Liens on property or assets of any Person existing prior to
                  the time such Person becomes a Restricted Subsidiary or is,
                  through one or a series of transactions, merged with or into
                  or consolidated with the Company or a Restricted Subsidiary,
                  or at the time of a sale, lease or other disposition of the
                  properties of a Person as an entirety, through one or a series
                  of transactions, or substantially as an entirety, through one
                  or a series of transactions, to the Company or a Restricted
                  Subsidiary, or arising thereafter pursuant to contractual
                  commitments entered into prior to and not in contemplation of
                  such Person becoming a Restricted Subsidiary and not in
                  contemplation of any such merger or consolidation or any such
                  sale, lease or other

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                  disposition; provided that such Liens shall not extend to any
                  other property or assets of the Company or any Restricted
                  Subsidiary,

         (iii)    Liens on property or assets of the Company or any Restricted
                  Subsidiary existing at the time of acquisition thereof
                  (including acquisition through merger or consolidation);
                  provided that such Liens were in existence prior to and were
                  not created in contemplation of such acquisition and shall not
                  extend to any other property or assets of the Company or any
                  Restricted Subsidiary,

         (iv)     Liens on property (including in the case of a plant or
                  facility, the land on which it is erected and fixtures
                  comprising a part thereof) or assets of the Company or any
                  Restricted Subsidiary securing the payment of all or any part
                  of the purchase price thereof, or the cost of development,
                  operation, construction, alteration, repair or improvement of
                  all or any part thereof, or securing any Indebtedness created,
                  incurred, assumed or Guaranteed prior to, at the time of or
                  within 180 days after, the acquisition of such property or
                  assets or the completion of any such development, operation,
                  construction, alteration, repair or improvement, whichever is
                  later, for the purpose of financing all or any part of the
                  purchase price or such cost (provided, in the case of Liens
                  securing the payment of all or any part of the purchase price
                  of any property or assets of the Company or any Restricted
                  Subsidiary, as the case may be, or securing any Indebtedness
                  created, incurred, assumed or Guaranteed for the purposes of
                  financing all or any part of such purchase price, such Liens
                  are limited to the property or assets then being acquired and
                  fixed improvements thereon and the Capital Stock of any person
                  formed to acquire such property or assets, and, provided
                  further, that in the case of Liens securing the payment of all
                  or any part of the cost of development, operation,
                  construction, alteration, repair or improvement of any
                  property of the Company or any Restricted Subsidiary, as the
                  case may be, or securing any Indebtedness created, incurred,
                  assumed or Guaranteed for the purpose of financing all or any
                  part of such cost, such Liens are limited to the assets or
                  property then being developed, constructed, altered, repaired
                  or improved and the land on which such property is erected and
                  fixtures comprising a part thereof),

         (v)      Liens which secure Indebtedness owing by a Restricted
                  Subsidiary to the Company or to a Restricted Subsidiary,

         (vi)     Liens on the property of the Company or a Restricted
                  Subsidiary in favor of the United States of America or any
                  State thereof, or any department, agency, instrumentality or
                  political subdivision of the United States of America or any
                  State thereof, or in favor of any other country, or any
                  department, agency, or instrumentality or political
                  subdivision thereof, in each case (a) securing partial,
                  progress, advance or other payments pursuant to any contract
                  or statute, (b) securing indebtedness incurred to finance all
                  or any part of the purchase price or cost of constructing,
                  installing or improving the property subject to such mortgages
                  including mortgages to secure Indebtedness of the pollution
                  control or industrial revenue bond type, or (c) securing
                  indebtedness issued or Guaranteed by the United States of
                  America, any State, any foreign country or any

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<PAGE>

                  department, agency, instrumentality or political subdivision
                  of any such jurisdiction,

         (vii)    statutory or common law landlords', carriers', warehouseman's,
                  mechanics', suppliers', materialmens', repairmen's, or other
                  like Liens arising in the ordinary course of business and with
                  respect to amounts not yet delinquent or being contested in
                  good faith by appropriate legal proceedings promptly
                  instituted and diligently conducted and, in the latter case,
                  for which a reserve or other appropriate provision, if any, as
                  shall be required in conformity with GAAP shall have been
                  made,

         (viii)   Liens for taxes, assessments or governmental charges that are
                  not yet delinquent or are being contested in good faith by
                  appropriate legal proceedings promptly instituted and
                  diligently conducted and, in the latter case, for which
                  adequate reserves or other appropriate provisions are being
                  maintained, to the extent required by GAAP,

         (ix)     zoning restrictions, easements or minor defects or
                  irregularities in title and other similar charges or
                  encumbrances on property not interfering in any material
                  respect with the use of such property by the Company or any
                  Restricted Subsidiary,

         (x)      customary deposit or reserve arrangements entered into in
                  connection with acquisitions,

         (xi)     Liens that are within the general parameters customary in the
                  industry and incurred in the ordinary course of business
                  securing Indebtedness under any Interest Rate Agreement or
                  Currency Agreement designed solely to protect the Company or
                  any of its Restricted Subsidiaries from fluctuations in
                  interest rates, currencies or the price of commodities,

         (xii)    Liens incurred (a) in connection with workers' compensation,
                  unemployment insurance and other types of statutory
                  obligations or the requirements of any official body,
                  including for the obtaining of licenses useful in the
                  operation of business, or (b) to secure the performance of
                  Surety Obligations incurred in the ordinary course of business
                  consistent with industry practice or appeal bonds, or (c) to
                  secure performance of leases, construction, sales or servicing
                  contracts, supply or consignment contracts, and similar
                  obligations incurred in the ordinary course of business, in
                  each case not incurred or made in connection with the
                  borrowing of money, or (d) to secure obligations in respect of
                  customs, duties, excise taxes, value-added taxes, rents, or
                  goods or services (including utility services) provided to
                  such person by governmental entities or suppliers, other
                  similar items which under GAAP constitute operating expense,
                  or (e) to obtain or secure obligations with respect to letters
                  of credit, Guarantees, bonds or other sureties or assurances
                  given in connection with the activities described in clauses
                  (a), (b), (c) and (d) above, in each case not incurred or made
                  in connection with

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                  the borrowing of money, the obtaining of advances or credit or
                  the payment of the deferred purchase price of property or
                  services,

         (xiii)   Liens on receivables incurred in connection with a Permitted
                  Receivables Transaction;

         (xiv)    judgment Liens against the Company or any Restricted
                  Subsidiary not giving rise to an Event of Default,

         (xv)     Liens securing Indebtedness in an aggregate principal amount
                  outstanding from time to time of no more than $50,000,000
                  arising in connection with (a) "synthetic leases" or "tax
                  retention operating leases" and (b) Capitalized Lease
                  Obligations of the Company or a Restricted Subsidiary;

         (xvi)    Liens arising in connection with the administration and
                  operation of deposit accounts of the Company or any of its
                  Subsidiaries operated and maintained outside of the United
                  States of America in connection with cross-border, multiple
                  currency cash pooling arrangements, including overdraft
                  facilities; provided, however that such Liens shall not extent
                  beyond the amounts on deposit therein; and

         (xvii)   any extension, renewal, substitution or replacement (or
                  successive extensions, renewals, substitutions or
                  replacements), in whole or in part, of any of the Liens
                  referred to in paragraphs (i) through (xvi) above or the
                  Indebtedness secured thereby.

         Notwithstanding the foregoing, the Company and any Restricted
Subsidiary may create, incur, issue or assume Indebtedness secured by a Lien
which would otherwise be subject to the foregoing restrictions if the aggregate
principal amount of all Indebtedness secured by Liens on property or assets of
the Company and of any Restricted Subsidiary then outstanding (not including any
such Indebtedness secured by Liens permitted to be incurred pursuant to
paragraphs (i) through (xvii) above) plus Attributable Debt of the Company and
its Restricted Subsidiaries in respect of Sale and Leaseback Transactions that
would otherwise be subject to the restrictions in Section 10.6 does not at the
time such Indebtedness is incurred exceed an amount equal to 10% of Consolidated
Net Tangible Assets; provided, however, that the foregoing exception does not
apply to limit the right of Holders to be secured equally and ratably with the
Lenders under the Credit Facility with regard to any collateral from time to
time pledged pursuant to the Credit Facility. Holders not so secured will be
secured equally and ratably by any Lien only to the extent that it is not
otherwise permitted under paragraphs (i) through (xvii) above or to the extent
the 10% limitation referred to above is exceeded.

                           (b)      For the purposes of clause (a) above, the
giving of a Guarantee which is secured by a Lien and the creation of a Lien to
secure Indebtedness which existed prior to the creation of such Lien, will be
deemed to involve the creation of Indebtedness in an amount equal to the
principal amount Guaranteed or secured by such Lien; but the amount of
Indebtedness secured by Liens will be computed without cumulating the underlying
Indebtedness with any Guarantee thereof or Lien securing the same.

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                           (c)      For the purposes of determining compliance
with this Section 10.5, in the event that an item of Indebtedness meets the
criteria of more than one of the types of Indebtedness described in clause (a)
above, the Company, in its sole discretion, will classify, and may reclassify,
such Indebtedness and only be required to include the amount and type of such
Indebtedness in one of the items of clause (a) above may be divided and
classified and reclassified into more than one of the types of Indebtedness
described above.

         Section 10.6. Limitations upon Sales and Leasebacks.

         The Company will not, and will not permit any Restricted Subsidiary to,
enter into any arrangement after the date of the original issuance of the
applicable series of Securities or such other date as may be specified for an
applicable series of Securities with any bank, insurance company or other lender
or investor (other than the Company or another Restricted Subsidiary) providing
for the leasing by the Company or any such Restricted Subsidiary of any property
or assets for a period of more than three years (other than pursuant to
so-called synthetic lease or tax retention operating lease transactions), which
property or assets were or are owned or leased by the Company or a Restricted
Subsidiary and which have been or are to be sold or transferred by the Company
or such Restricted Subsidiary to such lender or investor or to any Person to
whom funds have been or are to be advanced by such lender or investor on the
security of such property or assets (herein referred to as a "Sale and Leaseback
Transaction") unless either:

         (i)      the Company and its Restricted Subsidiaries would be entitled,
                  pursuant to Section 10.5, to incur Indebtedness secured by a
                  Lien on such property or assets in a principal amount equal to
                  or exceeding the Attributable Debt in respect of such Sale and
                  Leaseback Transaction without equally and ratably securing the
                  applicable series of Securities; or

         (ii)     the Company, within 180 days after the sale or transfer,
                  applies or causes a Restricted Subsidiary to apply an amount
                  equal to the greater of the net proceeds of such sale or
                  transfer or the fair value of such property at the time of
                  entering into such Sale and Leaseback Transaction (as
                  determined by any two of the following: the President, any
                  Vice President, the Treasurer and the Controller of the
                  Company) to the retirement of Securities or other Funded Debts
                  of the Company (other than Funded Debt subordinated to the
                  Securities) or Funded Debt of a Restricted Subsidiary;
                  provided that the amount to be so applied shall be reduced by
                  (a) the principal amount of Securities delivered within 180
                  days after such sale or transfer to the Trustee for retirement
                  and cancellation, and (b) the principal amount of any such
                  Funded Debt of the Company or a Restricted Subsidiary, other
                  than Securities, voluntarily retired by the Company or a
                  Restricted Subsidiary within 180 days after such sale or
                  transfer to the Trustee for retirement and cancellation,
                  excluding in the case of both (a) and (b), retirement pursuant
                  to any mandatory sinking fund payment or any mandatory
                  prepayment provision or by payment at maturity.

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<PAGE>

         Section 10.7. Restrictions on Funded Debt of Restricted Subsidiaries.

         The Company will not permit any Restricted Subsidiary to create, incur,
issue, assume or Guarantee any Funded Debt. This restriction will not apply if:

         (i)      The Company or such Restricted Subsidiary could create
                  Indebtedness secured by Liens in accordance with one or more
                  of clauses (i) through (xvii) of Section 10.5 (a) (whether or
                  not such Indebtedness is in fact secured by Liens) or enter
                  into a Sale and Leaseback Transaction in accordance with
                  Section 10.6 in an amount equal to such Funded Debt, without
                  equally and ratably securing the Securities,

         (ii)     such Funded Debt existed on the date of the original issuance
                  of the applicable series of Securities or such other date as
                  may be specified for an applicable series of Securities,

         (iii)    such Funded Debt is owed to the Company or any Restricted
                  Subsidiary,

         (iv)     such Funded Debt existed at the time the Person that issued
                  such Funded Debt became a Restricted Subsidiary, or was,
                  through one or a series of transactions, merged with or into
                  or consolidated with such Restricted Subsidiary, or at the
                  time of a sale, lease or other disposition, through one or a
                  series of transactions, of the properties of such Person as an
                  entirety to such Restricted Subsidiary, or arising thereafter

                  (a)      otherwise than in connection with the borrowing of
                           money arranged thereafter and

                  (b)      pursuant to contractual commitments entered into
                           prior to and not in contemplation of such Person
                           becoming a Restricted Subsidiary and not in
                           contemplation of any such merger or consolidation or
                           any such sale, lease or other disposition,

         (v)      such Funded Debt is Guaranteed by the Company,

         (vi)     such Funded Debt is Guaranteed by a governmental agency,

         (vii)    such Funded Debt is issued, assumed or Guaranteed in
                  connection with, or with a view to, compliance by such
                  Restricted Subsidiary with the requirements of any program
                  adopted by any federal, state or local governmental authority
                  and applicable to such Restricted Subsidiary and providing
                  financial or tax benefits to such Restricted Subsidiary which
                  are not available directly to the Company,

         (viii)   such Funded Debt is issued, assumed or Guaranteed to pay all
                  or any part of the purchase price or the construction cost of
                  property or equipment acquired or constructed by a Restricted
                  Subsidiary, provided such Funded Debt is incurred within 180
                  days after acquisition, completion of construction or
                  commencement of full operation of such property, whichever is
                  later, and, provided further, that

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                  the principal amount of such Funded Debt does not exceed 100%
                  of the fair market value of the property or equipment acquired
                  or constructed,

         (ix)     such Funded Debt is nonrecourse, or

         (x)      such Funded Debt is incurred for the purpose of extending,
                  renewing, substituting, replacing or refunding Funded Debt
                  permitted by the foregoing clauses (i) through (ix).

         Notwithstanding the foregoing, any Restricted Subsidiary may create,
incur, issue, assume or Guarantee Funded Debt which would otherwise be subject
to the foregoing restrictions in an aggregate principal amount which, together
with the aggregate outstanding principal amount of all other Funded Debt of the
Company's Restricted Subsidiaries which would otherwise be subject to the
foregoing restrictions (not including Funded Debt permitted to be incurred
pursuant to clauses (i) through (x) above), does not at the time such Funded
Debt is incurred exceed an amount equal to 10% of Consolidated Net Tangible
Assets.

         For the purposes of determining compliance with this covenant, in the
event that any item of Funded Debt meets the criteria of more than one of the
types of Funded Debt described above, the Company, in its sole discretion, will
classify, and may reclassify, such Funded Debt and only be required to include
the amount and type of such Funded Debt in one of the above clauses or the
immediately preceding paragraph, and an item of Funded Debt may be divided and
classified and reclassified into more than one of the types of Funded Debt
described above.

         Section 10.8. Limitation on Issuance of Guarantees by Subsidiaries.

         The Company will not permit any Subsidiary, directly or indirectly, to
Guarantee any of its Indebtedness ("Guaranteed Indebtedness"), unless (i) such
Subsidiary simultaneously executes and delivers a supplemental indenture hereto
providing for a Guarantee (a "Subsidiary Guarantee") of payment of the
Securities of each series by such Subsidiary and (ii) such Subsidiary waives and
will not in any manner whatsoever claim or take the benefit or advantage of, any
rights of reimbursement, indemnity or subrogation or any other rights against
the company or any other Subsidiary as a result of any payment by such
Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall
not be applicable to any Guarantee of any Subsidiary that existed at the time
such person became a Subsidiary and was not incurred in connection with, or in
contemplation of, such person becoming a Subsidiary. If the Guaranteed
Indebtedness is (A) pari passu with the Securities, then the Guarantee of such
Guaranteed Indebtedness shall be pari passu with, or subordinated to, the
Subsidiary Guarantee or (B) subordinated to the Securities, then the Guarantee
of such Guaranteed Indebtedness shall be subordinated to the Subsidiary
Guarantee at least to the extent that the Guaranteed Indebtedness is
subordinated to the Securities.

         Notwithstanding the foregoing, any Subsidiary Guarantee by a Subsidiary
may provide by its terms that it shall be automatically and unconditionally
released and discharged upon (i) any sale, exchange or transfer, to any person
not an affiliate of the Company, of all of its and each other Subsidiary's
Capital Stock in, or all or substantially all the assets of, such Subsidiary
(which sale, exchange or transfer is not prohibited hereby) or (ii) the release
or discharge of the

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Guarantee which resulted in the creation of such Subsidiary Guarantee, except a
discharge or release by or as a result of payment under such Guarantee.

         Section 10.9. Corporate Existence.

         Subject to Article Eight, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence and the existence of each of its Restricted Subsidiaries and the
rights (charter and statutory) and franchises of the Company and each of its
Restricted Subsidiaries; provided, however, that the foregoing shall not
obligate the Company to preserve the existence of any of its Restricted
Subsidiaries or any such right or franchise if the Board of Directors of the
Company shall determine that the preservation thereof is no longer desirable in
the conduct of the business of the Company and its Subsidiaries, taken as a
whole, and that the loss thereof is not disadvantageous in any material respect
to any Holder.

         Section 10.10. Waiver of Certain Covenants.

         The Company may omit in any particular instance to comply with any
term, provision or condition set forth in Sections 10.5 through 10.9, inclusive,
with respect to the Securities of any series if before the time for such
compliance the Holders of at least a majority in principal amount of the
Outstanding Securities of such series, by Act of such Holders, either shall
waive such compliance in such instance or generally shall have waived compliance
with such term, provision or condition, but no such waiver shall extend to or
affect such term, provision or condition except to the extent so expressly
waived, and, until such waiver shall become effective, the obligations of the
Company and the duties of the Trustee in respect of any such term, provision or
condition shall remain in full force and effect.

         Section 10.11. Company Statement as to Compliance; Notice of Certain
Defaults.

                  (1)      The Company shall deliver to the Trustee, within 120
days after the end of each fiscal year, a written statement (which need not be
contained in or accompanied by an Officers' Certificate) signed by the principal
executive officer, the principal financial officer or the principal accounting
officer of the Company, stating that

                           (a)      a review of the activities of the Company
during such year and of its performance under this Indenture has been made under
his or her supervision, and

                           (b)      to the best of his or her knowledge, based
on such review, (a) the Company has complied with all the conditions and
covenants imposed on it under this Indenture throughout such year, or, if there
has been a default in the fulfillment of any such condition or covenant,
specifying each such default known to him or her and the nature and status
thereof, and (b) no event has occurred and is continuing which is, or after
notice or lapse of time or both would become, an Event of Default, or, if such
an event has occurred and is continuing, specifying each such event known to him
and the nature and status thereof.

                  (2)      The Company shall deliver to the Trustee, within five
days after the occurrence thereof, written notice of any Event of Default or any
event which after notice or lapse of time or both would become an Event of
Default pursuant to clause (4) of Section 5.1.

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<PAGE>

         Section 10.12. Calculation of Original Issue Discount.

         The Company shall file with the Trustee promptly at the end of each
calendar year (i) a written notice specifying the amount of original issue
discount of any Original Issue Discount Security (including daily rates and
accrual periods) accrued on Outstanding Securities as of the end of such year
and (ii) such other specific information relating to such original issue
discount as may then be relevant under the Internal Revenue Code of 1986, as
amended from time to time.

                                   ARTICLE 11

                            REDEMPTION OF SECURITIES

         Section 11.1. Applicability of Article.

         Redemption of Securities of any series at the option of the Company as
permitted or required by the terms of such Securities shall be made in
accordance with the terms of such Securities and (except as otherwise provided
herein or pursuant hereto) this Article.

         Section 11.2. Election to Redeem; Notice to Trustee.

         The election of the Company to redeem any Securities shall be evidenced
by or pursuant to a Board Resolution. In case of any redemption at the election
of the Company of (a) less than all of the Securities of any series; (b) all of
the Securities of any series, with the same issue date, interest rate or
formula, Stated Maturity and other terms or (c) any other instances, the Company
shall, at least 60 days prior to the Redemption Date fixed by the Company
(unless a shorter notice shall be satisfactory to the Trustee), notify the
Trustee in writing of such Redemption Date and of the principal amount of
Securities of such series to be redeemed.

         Section 11.3. Selection by Trustee of Securities to be Redeemed.

         If less than all of the Securities of any series with the same issue
date, interest rate or formula, Stated Maturity and other terms are to be
redeemed, the particular Securities to be redeemed shall be selected by the
Trustee within five Business Days after it receives the notice provided for in
Section 11.2 from the Outstanding Securities of such series not previously
called for redemption, by such method as the Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of portions
of the principal amount of Registered Securities of such series; provided,
however, that no such partial redemption shall reduce the portion of the
principal amount of a Registered Security of such series not redeemed to less
than the minimum denomination for a Security of such series established herein
or pursuant hereto.

         The Trustee shall promptly notify the Company and the Security
Registrar (if other than itself) in writing of the Securities selected for
redemption and, in the case of any Securities selected for partial redemption,
the principal amount thereof to be redeemed.

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

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<PAGE>

         Unless otherwise specified in or pursuant to this Indenture or the
Securities of any series, if any Security selected for partial redemption is
converted into Common Stock or exchanged for other securities in part before
termination of the conversion or exchange right with respect to the portion of
the Security so selected, the converted portion of such Security shall be deemed
(so far as may be) to be the portion selected for redemption. Securities which
have been converted or exchanged during a selection of Securities to be redeemed
shall be treated by the Trustee as Outstanding for the purpose of such
selection.

         Section 11.4. Notice of Redemption.

         Notice of redemption shall be given in the manner provided in Section
1.6, not less than 30 nor more than 60 days prior to the Redemption Date, unless
a shorter period is specified in the Securities to be redeemed, to the Holders
of Securities to be redeemed. Failure to give notice by mailing in the manner
herein provided to the Holder of any Registered Securities designated for
redemption as a whole or in part, or any defect in the notice to any such
Holder, shall not affect the validity of the proceedings for the redemption of
any other Securities or portion thereof.

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

         All notices of redemption shall state:

                  (1)      the Redemption Date,

                  (2)      the Redemption Price,

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

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

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

                  (6)      the place or places where such Securities, together
(in the case of Bearer Securities) with all Coupons appertaining thereto, if
any, maturing after the Redemption Date, are to be surrendered for payment of
the Redemption Price and any accrued interest and Additional Amounts pertaining
thereto,

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

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<PAGE>

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

                  (9)      if Bearer Securities of any series are to be redeemed
and no Registered Securities of such series are to be redeemed, and if such
Bearer Securities may be exchanged for Registered Securities not subject to
redemption on the Redemption Date pursuant to Section 3.5 or otherwise, the last
date, as determined by the Company, on which such exchanges may be made,

                  (10)     in the case of Securities of any series that are
convertible into Common Stock of the Company or exchangeable for other
securities, the conversion or exchange price or rate, the date or dates on which
the right to convert or exchange the principal of the Securities of such series
to be redeemed will commence or terminate and the place or places where such
Securities may be surrendered for conversion or exchange, and

                  (11)     the CUSIP number or the Euroclear or the Clearstream
reference numbers of such Securities, if any (or any other numbers used by a
Depository to identify such Securities).

         A notice of redemption published as contemplated by Section 1.6 need
not identify particular Registered Securities to be redeemed.

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

         Section 11.5. Deposit of Redemption Price.

         On or prior to 10:00 a.m., New York City time, on any Redemption Date,
the Company shall deposit, with respect to the Securities of any series called
for redemption pursuant to Section 11.4, with the Trustee or with a Paying Agent
(or, if the Company is acting as its own Paying Agent, segregate and hold in
trust as provided in Section 10.3) an amount of money in the applicable Currency
sufficient to pay the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date, unless otherwise specified pursuant to
Section 3.1 or in the Securities of such series) any accrued interest on and
Additional Amounts with respect thereto, all such Securities or portions thereof
which are to be redeemed on that date.

         Section 11.6. Securities Payable on Redemption Date.

         Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest and the Coupons for such
interest appertaining to any Bearer Securities so to be redeemed, except to the
extent provided below, shall be void. Upon surrender of any such Security for
redemption in accordance with said notice, together with all Coupons, if any,
appertaining thereto maturing

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<PAGE>

after the Redemption Date, such Security shall be paid by the Company at the
Redemption Price, together with any accrued interest and Additional Amounts to
the Redemption Date; provided, however, that, except as otherwise provided in or
pursuant to this Indenture or the Bearer Securities of such series, installments
of interest on Bearer Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable only upon presentation and surrender of Coupons
for such interest (at an Office or Agency located outside the United States
except as otherwise provided in Section 10.2), and provided, further, that,
except as otherwise specified in or pursuant to this Indenture or the Registered
Securities of such series, installments of interest on Registered Securities
whose Stated Maturity is on or prior to the Redemption Date shall be payable to
the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the Regular Record Dates therefor
according to their terms and the provisions of Section 3.7.

         If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant Coupons maturing after the Redemption Date, such
Security may be paid after deducting from the Redemption Price an amount equal
to the face amount of all such missing Coupons, or the surrender of such missing
Coupon or Coupons may be waived by the Company and the Trustee if there be
furnished to them such security or indemnity as they may require to save each of
them and any Paying Agent harmless. If thereafter the Holder of such Security
shall surrender to the Trustee or any Paying Agent any such missing Coupon in
respect of which a deduction shall have been made from the Redemption Price,
such Holder shall be entitled to receive the amount so deducted; provided,
however, that any interest or Additional Amounts represented by Coupons shall be
payable only upon presentation and surrender of those Coupons at an Office or
Agency for such Security located outside of the United States except as
otherwise provided in Section 10.2.

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

         Section 11.7. Securities Redeemed in Part.

         Any Registered Security which is to be redeemed only in part shall be
surrendered at any Office or Agency for such Security (with, if the Company or
the Trustee so requires, due endorsement by, or a written instrument of transfer
in form satisfactory to the Company and the Trustee duly executed by, the Holder
thereof or his attorney duly authorized in writing) and the Company shall
execute and the Trustee shall authenticate and deliver to the Holder of such
Security without service charge, a new Registered Security or Securities of the
same series, containing identical terms and provisions, of any authorized
denomination as requested by such Holder in aggregate principal amount equal to
and in exchange for the unredeemed portion of the principal of the Security so
surrendered. If a Security in global form is so surrendered, the Company shall
execute, and the Trustee shall authenticate and deliver to the U.S. Depository
or other Depository for such Security in global form as shall be specified in
the Company Order with respect thereto to the Trustee, without service charge, a
new Security in global form in a denomination equal to and in exchange for the
unredeemed portion of the principal of the Security in global form so
surrendered.

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<PAGE>

         Section 11.8. Redemption for Tax Reasons.

         If (a) the Company shall have on any date (the "Succession Date")
consolidated with or merged into, or conveyed or transferred or leased its
properties and assets as an entirety or substantially as an entirety to, any
Person which is organized under the laws of any jurisdiction other than the
United States of America, any State thereof or the District of Columbia, (b) as
result of any change in or any amendment to the laws, regulations or published
tax rulings of such jurisdiction, or of any political subdivision or taxing
authority thereof or therein, affecting taxation, or any change in the official
administration, application or interpretation of such laws, regulations or
published tax rulings either generally or in relation to the Securities of any
series, which change or amendment become effective after the Succession Date or
which change in official administration, application or interpretation shall not
have been available to the public on or prior to such Succession Date and is
notified to the Company, such continuing Person would be required to pay any
Successor Additional Amounts pursuant to the Indenture or the terms of such
Securities in respect of any payments that it may be required to make with
respect to such Securities and (c) such obligation cannot be avoided by the
Company or such continuing Person taking reasonable measures available to it,
the Company or such continuing Person may at its option redeem all (but not less
than all) of such Securities, upon not less than 30 nor more than 60 days'
written notice as provided in this Indenture, at a Redemption Price equal to
100% of the principal amount thereof plus accrued Interest to the date fixed for
redemption; provided however, that (a) no such notice of redemption may be given
earlier than 60 days prior to the earliest date on which a continuing Person
would be obligated to pay such Successor Additional Amounts were a payment then
due in respect of such Securities, and (b) at the time any such redemption
notice is given, such obligation to pay such Successor Additional Amounts must
remain in effect.

                                   ARTICLE 12

                                  SINKING FUNDS

         Section 12.1. Applicability of Article.

         The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of a series, except as otherwise permitted or
required in or pursuant to this Indenture or any Security of such series issued
pursuant to this Indenture.

         The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment", and any payment in excess of such minimum amount provided for by
the terms of Securities of such series is herein referred to as an "optional
sinking fund payment". If provided for by the terms of Securities of any series,
the cash amount of any sinking fund payment may be subject to reduction as
provided in Section 12.2. Each sinking fund payment shall be applied to the
redemption of Securities of any series as provided for by the terms of
Securities of such series and this Indenture.

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<PAGE>

         Section 12.2. Satisfaction of Sinking Fund Payments with Securities.

         The Company may, in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of any series to be made pursuant to the
terms of such Securities (1) deliver Outstanding Securities of such series
(other than any of such Securities previously called for redemption or any of
such Securities in respect of which cash shall have been released to the
Company), together in the case of any Bearer Securities of such series with all
unmatured Coupons appertaining thereto, and (2) apply as a credit Securities of
such series which have been redeemed either at the election of the Company
pursuant to the terms of such series of Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, provided that such series of Securities have not been previously so
credited. Such Securities shall be received and credited for such purpose by the
Trustee at the Redemption Price specified in such Securities for redemption
through operation of the sinking fund and the amount of such sinking fund
payment shall be reduced accordingly. If, as a result of the delivery or credit
of Securities of any series in lieu of cash payments pursuant to this Section
12.2, the principal amount of Securities of such series to be redeemed in order
to satisfy the remaining sinking fund payment shall be less than $100,000, the
Trustee need not call Securities of such series for redemption, except upon
Company Request, and such cash payment shall be held by the Trustee or a Paying
Agent and applied to the next succeeding sinking fund payment, provided,
however, that the Trustee or such Paying Agent shall at the request of the
Company from time to time pay over and deliver to the Company any cash payment
so being held by the Trustee or such Paying Agent upon delivery by the Company
to the Trustee of Securities of that series purchased by the Company having an
unpaid principal amount equal to the cash payment requested to be released to
the Company.

         Section 12.3. Redemption of Securities for Sinking Fund.

         Not less than 75 days prior to each sinking fund payment date for any
series of Securities, the Company shall deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing mandatory sinking fund
payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and crediting of
Securities of that series pursuant to Section 12.2, and the optional amount, if
any, to be added in cash to the next ensuing mandatory sinking fund payment, and
will also deliver to the Trustee any Securities to be so credited and not
theretofore delivered. If such Officers' Certificate shall specify an optional
amount to be added in cash to the next ensuing mandatory sinking fund payment,
the Company shall thereupon be obligated to pay the amount therein specified.
Not less than 60 days before each such sinking fund payment date the Trustee
shall select the Securities to be redeemed upon such sinking fund payment date
in the manner specified in Section 11.3 and cause notice of the redemption
thereof to be given in the name of and at the expense of the Company in the
manner provided in Section 11.4. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 11.6 and 11.7.

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<PAGE>

                                   ARTICLE 13

                       REPAYMENT AT THE OPTION OF HOLDERS

         Section 13.1. Applicability of Article.

         Securities of any series which are repayable at the option of the
Holders thereof before their Stated Maturity shall be repaid in accordance with
the terms of the Securities of such series. The repayment of any principal
amount of Securities pursuant to such option of the Holder to require repayment
of Securities before their Stated Maturity, for purposes of Section 3.9, shall
not operate as a payment, redemption or satisfaction of the Indebtedness
represented by such Securities unless and until the Company, at its option,
shall deliver or surrender the same to the Trustee with a directive that such
Securities be cancelled. Notwithstanding anything to the contrary contained in
this Section 13.1, in connection with any repayment of Securities, the Company
may arrange for the purchase of any Securities by an agreement with one or more
investment bankers or other purchasers to purchase such Securities by paying to
the Holders of such Securities on or before the close of business on the
repayment date an amount not less than the repayment price payable by the
Company on repayment of such Securities, and the obligation of the Company to
pay the repayment price of such Securities shall be satisfied and discharged to
the extent such payment is so paid by such purchasers.

                                   ARTICLE 14

                        SECURITIES IN FOREIGN CURRENCIES

         Section 14.1. Applicability of Article.

         Whenever this Indenture provides for (i) any action by, or the
determination of any of the rights of, Holders of Securities of any series in
which not all of such Securities are denominated in the same Currency, or (ii)
any distribution to Holders of Securities, in the absence of any provision to
the contrary in the form of Security of any particular series or pursuant to
this Indenture or the Securities, any amount in respect of any Security
denominated in a Currency other than Dollars shall be treated for any such
action or distribution as that amount of Dollars that could be obtained for such
amount on such reasonable basis of exchange and as of the record date with
respect to Registered Securities of such series (if any) for such action,
determination of rights or distribution (or, if there shall be no applicable
record date, such other date reasonably proximate to the date of such action,
determination of rights or distribution) as the Company may specify in a written
notice to the Trustee.

                                   ARTICLE 15

                        MEETINGS OF HOLDERS OF SECURITIES

         Section 15.1. Purposes for Which Meetings May Be Called.

         A meeting of Holders of Securities of any series may be called at any
time and from time to time pursuant to this Article to make, give or take any
request, demand, authorization,

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<PAGE>

direction, notice, consent, waiver or other Act provided by this Indenture to be
made, given or taken by Holders of Securities of such series.

         Section 15.2. Call, Notice and Place of Meetings.

                  (1)      The Trustee may at any time call a meeting of Holders
of Securities of any series for any purpose specified in Section 15.1, to be
held at such time and at such place in the Borough of Manhattan, The City of New
York, or, if Securities of such series have been issued in whole or in part as
Bearer Securities, in London or in such place outside the United States as the
Trustee shall determine. Notice of every meeting of Holders of Securities of any
series, setting forth the time and the place of such meeting and in general
terms the action proposed to be taken at such meeting, shall be given, in the
manner provided in Section 1.6, not less than 21 nor more than 180 days prior to
the date fixed for the meeting.

                  (2)      In case at any time the Company (by or pursuant to a
Board Resolution) or the Holders of at least 10% in principal amount of the
Outstanding Securities of any series shall have requested the Trustee to call a
meeting of the Holders of Securities of such series for any purpose specified in
Section 15.1, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee shall not have mailed
notice of or made the first publication of the notice of such meeting within 21
days after receipt of such request (whichever shall be required pursuant to
Section 1.6) or shall not thereafter proceed to cause the meeting to be held as
provided herein, then the Company or the Holders of Securities of such series in
the amount above specified, as the case may be, may determine the time and the
place in the Borough of Manhattan, The City of New York, or, if Securities of
such series are to be issued as Bearer Securities, in London for such meeting
and may call such meeting for such purposes by giving notice thereof as provided
in clause (1) of this Section.

         Section 15.3. Persons Entitled to Vote at Meetings.

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

         Section 15.4. Quorum; Action.

         The Persons entitled to vote a majority in principal amount of the
Outstanding Securities of a series shall constitute a quorum for any meeting of
Holders of Securities of such series. In the absence of a quorum within 30
minutes after the time appointed for any such meeting, the meeting shall, if
convened at the request of Holders of Securities of such series, be dissolved.
In any other case the meeting may be adjourned for a period of not less than 10
days as determined by the chairman of the meeting prior to the adjournment of
such meeting. In the absence of a quorum at any reconvened meeting, such
reconvened meeting may be further adjourned for a period of not less than 10
days as determined by the chairman of the meeting prior to the

                                       86
<PAGE>

adjournment of such reconvened meeting. Notice of the reconvening of any
adjourned meeting shall be given as provided in Section 15.2(1), except that
such notice need be given only once not less than five days prior to the date on
which the meeting is scheduled to be reconvened. Notice of the reconvening of an
adjourned meeting shall state expressly the percentage, as provided above, of
the principal amount of the Outstanding Securities of such series which shall
constitute a quorum.

         Except as limited by the proviso to Section 9.2, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum is
present as aforesaid may be adopted only by the affirmative vote of the Holders
of a majority in principal amount of the Outstanding Securities of that series;
provided, however, that, except as limited by the proviso to Section 9.2, any
resolution with respect to any request, demand, authorization, direction,
notice, consent, waiver or other Act which this Indenture expressly provides may
be made, given or taken by the Holders of a specified percentage, which is less
than a majority, in principal amount of the Outstanding Securities of a series
may be adopted at a meeting or an adjourned meeting duly reconvened and at which
a quorum is present as aforesaid by the affirmative vote of the Holders of such
specified percentage in principal amount of the Outstanding Securities of such
series.

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

         Section 15.5. Determination of Voting Rights; Conduct and Adjournment
of Meetings.

                  (1)      Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Holders of Securities of such series in regard to
proof of the holding of Securities of such series and of the appointment of
proxies and in regard to the appointment and duties of inspectors of votes, the
submission and examination of proxies, certificates and other evidence of the
right to vote, and such other matters concerning the conduct of the meeting as
it shall deem appropriate. Except as otherwise permitted or required by any such
regulations, the holding of Securities shall be proved in the manner specified
in Section 1.4 and the appointment of any proxy shall be proved in the manner
specified in Section 1.4 or by having the signature of the person executing the
proxy witnessed or Guaranteed by any trust company, bank or banker authorized by
Section 1.4 to certify to the holding of Bearer Securities. Such regulations may
provide that written instruments appointing proxies, regular on their face, may
be presumed valid and genuine without the proof specified in Section 1.4 or
other proof.

                  (2)      The Trustee shall, by an instrument in writing,
appoint a temporary chairman of the meeting, unless the meeting shall have been
called by the Company or by Holders of Securities as provided in Section
15.2(2), in which case the Company or the Holders of Securities of the series
calling the meeting, as the case may be, shall in like manner appoint a
temporary chairman. A permanent chairman and a permanent secretary of the
meeting shall be elected by vote of the Persons entitled to vote a majority in
principal amount of the Outstanding Securities of such series represented at the
meeting.

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<PAGE>

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

                  (4)      Any meeting of Holders of Securities of any series
duly called pursuant to Section 15.2 at which a quorum is present may be
adjourned from time to time by Persons entitled to vote a majority in principal
amount of the Outstanding Securities of such series represented at the meeting;
and the meeting may be held as so adjourned without further notice.

         Section 15.6. Counting Votes and Recording Action of Meetings.

         The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in triplicate of all votes cast at the meeting. A record, at least in
triplicate, of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 15.2 and, if
applicable, Section 15.4. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

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<PAGE>

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

                                         JABIL CIRCUIT, INC.

                                         By /s/ Timothy L. Main
                                            ------------------------------------
                                            Name:  Timothy L. Main
                                            Title: President

                                         THE BANK OF NEW YORK,
                                              as Trustee

                                         By /s/ Mary LaGumina
                                            ------------------------------------
                                            Name:  Mary LaGumina
                                            Title: Vice President