<PAGE>

                                                                     EXHIBIT 4.1

                       APACHE FINANCE CANADA CORPORATION,
                                     Company

                               APACHE CORPORATION,
                                    Guarantor

                                       to

                            THE CHASE MANHATTAN BANK,
                                     Trustee

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

                                    INDENTURE

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

                          Dated as of November 23, 1999

                                 Debt Securities

<PAGE>

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



<TABLE>
<CAPTION>
Trust Indenture
  Act Section                                                                                 Indenture Section
<S>                                                                                           <C>
Section 310(a)(1)                                                                                      607
 (a)(2)                                                                                                607
 (b)                                                                                                   608
Section 312(a)                                                                                         701
 (b)                                                                                                   702
 (c)                                                                                                   702
Section 313(a)                                                                                         703
 (c)                                                                                                   703
 (d)                                                                                                   703
Section 314(a)                                                                                         704
 (c)(1)                                                                                                102
 (c)(2)                                                                                                102
 (e)                                                                                                   102
 (f)                                                                                                   102
Section 316(a) (last sentence)                                                                         101
 (a)(1)(A)                                                                                        502, 512
 (a)(1)(B)                                                                                             513
 (b)                                                                                                   508
Section 317(a)(1)                                                                                      503
 (a)(2)                                                                                                504
 (b)                                                                                                  1003
Section 318(a)                                                                                         108
</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 therein.

<PAGE>

<TABLE>
<S>                                                                                                           <C>
Recitals.................................................................................................       1

                                                ARTICLE ONE
                          DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Section 101. Definitions.................................................................................       2
         Act.............................................................................................       2
         Additional Amounts..............................................................................       2
         Affiliate.......................................................................................       3
         Authenticating Agent............................................................................       3
         Authorized Newspaper............................................................................       3
         Bearer Security.................................................................................       3
         Board of Directors..............................................................................       3
         Board Resolution................................................................................       3
         Business Day....................................................................................       3
         Change in Control...............................................................................       3
         Change in Control Purchase Date.................................................................       3
         Change in Control Purchase Notice...............................................................       3
         Change in Control Purchase Price................................................................       4
         Commission......................................................................................       4
         Common Stock....................................................................................       4
         Company.........................................................................................       4
         Company Request and Company Order...............................................................       4
         Consolidated Net Worth..........................................................................       4
         Conversion Event................................................................................       4
         Corporate Trust Office..........................................................................       4
         Corporation.....................................................................................       4
         Coupon..........................................................................................       4
         Currency........................................................................................       5
         CUSIP number....................................................................................       5
         Defaulted Interest..............................................................................       5
         Dollars or $....................................................................................       5
         ECU.............................................................................................       5
         Euro............................................................................................       5
         European Monetary System........................................................................       5
         European Union..................................................................................       5
         Event of Default................................................................................       5
         Foreign Currency................................................................................       5
         GAAP............................................................................................       5
         Government Obligations..........................................................................       5
         Guarantee.......................................................................................       6
         Guarantor.......................................................................................       6
</TABLE>

                                      iii

<PAGE>

<TABLE>
<S>                                                                                                           <C>
         Guarantor Request and Guarantor Order...........................................................       6
         Holder..........................................................................................       6
         Indebtedness....................................................................................       6
         Indenture.......................................................................................       7
         Independent Public Accountants..................................................................       7
         Indexed Security................................................................................       7
         Interest........................................................................................       7
         Interest Payment Date...........................................................................       7
         Judgment Currency...............................................................................       7
         Legal Holidays..................................................................................       7
         Lien............................................................................................       7
         Limited Recourse Indebtedness...................................................................       8
         Maturity........................................................................................       8
         New York Banking Day............................................................................       8
         Office or Agency................................................................................       8
         Officers' Certificate...........................................................................       8
         Opinion of Counsel..............................................................................       8
         Ordinary Course ................................................................................       8
         Original Issue Discount Security................................................................       8
         Outstanding.....................................................................................       9
         Paying Agent...................................................................................       10
         Person.........................................................................................       10
         Place of Payment...............................................................................       10
         Predecessor Security...........................................................................       10
         Redemption Date................................................................................       10
         Redemption Price...............................................................................       10
         Registered Security............................................................................       10
         Regular Record Date............................................................................       11
         Required Currency..............................................................................       11
         Responsible Officer............................................................................       11
         Sale\Leaseback Transaction.....................................................................       11
         Security or Securities.........................................................................       11
         Security Register and Security Registrar.......................................................       11
         Senior Indebtedness............................................................................       11
         Special Record Date............................................................................       12
         Stated Maturity................................................................................       12
         Subsidiary.....................................................................................       12
         Subsidiary Assignee............................................................................       12
         Successor......................................................................................       12
         Successor Additional Amounts...................................................................       12
         Trust Indenture Act............................................................................       13
         Trustee........................................................................................       13
         United States..................................................................................       13
</TABLE>

                                       iv

<PAGE>

<TABLE>
<S>                                                                                                           <C>
         United States Alien............................................................................       13
         U.S. Depository or Depository..................................................................       13
         Vice President.................................................................................       13
         Voting Stock...................................................................................       13

Section 102. Compliance Certificates and Opinions.......................................................       14
Section 103. Form of Documents Delivered to Trustee.....................................................       14
Section 104. Acts of Holders............................................................................       15
Section 105. Notices, etc. to Trustee, the Company and the Guarantor....................................       17
Section 106. Notice to Holders of Securities; Waiver....................................................       17
Section 107. Language of Notices........................................................................       18
Section 108. Conflict with Trust Indenture Act..........................................................       18
Section 109. Effect of Headings and Table of Contents...................................................       19
Section 110. Successors and Assigns.....................................................................       19
Section 111. Separability Clause........................................................................       19
Section 112. Benefits of Indenture......................................................................       19
Section 113. Governing Law..............................................................................       19
Section 114. Legal Holidays.............................................................................       19
Section 115. Counterparts...............................................................................       20
Section 116. Judgment Currency..........................................................................       20

                                                ARTICLE TWO
                                      SECURITIES AND GUARANTEE FORMS
Section 201. Forms Generally............................................................................       21
Section 202. Guarantee by Guarantor: Form of Guarantee..................................................       21
Section 203. Form of Trustee's Certificate of Authentication............................................       24
Section 204. Securities in Global Form..................................................................       24

                                               ARTICLE THREE
                                              THE SECURITIES
Section 301. Amount Unlimited; Issuable in Series.......................................................       25
Section 302. Currency; Denominations....................................................................       28
Section 303. Execution, Authentication, Delivery and Dating.............................................       29
Section 304. Temporary Securities.......................................................................       31
Section 305. Registration, Transfer and Exchange........................................................       32
Section 306. Mutilated, Destroyed, Lost and Stolen Securities...........................................       35
Section 307. Payment of Interest and Certain Additional Amounts;
             Rights to Interest; Certain Additional Amounts Preserved...................................       36
Section 308. Persons Deemed Owners......................................................................       38
Section 309. Cancellation...............................................................................       39
Section 310. Computation of Interest....................................................................       39
</TABLE>

                                        v

<PAGE>

<TABLE>
<S>                                                                                                           <C>
                                               ARTICLE FOUR
                                  SATISFACTION AND DISCHARGE OF INDENTURE
Section 401. Satisfaction and Discharge.................................................................       39
Section 402. Defeasance and Covenant Defeasance.........................................................       41
Section 403. Application of Trust Money.................................................................       45
Section 404. Reinstatement..............................................................................       45

                                               ARTICLE FIVE
                                                 REMEDIES
Section 501. Events of Default..........................................................................       46
Section 502. Acceleration of Maturity; Rescission and Annulment.........................................       48
Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee............................       49
Section 504. Trustee May File Proofs of Claim...........................................................       50
Section 505. Trustee May Enforce Claims without Possession of Securities,
             Guarantees or Coupons......................................................................       51
Section 506. Application of Money Collected.............................................................       51
Section 507. Limitations on Suits.......................................................................       51
Section 508. Unconditional Right of Holders to Receive Principal and any Premium,
             Interest and Additional Amounts............................................................       52
Section 509. Restoration of Rights and Remedies.........................................................       52
Section 510. Rights and Remedies Cumulative.............................................................       53
Section 511. Delay or Omission not Waiver...............................................................       53
Section 512. Control by Holders of Securities...........................................................       53
Section 513. Waiver of Past Defaults....................................................................       54
Section 514. Waiver of Stay or Extension Laws...........................................................       54
Section 515. Undertaking for Costs......................................................................       54

                                                ARTICLE SIX
                                                THE TRUSTEE
Section 601. Certain Rights of Trustee..................................................................       55
Section 602. Notice of Defaults.........................................................................       56
Section 603. Not Responsible for Recitals or Issuance of Securities.....................................       57
Section 604. May Hold Securities........................................................................       57
Section 605. Money Held in Trust........................................................................       57
Section 606. Compensation and Reimbursement.............................................................       57
Section 607. Corporate Trustee Required; Eligibility....................................................       58
Section 608. Resignation and Removal; Appointment of Successor..........................................       59
Section 609. Acceptance of Appointment by Successor.....................................................       60
Section 610. Merger, Conversion, Consolidation or Succession to Business................................       61
</TABLE>

                                       vi

<PAGE>

<TABLE>
<S>                                                                                                           <C>
Section 611. Appointment of Authenticating Agent........................................................       62

                                               ARTICLE SEVEN
                        HOLDERS LISTS AND REPORTS BY TRUSTEE, COMPANY AND GUARANTOR
Section 701. Company and Guarantor to Furnish Trustee Names and
             Addresses of Holders.......................................................................       64
Section 702. Preservation of Information; Communications to Holders.....................................       64
Section 703. Reports by Trustee.........................................................................       64
Section 704. Reports by Company and Guarantor...........................................................       65

                                               ARTICLE EIGHT
                                      CONSOLIDATION, MERGER AND SALES
Section 801. Guarantor May Consolidate, Etc., Only on Certain Terms.....................................       66
Section 802. Company May Consolidate, etc., Only on Certain Terms.......................................       66
Section 803. Successor Person Substituted for Company or Guarantor......................................       69
Section 804. Assumption by the Guarantor of the Company's Obligations...................................       69
Section 805. Indemnification Procedure..................................................................       70

                                               ARTICLE NINE
                                          SUPPLEMENTAL INDENTURES
Section 901. Supplemental Indentures without Consent of Holders.........................................       71
Section 902. Supplemental Indentures with Consent of Holders............................................       72
Section 903. Execution of Supplemental Indentures.......................................................       74
Section 904. Effect of Supplemental Indentures..........................................................       74
Section 905. Reference in Securities to Supplemental Indentures.........................................       74
Section 906. Conformity with Trust Indenture Act........................................................       74

                                                ARTICLE TEN
                                                 COVENANTS
Section 1001. Payment of Principal, any Premium, Interest and Additional Amounts. ......................       75
Section 1002. Maintenance of Office or Agency...........................................................       75
Section 1003. Money for Securities Payments to Be Held in Trust.........................................       76
Section 1004. Additional Amounts........................................................................       78
Section 1005. Limitation on Liens.......................................................................       79
Section 1006. Limitation on Sale/Leaseback Transactions.................................................       82
Section 1007. Corporate Existence.......................................................................       83
Section 1008. Waiver of Certain Covenants...............................................................       83
Section 1009. Company Statement as to Compliance; Notice of Certain Defaults............................       83
</TABLE>

                                       vii

<PAGE>

<TABLE>
<S>                                                                                                           <C>
                                              ARTICLE ELEVEN
                                         REDEMPTION OF SECURITIES
Section 1101. Applicability of Article..................................................................       84
Section 1102. Election to Redeem; Notice to Trustee.....................................................       84
Section 1103. Selection by Trustee of Securities to be Redeemed.........................................       85
Section 1104. Notice of Redemption......................................................................       85
Section 1105. Deposit of Redemption Price...............................................................       86
Section 1106. Securities Payable on Redemption Date.....................................................       87
Section 1107. Securities Redeemed in Part...............................................................       88

                                              ARTICLE TWELVE
                                    REPAYMENT AT THE OPTION OF HOLDERS
Section 1201. Applicability of Article..................................................................       88

                                             ARTICLE THIRTEEN
                                     SECURITIES IN FOREIGN CURRENCIES
Section 1301. Applicability of Article..................................................................       89

                                             ARTICLE FOURTEEN
                                     MEETINGS OF HOLDERS OF SECURITIES
Section 1401. Purposes for Which Meetings May Be Called.................................................       89
Section 1402. Call, Notice and Place of Meetings........................................................       89
Section 1403. Persons Entitled to Vote at Meetings......................................................       90
Section 1404. Quorum; Action............................................................................       90
Section 1405. Determination of Voting Rights; Conduct and Adjournment of Meetings. .....................       91
Section 1406. Counting Votes and Recording Action of Meetings...........................................       92

                                              ARTICLE FIFTEEN
                              PURCHASES OF SECURITIES UPON CHANGE IN CONTROL
Section 1501. Purchase of Securities at Option of the Holder upon Change in Control.....................       93
Section 1502. Effect of Change in Control Purchase Notice...............................................       95
Section 1503. Deposit of Change in Control Purchase Price...............................................       96
Section 1504. Covenant to Comply With Securities Laws Upon Purchase of Securities.......................       96
Section 1505. Repayment to the Company..................................................................       97
</TABLE>

                                      viii

<PAGE>

<TABLE>
<S>                                                                                                           <C>
                                              ARTICLE SIXTEEN
                                                GUARANTEES
Section 1601. Guarantee.................................................................................       97
Section 1602. Execution and Delivery of Guarantees......................................................       99

                                             ARTICLE SEVENTEEN
                                               MISCELLANEOUS

Section 1701. Submission to Jurisdiction................................................................       99
Section 1702. Stamp Duty...............................................................................       100
</TABLE>

                                       ix

<PAGE>

                  INDENTURE, dated as of November 23, 1999 (the "Indenture"),
among APACHE FINANCE CANADA CORPORATION, an unlimited liability company duly
organized and existing under the laws of Nova Scotia, Canada (the "Company"),
having its principal executive office located at 700-9th Ave. S.W., Alberta
Canada T2P 3V4, APACHE CORPORATION, a corporation duly organized and existing
under the laws of the State of Delaware (the "Guarantor"), having its principal
executive office located at One Post Oak Central, 2000 Post Oak Boulevard, Suite
100, Houston, Texas 77056-4400, and THE CHASE MANHATTAN BANK, a banking
corporation duly organized and existing under the laws of the State of New York
(the "Trustee"), having its Corporate Trust Office located at 450 West 33rd
Street, 15th Floor, New York, New York 10001.

                                    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
unsecured debentures, notes or other evidences of Indebtedness (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 provided in this Indenture. All
things necessary to make this Indenture a valid agreement of the Company, in
accordance with its terms, have been done.

                  For value received, the Guarantor has duly authorized the
execution and delivery of this Indenture to provide for the issuance of the
Guarantees by it with respect to the Securities as set forth in this Indenture.

                  The Guarantor desires to make the Guarantees provided for
herein, and has determined that such Guarantees are necessary and convenient to
the conduct of the business of the Company, an indirect, wholly-owned subsidiary
of the Guarantor.

                  All things necessary to make the Guarantees, when executed by
the Guarantor and endorsed on the Securities authenticated and delivered
hereunder, the valid obligations of the Guarantor, and to make this Indenture a
valid agreement of the Guarantor, 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

                                       1

<PAGE>

proportionate benefit of all Holders of the Securities or of any series thereof
and any Coupons (as herein defined) as follows:

                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

                  Section 101. Definitions.

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

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

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

                  (c) all accounting terms not otherwise defined herein have the
         meanings assigned to them in accordance with generally accepted
         accounting principles and, except as otherwise herein expressly
         provided, the terms "generally accepted accounting principles" or
         "GAAP" with respect to any computation required or permitted hereunder
         shall mean such accounting principles as are generally accepted at the
         date of such computation;

                  (d) 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

                  (e) 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 Holder, has the meaning
specified in Section 104.

                  "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.

                                       2

<PAGE>

                  "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.

                  "Authenticating Agent" means any Person authorized by the
Trustee pursuant to Section 611 to act on behalf of the Trustee to authenticate
Securities of one or more series.

                  "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 days that are Legal 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.

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

                  "Board of Directors" means, when used with reference to the
Company or the Guarantor, either the board of directors of the Company or the
Guarantor, as the case may be, or any duly authorized committee of such board of
directors of the Company or the Guarantor, as the case may be.

                  "Board Resolution" means, when used with reference to the
Company or the Guarantor, a copy of one or more resolutions, certified by the
Secretary or an Assistant Secretary of the Company or the Guarantor, as the case
may be, to have been duly adopted by its respective 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 301, 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.

                  "Change in Control" has the meaning specified in Section 1501.

                  "Change in Control Purchase Date" has the meaning specified in
Section 1501.

                  "Change in Control Purchase Notice" has the meaning specified
in Section 1501.

                                       3

<PAGE>

                  "Change in Control Purchase Price" has the meaning specified
in Section 1501.

                  "Commission" means the Securities and Exchange Commission, as
from time to time constituted, created under the Securities Exchange Act of
1934, as amended, 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 stock of any class of the Company
or the Guarantor, as the case may be, which has no preference in respect of
dividends or of amounts payable in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Company or the Guarantor, as the
case may be, and which is not subject to redemption by the Company or the
Guarantor, as the case may be.

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

                  "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 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 Worth" has the meaning specified in Section
1005.

                  "Conversion Event" means the cessation of use of (i) a Foreign
Currency (other than the ECU and Euro) 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, (ii) the ECU and Euro both within the European
Monetary System and for the settlement of transactions by public institutions of
or within the European Union or (iii) any currency unit or composite currency
other than the ECU and Euro 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 450 West 33rd Street, 15th Floor, New York, New
York 10001.

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

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

                                       4

<PAGE>

                  "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.

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

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

                  "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.

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

                  "Euro" means the lawful currency of the member states of the
European Union that adopt the single currency in accordance with the treaty
establishing the European Community, as amended by the Treaty on European Union.

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

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

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

                  "Foreign Currency" means any currency, currency unit or
composite currency, including, without limitation, the ECU and 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.

                  "GAAP" means such accounting principles as are generally
accepted in the United States of America as of the date or time of any
computation required hereunder.

                  "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)

                                       5

<PAGE>

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 guarantee of the Guarantor endorsed on a
Security authenticated and delivered pursuant to this Indenture and shall
include the guarantees set forth in Section 202.

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

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

                  "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", with respect to any Person, means (a)
indebtedness for borrowed money and deferred payment obligations representing
the unpaid purchase price of real or personal property of, or guaranteed by,
such Person, other than accounts payable arising in the ordinary course of
business payable on terms customary in the trade, (b) indebtedness secured by s
or payable out of the proceeds of production from property, (c) indebtedness
which is evidenced by mortgages, notes, bonds, debentures, acceptances or other
instruments, (d) indebtedness which must be capitalized as liabilities under
GAAP, (e) liabilities under interest rate swap, exchange, collar or cap
agreements and all other agreements or arrangements designed to protect against
fluctuations in interest rates or currency exchange rates, (f) liabilities under
commodity hedge, commodity swap, exchange, collar or cap agreements, fixed price
agreements and all other agreements or arrangements designed to protect against
fluctuations in oil and gas prices, (g) guarantees and endorsements of
obligations of others, directly or indirectly, and all other repurchase
agreements and indebtedness in effect guaranteed

                                       6

<PAGE>

through an agreement, contingent or otherwise, to purchase such indebtedness, or
to purchase or sell property, or to purchase or sell services, primarily for the
purpose of enabling the debtor to make payment of the indebtedness or to assure
the owner of the indebtedness against loss, or to supply funds to or in any
manner invest in the debtor, or otherwise to assure a creditor against loss (but
excluding guarantees and endorsements of notes, bills and checks made in the
ordinary course of business); and (h) indebtedness relative to the amount of all
letters of credit; provided, however, that such term shall not include any
amounts included as deferred credits on the financial statements of such Person
or of a consolidated group including such Person, and computed in accordance
with GAAP.

                  "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 301 (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, the Guarantor and any other
obligor under the Securities, the Guarantees or the Coupons, are independent
public accountants within the meaning of the Securities Act of 1933, as amended,
and the rules and regulations promulgated by the Commission thereunder, who may
be the independent public accountants regularly retained by the Company, the
Guarantor or any such other obligor 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 may be more or less
than the principal face amount thereof at original issuance.

                  "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 1004, includes such
Additional Amounts.

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

                  "Judgment Currency" has the meaning specified in Section 116.

                  "Legal Holidays", with respect to any Place of Payment or
other location, means a Saturday, a Sunday or a day on which banking
institutions in such Place of Payment or other location are not authorized or
obligated to be open.

                  "Lien" has the meaning specified in Section 1005.

                                       7

<PAGE>

                  "Limited Recourse Indebtedness" means Indebtedness of a Person
for which there is no recourse whatsoever to such Person for the repayment
thereof other than recourse limited to the cash flow from the assets
constituting collateral therefor and recourse to the extent necessary to enable
amounts to be claimed in respect of such Indebtedness upon an enforcement of any
on any such assets; provided that (a) the extent of such recourse is limited
solely to the amount of any recoveries made on any such enforcement, and (b) the
holder of such Indebtedness is not entitled, by virtue of any right or claim
arising out of or in connection with such Indebtedness to commence proceedings
for the winding up or dissolution of, or to appoint or procure the appointment
of any receiver, trustee or similar person or official in respect of, such
Person or any of its assets (other than the assets the subject of such ).

                  "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 and Change in Control Purchase Date.

                  "New York Banking Day" has the meaning specified in Section
116.

                  "Office" or "Agency", with respect to any Securities, means an
office or agency of the Company and the Guarantor maintained or designated in a
Place of Payment for such Securities pursuant to Section 1002 or any other
office or agency of the Company maintained or designated for such Securities
pursuant to Section 1002 or, to the extent designated or required by Section
1002 in lieu of such office or agency, the Corporate Trust Office of the
Trustee.

                  "Officers' Certificate" means a certificate signed by the
Chairman of the Board, a Vice Chairman, the President or a Vice President, and
by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary of the Company or the Guarantor, as applicable, 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 the Guarantor, as the case
may be, 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 and is delivered to the Trustee.

                  "Ordinary Course " has the meaning specified in Section 1005.

                  "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 502.

                                       8

<PAGE>

                  "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 canceled by the Trustee
                           or the Security Registrar or delivered to the Trustee
                           or the Security Registrar for cancellation;

                  (b)      any such Security for whose payment either at the
                           Maturity thereof or upon the Company becoming
                           obligated (subject to withdrawal of any Change in
                           Control Purchase Notice) to pay the Change in Control
                           Purchase Price, money in the necessary amount has
                           been theretofore deposited pursuant hereto (other
                           than pursuant to Section 402) with the Trustee or any
                           Paying Agent (other than the Company or the
                           Guarantor) in trust or set aside and segregated in
                           trust by the Company or the Guarantor, as the case
                           may be (if the Company or the Guarantor shall act as
                           its own Paying Agent), for the Holders of such
                           Securities and any Guarantees or Coupons appertaining
                           thereto, provided that, if such Securities are to be
                           redeemed, notice of such redemption has been duly
                           given pursuant to this Indenture or provision
                           therefor satisfactory to the Trustee has been made;

                  (c)      any such Security with respect to which the Company
                           or the Guarantor has effected defeasance or covenant
                           defeasance pursuant to Section 402, except to the
                           extent provided in Section 402; and

                  (d)      any such Security which has been paid pursuant to
                           Section 306 or in exchange for or in lieu of which
                           other Securities have been authenticated and
                           delivered pursuant to this Indenture, unless there
                           shall have been presented to the Trustee proof
                           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;

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 502 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 purpose 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

                                       9

<PAGE>

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 beneficially owned by the Company,
the Guarantor or any other obligor upon the Securities or any Affiliate of the
Company, the Guarantor 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, authorization, direction, notice, consent or waiver, only Securities
which a Responsible Officer of the Trustee 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, the Guarantor or any other obligor upon
the Securities or any Coupons appertaining thereto or an Affiliate of the
Company, the Guarantor 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.

                  "Person" means any individual, Corporation, partnership, joint
venture, joint-stock company, limited liability company and, except for purposes
of Article Eight, 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 306 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.

                  "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 201 which is registered in the Security Register.

                                       10

<PAGE>

                  "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 116.

                  "Responsible Officer" means, when used with respect to the
Trustee, any officer of the Trustee in its Corporate Trust Office with direct
responsibility for the administration of this Indenture and also means, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of his knowledge of and familiarity with the
particular subject.

                  "Sale\Leaseback Transaction" has the meaning specified in
Section 1006.

                  "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 305.

                  "Senior Indebtedness" means the principal of, premium, if any,
interest on, and any other payment due pursuant to any of the following, whether
outstanding as of the date of execution of this Indenture or thereafter
incurred, created or assumed:

                  (a)      all Indebtedness of the Guarantor, the Company or any
         other Subsidiary, as applicable, for money borrowed (including, without
         limitation, any indebtedness secured by a mortgage, conditional sales
         contract or other lien which is (i) given to secure all or part of the
         purchase price of property subject thereto, whether given to the vendor
         of such property or to another, or (ii) existing on property at the
         time of acquisition thereof);

                  (b)      all Indebtedness of the Guarantor, the Company or any
         other Subsidiary, as applicable, evidenced by notes, debentures, bonds,
         commercial paper or other securities sold by the Guarantor, the Company
         or any other Subsidiary, as applicable, for money;

                  (c)      all lease obligations of the Guarantor, the Company
         or any other Subsidiary, as applicable, which are capitalized on the
         books of the Guarantor or the Company in accordance with generally
         accepted accounting principles;

                  (d)      all Indebtedness of others of the kinds described in
         either of the preceding clauses (a) or (b) and all lease obligations of
         others of the kind described in the preceding

                                       11

<PAGE>

         clause (c) assumed by or guaranteed in any manner by the Guarantor, the
         Company or any other Subsidiary or in effect guaranteed by the
         Guarantor, the Company or any other Subsidiary, as applicable, through
         an agreement to purchase, contingent or otherwise;

                  (e)      all obligations of the Guarantor, the Company or any
         other Subsidiary, as applicable, with respect to letters of credit
         issued in connection with indebtedness of others of the kind described
         in the preceding clauses (a) or (b) or lease obligations of the kind
         described in the preceding clause (c); and

                  (f)      all renewals, extensions or refundings of
         indebtedness of the kinds described in any of the preceding clauses
         (a), (b) and (d), all renewals or extensions of lease obligations of
         the kinds described in either of the preceding clauses (c) and (d) and
         all renewals or extensions of obligations with respect to letters of
         credit of the kind described in the preceding clause (e);

which, in each case, is an obligation payable by its terms more than one year
from the date of incurrence thereof and should be shown on a balance sheet as a
liability under GAAP; unless, in the case of any particular indebtedness, lease,
obligation, renewal, extension or refunding, the instrument or lease creating or
evidencing the same or the assumption or guarantee of the same expressly
provides that such indebtedness, lease, obligation, renewal, extension or
refunding is subordinate in right of payment to or is not at least pari passu
with the Securities or the Guarantees. Notwithstanding the foregoing, "Senior
Indebtedness" does not include indebtedness owing, directly or indirectly, to
any Affiliate or employee of the Guarantor or the Company, as applicable, or
arising under or in respect of any employee benefit plan of the Guarantor, the
Company or any of their respective Affiliates.

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

                  "Stated Maturity" with respect to any Security or any
installment of principal thereof or interest thereon or any Additional Amounts
with respect thereto, means the date established by or pursuant to this
Indenture or such Security as the fixed date on which the principal of such
Security or such installment of principal or interest is, or such Additional
Amounts are, due and payable.

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

                  "Subsidiary Assignee" shall have the meaning set forth in
Section 802.

                  "Successor" shall have the meaning set forth in Section 802.

                  "Successor Additional Amounts" shall have the meaning set
forth in Section 802.

                                       12

<PAGE>

                  "Trust Indenture Act" means the 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 (i) a foreign corporation, (ii) a
non-resident alien individual, (iii) a non-resident alien fiduciary of a foreign
estate, (iv) any trust unless (A) a court within the United States may exercise
primary supervision over the trust's administration, and (B) one or more United
States Aliens has the authority to control all substantial decisions of the
trust, or (v) a foreign partnership one or more of the members of which is, for
United States Federal income tax purposes, a Person described in any of clauses
(i) through (iv) above.

                  "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 Exchange
Act of 1934, as amended, 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 Guarantor, 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 of a Corporation of the class or
classes having general voting power under ordinary circumstances to elect at
least a majority of the board of directors, managers or trustees of such
Corporation provided that, for the purposes hereof, stock which carries

                                       13

<PAGE>

only the right to vote conditionally on the happening of an event shall not be
considered voting stock whether or not such event shall have happened.

                  Section 102. Compliance Certificates and Opinions.

                  Except as otherwise expressly provided in this Indenture, upon
any application or request by the Guarantor or the Company, as applicable, to
the Trustee to take any action under any provision of this Indenture, the
Guarantor or the Company, as the case may be, 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.

                  Section 103. Form of Documents Delivered to Trustee.

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

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

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

                                       14

<PAGE>

                  Section 104. Acts of Holders.

                  (a) 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
Fifteen, or a combination of such instruments and any such record. Except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments or record or both are delivered to the Trustee
and, where it is hereby expressly required, to the Guarantor or the Company, as
the case may be. 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, the Guarantor or
the Company, and any agent of the Trustee or the Company or the Guarantor, 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 1406.

                  Without limiting the generality of this Section 104, 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 Trustee may 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.

                                       15

<PAGE>

                  (b) The fact and date of the execution by any Person of any
such instrument or writing may be proved in any reasonable manner which the
Trustee deems sufficient and in accordance with such reasonable rules as the
Trustee may determine; and the Trustee may in any instance require further proof
with respect to any of the matters referred to in this Section.

                  (c) 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.

                  (d) 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 Trustee,
the Guarantor and the Company, wherever situated, if such certificate shall be
deemed by the Company, the Guarantor 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 Company,
the Guarantor and the Trustee to be satisfactory. The Trustee, the Company and
the Guarantor may assume that such ownership of any Bearer Security continues
until (1) another certificate or affidavit bearing a later date issued in
respect of the same Bearer Security is produced, or (2) such Bearer Security is
produced to the Trustee by some other Person, or (3) such Bearer Security is
surrendered in exchange for a Registered Security, or (4) such Bearer Security
is no longer Outstanding. The ownership, 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 Trustee, the Guarantor and the
Company deem sufficient.

                  (e) If the Company or the Guarantor 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.

                                       16

<PAGE>

                  (f) 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 or the Guarantor in reliance thereon,
whether or not notation of such Act is made upon such Security.

                  Section 105. Notices, etc. to Trustee, the Company and the
Guarantor.

                  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,

                  (a) the Trustee by any Holder, the Guarantor 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, Attention: Corporate Trustee Administration Department,
         or

                  (b) the Guarantor or 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 Guarantor or the Company, as applicable,
         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,
         the Guarantor or the Company, as applicable.

                  Section 106. 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,

                  (a) 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

                  (b) 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.

                                       17

<PAGE>

                  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 as shall be made with the approval of the Trustee shall constitute
a sufficient notification for every purpose hereunder.

                  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 107. 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 or the Guarantor so elects,
any published notice may be in an official language of the country of
publication.

                  Section 108. Conflict with Trust Indenture Act.

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

                                       18

<PAGE>

                  Section 109. Effect of Headings and Table of Contents.

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

                  Section 110. Successors and Assigns.

                  All covenants and agreements in this Indenture by the Company
or the Guarantor, as applicable, shall bind such party's successors and assigns,
whether so expressed or not.

                  Section 111. Separability Clause.

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

                  Section 112. Benefits of Indenture.

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

                  Section 113. Governing Law.

                  This Indenture, the Securities, any Coupons and the Guarantees
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 without regard to the conflict of laws principles
thereof.

                  Section 114. Legal Holidays.

                  Unless otherwise specified in or pursuant to this Indenture or
any Securities, in any case where any Interest Payment Date, Business Day
following any Change in Control Purchase Date or Stated Maturity or Maturity of
any Security shall be a Legal Holiday at any Place of Payment, then
(notwithstanding any other provision of this Indenture, any Security, Coupon or
Guarantee other than a provision in any Security, Coupon or Guarantee 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 no interest shall

                                       19

<PAGE>

accrue on the amount payable on such date or at such time for the period from
and after such Interest Payment Date, Business Day following any Change in
Control Purchase Date, Stated Maturity or Maturity, as the case may be, to the
next succeeding Business Day.

                  Section 115. 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.

                  Section 116. Judgment Currency.

                  Each of the Company and the Guarantor 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
Required Currency with the Judgment Currency on the New York Banking Day
preceding that 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.

                                       20

<PAGE>

                                   ARTICLE TWO

                         SECURITIES AND GUARANTEE FORMS

                  Section 201. Forms Generally.

                  Each Guarantee, 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, an
Officers' Certificate 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 Guarantee,
Security or Coupon as evidenced by their execution of such Guarantee, 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 and Guarantees
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
or the Guarantor, as the case may be, executing such Securities, Coupons or
Guarantees, as evidenced by their execution of such Securities, Coupons or
Guarantees.

                  Section 202. Guarantee by Guarantor: Form of Guarantee.

                  The Guarantor by its execution of this Indenture hereby agrees
with each Holder of a Security authenticated and delivered by the Trustee, and
with the Trustee on behalf of each such Holder, to be irrevocably and
unconditionally bound by the terms and provisions of the Guarantee set forth
below and authorizes the Chairman of the Board, the President or any Vice
President or the Treasurer of the Guarantor to execute, manually or by facsimile
signature in the name and on behalf of the Guarantor, and to confirm such
Guarantee to the Holder of each such Security by his or her execution and
delivery of each such Security, with such Guarantee endorsed thereon,
authenticated and delivered by the Trustee. When delivered pursuant to the
provisions of Section 303 hereof, the Guarantee so set forth on the Security
shall bind the Guarantor notwithstanding the fact that such Guarantee does not
bear the signature of the Guarantor.

                  Guarantees to be endorsed on the Securities shall, subject to
Section 201, be in substantially the form set forth below:

                                       21

<PAGE>

                                    GUARANTEE

For value received, Apache Corporation, a corporation organized under the laws
of the State of Delaware (herein called the "Guarantor," which term includes any
successor Person under the Indenture referred to in the Security upon which this
Guarantee is endorsed), hereby irrevocably and unconditionally guarantees to the
Holder of the Security upon which this Guarantee is endorsed and to the Trustee
on behalf of the Trustee and such Holder the due and punctual payment of the
principal of, and any premium, and interest on, and any Additional Amounts with
respect to, such Security, and any other amount due and payable pursuant to the
terms of the Indenture or payments referred to therein, if any, when and as the
same shall become due and payable, whether at the Stated Maturity, by
declaration of acceleration, call for redemption, repurchase, or otherwise,
according to the terms of such Security and of the Indenture referred to
therein. In case of the failure of Apache Finance Canada Corporation, an
unlimited liability company organized under the laws of Nova Scotia, Canada (the
"Company," which term includes any successor corporation under such Indenture),
punctually to make any such payment of principal, or any premium or interest on
or any Additional Amounts with respect to such Security, the Guarantor hereby
agrees to cause any such payment to be made punctually when and as the same
shall become due and payable, whether at the Stated Maturity or by declaration
of acceleration, call for redemption or otherwise, and as if such payment were
made by the Company.

The Guarantor hereby agrees that its obligations hereunder shall be as if it
were principal debtor and not merely surety, and shall be absolute and
unconditional, irrespective of, and shall be unaffected by, any invalidity,
irregularity or unenforceability of such Security or such Indenture, any failure
to enforce the provisions of such Security or such Indenture, or any waiver,
modification or indulgence granted to the Company with respect thereto, by the
holder of such Security or the Trustee or any other circumstance which may
otherwise constitute a legal or equitable discharge of a surety or guarantor.
The Guarantor hereby waives the benefits of division and discussion, diligence,
presentment, demand of payment, filing of claims with a court in the event of
merger, insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest or notice with respect to such
Security or the indebtedness evidenced thereby and all demands whatsoever, and
covenants that this Guarantee will not be discharged except by strict and
complete performance of the obligations contained in such Security and this
Guarantee. The Guarantor hereby agrees that, in the event of a default in
payment of principal of, or any premium or interest on, or any Additional
Amounts with respect to, such Security, or default in any sinking fund or
analogous payment referred to therein, legal proceedings may be instituted by
the Trustee on behalf of, or by, the Holder of such Security, on the terms and
conditions set forth

                                       22

<PAGE>

in the Indenture, directly against the Guarantor to enforce this Guarantee
without first proceeding against the Company.

The Guarantor shall be subrogated to all rights of the Holder of such Security
and the Trustee against the Company in respect of any amounts paid to such
Holder by the Guarantor on account of such Security pursuant to the provisions
of this Guarantee or the Indenture; provided, however, that the Guarantor shall
not be entitled to enforce, or to receive any payments arising out of or based
upon, such right of subrogation until the principal of, and any premium and
interest on, and any Additional Amounts required with respect to, all Securities
issued under such Indenture shall have been paid in full.

No reference herein to such Indenture and no provision of this Guarantee or of
such Indenture shall alter or impair the guarantee of the Guarantor, which is
absolute and unconditional, of the due and punctual payment of principal of, any
premium and interest on, and any Additional Amounts required with respect to,
the Security upon which this Guarantee is endorsed.

This Guarantee shall not be valid or obligatory for any purpose until the
certificate of authentication of the Security upon which this Guarantee is
endorsed shall have been manually executed by or on behalf of the Trustee under
such Indenture.

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

This Guarantee shall be deemed to be a contract made under the laws of the State
of New York, and for all purposes shall be governed by and construed in
accordance with the laws of the State of New York.

This Guarantee is an unsecured obligation of the Guarantor, and ranks pari passu
with all other unsubordinated indebtedness of the Guarantor.

IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly executed
under its corporate seal and dated the date of the Security upon which this
Guarantee is endorsed.

                                              Apache Corporation

                                              By: ____________________________

                                              Title: ___________________________

                                       23

<PAGE>

Attest:

__________________________

         Each Guarantee shall be dated the date of the Security upon which it is
endorsed. Reference is made to Article Sixteen for further provisions with
respect to the Guarantees.

                  Section 203. Form of Trustee's Certificate of Authentication.

                  Subject to Section 611, the Trustee's certificate of
authentication shall be in substantially the following form:

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

                                                       THE CHASE MANHATTAN BANK,
                                                       as Trustee

                                                       By
                                                             Authorized Officer

                  Section 204. 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 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 or Guarantor Order to be delivered pursuant to Section 303 or 304
with respect thereto. Subject to the provisions of Section 303 and, if
applicable, Section 304, the Trustee shall deliver and redeliver any Security in
permanent global form in the manner and upon instructions given by the Person or
Persons specified therein or in the applicable Company Order or Guarantor Order.
If a Company Order or Guarantor Order pursuant to Section 303 or 304 has been,
or simultaneously is, delivered, any instructions by the Company or the
Guarantor with respect to a

                                       24

<PAGE>

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.

                                  ARTICLE THREE

                                 THE SECURITIES

                  Section 301. Amount Unlimited; Issuable in Series.

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

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

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

                  (b) 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 or transfer of, or in
         exchange for, or in lieu of, other Securities of such series pursuant
         to Section 304, 305, 306, 905 or 1107, upon repayment on part of any
         Registered Security of such series pursuant to Article Thirteen or
         pursuant to the terms of such Securities);

                  (c) 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;

                  (d) 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 305, and (iii)
         the name of the Depository or the U.S. Depository, as the case may be,
         with respect to any global Security;

                                       25

<PAGE>

                  (e) 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);

                  (f) 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;

                  (g) 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
         such Securities is payable;

                  (h) 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;

                  (i) 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
         and notices or demands to or upon the Company or the Guarantor 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;

                  (j) 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;

                  (k) 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

                                       26

<PAGE>

         the denominations in which any of such Securities that are Bearer
         Securities shall be issuable if other than the denomination of $5,000;

                  (l) 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 502 or the method by which such portion is to be determined;

                  (m) 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;

                  (n) 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
         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;

                  (o) 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 one or more Currencies, commodities,
         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;

                  (p) any deletions from, modifications of or additions to the
         Events of Default or covenants of the Company or the Guarantor 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;

                  (q) if either or both of Section 402(2) relating to defeasance
         or Section 402(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 402(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 Four in respect of the Securities of such series;

                  (r) if 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;

                                       27

<PAGE>

                  (s) 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;

                  (t) 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;

                  (u) if a Change in Control occurs, the Change in Control
         Purchase Price; and

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

                  All Securities (and Guarantees endorsed thereon) 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, 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 telephonic or written order of
persons designated in the Officers' Certificate or supplemental indenture
(telephonic instructions to be promptly confirmed in writing by such person) 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 by the Company, 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
Resolutions of the Company and the Guarantor shall be delivered to the Trustee
at or prior to the delivery of the Officers' Certificate setting forth the terms
of such series.

                  Section 302. 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

                                       28

<PAGE>

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 303. 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,
one of its Assistant Treasurers, one of its Directors or one of its Vice
Presidents under its corporate seal reproduced thereon and attested by its
Secretary, its Treasurer or one of its Assistant Secretaries or Assistant
Treasurers. Coupons shall be executed on behalf of the Company by the Treasurer,
one of its Vice Presidents or any Assistant Treasurer 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 or did not hold such offices at
the date of such Securities or Coupons.

                  At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities, together with
any Coupons appertaining thereto, executed by the Company, with Guarantees
endorsed thereon by the Guarantor, to the Trustee for authentication and,
provided that the Board Resolutions and Officers' Certificates or supplemental
indenture or indentures with respect to such Securities referred to in Section
301 and a Company Order for the authentication and delivery of such Securities
and a Guarantor Order approving the delivery of the Guarantees endorsed thereon
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 such Securities having such Guarantees. In
authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities and any Coupons appertaining
thereto, and the Guarantees endorsed thereon, 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, and Guarantees 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, executed under the Company's
         corporate seal 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

                                       29

<PAGE>

         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, including the
         Guarantee; such Opinion of Counsel need express no opinion as to the
         availability of equitable remedies;

                  (c) Guarantees, when executed under the Guarantor's corporate
         seal and attested by duly authorized officers of the Guarantor and
         endorsed upon a Security that is authenticated and delivered by the
         Trustee and issued by the Company in the manner and subject to any
         condition specified in such Opinion of Counsel, will constitute legally
         valid and binding obligations of the Guarantor, enforceable against the
         Guarantor in accordance with its 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 to the benefits of this Indenture; such
         Opinion of Counsel need express no opinion as to the availability of
         equitable remedies;

                  (d) 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; and

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

                  (2)      Officers' Certificates of the Company and the
Guarantor stating that, in each case, 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 or the
Guarantees shall have occurred and be continuing.

                  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
Officers' Certificates 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 request by the Company that the Trustee
authenticate Securities of such series for original issue will be deemed to be a
certification by the Company and the Guarantor 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

                                       30

<PAGE>

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 Guarantee 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 202 or 611
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 306 or 307, the Trustee shall not authenticate and deliver any Bearer
Security or related Guarantee unless all Coupons appertaining thereto then
matured have been detached and canceled.

                  Section 304. Temporary Securities.

                  Pending the preparation of definitive Securities, the Company
may execute and deliver to the Trustee and, upon Company Order and Guarantor
Order, the Trustee shall authenticate and deliver, in the manner provided in
Section 303, 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
having endorsed thereon Guarantees of the Guarantor substantially of the tenor
of the definitive Guarantees, and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Securities or
Guarantees may determine, as conclusively evidenced by their execution of such
Securities or Guarantees, as the case may be. 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 with Guarantees of the Guarantor
endorsed thereon 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 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, each with a Guarantee of the
Guarantor endorsed thereon; 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

                                       31

<PAGE>

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 305. 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, having Guarantees
duly endorsed thereon.

                  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 having Guarantees duly
endorsed thereon.

                  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 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

                                       32

<PAGE>

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, the Guarantor 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, the
Guarantor 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
1002, 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 relevant
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, having
endorsed thereon Guarantees of the Guarantor, 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
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

                                       33

<PAGE>

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 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 and all Guarantees endorsed thereon shall be the valid
obligations of the Company or the Guarantor, as the case may be, evidencing the
same debt and entitling the Holders thereof to the same benefits under this
Indenture as the Securities and Guarantees endorsed thereon surrendered upon
such registration of transfer or exchange.

                                       34

<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 the selection for redemption of Securities of like tenor
and the same series under Section 1103 and ending at the close of business on
the day of such selection, or (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, or (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 306. Mutilated, Destroyed, Lost and Stolen Securities.

                  If any mutilated Security or a Security with a mutilated
Coupon appertaining to it is surrendered to the Trustee, subject to the
provisions of this Section 306, 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, having endorsed thereon
the Guarantee of the Guarantor 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, the Guarantor 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, the Guarantor or the Trustee that such
Security or Coupon has been acquired by a bona fide purchaser, the Company shall
execute and, upon Company 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 having endorsed thereon the Guarantee of the Guarantor and bearing a
number not contemporaneously outstanding, with Coupons

                                       35

<PAGE>

corresponding to the Coupons, if any, appertaining to such destroyed, lost or
stolen Security or to the Security to which such destroyed, lost or stolen
Coupon appertains.

                  Notwithstanding the foregoing provisions of this Section 306,
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 principal of, any premium or interest on or any Additional Amounts
with respect to any Bearer Securities shall, except as otherwise provided in
Section 1002, 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, 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, and
the Guarantee of the Guarantor endorsed thereon, issued pursuant to this Section
in lieu of any destroyed, lost or stolen Security, or in exchange for a Security
to which a destroyed, lost or stolen Coupon appertains shall constitute a
separate obligation of the Company and the Guarantor, respectively, 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
and related Guarantees duly issued hereunder.

                  The provisions of this Section, 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 307. 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, in case a Bearer Security is
surrendered in exchange for a Registered Security after the close of business at
an Office or Agency for such Security on any Regular Record Date therefor and
before the opening of business at such Office or Agency on the next succeeding
Interest Payment Date therefor, such

                                       36

<PAGE>

Bearer Security shall be surrendered without the Coupon relating to such
Interest Payment Date and interest shall not be payable on such Interest Payment
Date 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.

                  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 or the Guarantor,
at its election in each case, as provided in Clause (1) or (2) below:

         (1)      The Company or the Guarantor 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 registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest, which shall be
fixed in the following manner. The Company or the Guarantor shall notify the
Trustee in writing of the amount of Defaulted Interest proposed to be paid on
such Registered Security and the date of the proposed payment, and at the same
time the Company or the Guarantor, as the case may be, 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. Thereupon, the
Trustee shall fix a Special Record Date for the payment of such Defaulted
Interest which shall be not more than 15 days and not less than 10 days prior to
the date of the proposed payment and not less than 10 days after the receipt by
the Trustee of the notice of the proposed payment. The Trustee shall promptly
notify the Company of such Special Record Date and, in the name and at the
expense of the Company shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to be mailed,
first-class postage prepaid, to 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
may, in its discretion, in the name and at the expense of the Company cause a
similar notice to be published at least once in an Authorized Newspaper 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). In case a Bearer Security is surrendered at the Office
or Agency for such Security in exchange for a Registered Security after the
close of business at such Office or Agency on any Special Record Date and before
the opening of business at such Office or Agency on the related proposed date
for payment of Defaulted Interest, such Bearer Security shall be surrendered
without the Coupon relating to such Defaulted Interest and Defaulted Interest
shall not be payable on such proposed date of payment 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.

                                       37

<PAGE>

         (2)      The Company or the Guarantor 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 or the Guarantor 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, 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 305, each Security delivered under this Indenture upon registration of
transfer of or in exchange for or in lieu of any other Security shall carry the
rights to interest accrued and unpaid, and to accrue, which were carried by such
other Security.

                  Section 308. Persons Deemed Owners.

                  Prior to due presentment of a Registered Security for
registration of transfer, the Company, the Guarantor, the Trustee and any agent
of the Company, the Guarantor 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 305 and 307) 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 neither the Company, the Guarantor nor the Trustee or any
agent of the Company, the Guarantor or the Trustee shall be affected by notice
to the contrary.

                  The Company, the Guarantor, the Trustee and any agent of the
Company, the Guarantor 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 neither the Company, the Guarantor
nor the Trustee or any agent of the Company, the Guarantor 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 Guarantor, the Trustee, and any agent of the Company, the Guarantor
or the Trustee as the owner of such global Security for all purposes whatsoever.
None of the Company, the Guarantor, 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

                                       38

<PAGE>

beneficial ownership interests of a global Security or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.

                  Section 309. Cancellation.

                  All Securities and Coupons surrendered for payment,
redemption, registration of transfer or exchange 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 canceled promptly by the Trustee.
The Company or the Guarantor may at any time deliver to the Trustee for
cancellation any Securities or Coupons previously authenticated and delivered
hereunder which the Company or the Guarantor may have acquired in any manner
whatsoever, and all Securities or Coupons so delivered shall be canceled
promptly by the Trustee. No Securities or Coupons shall be authenticated in lieu
of or in exchange for any Securities canceled as provided in this Section,
except as expressly permitted by or pursuant to this Indenture. All canceled
Securities and Coupons held by the Trustee shall be destroyed by the Trustee,
unless by a Company Order or Guarantor Order, the Company or the Guarantor
directs their return to it.

                  Section 310. 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.

                                  ARTICLE FOUR

                     SATISFACTION AND DISCHARGE OF INDENTURE

                  Section 401. Satisfaction and Discharge.

                  Upon the direction of the Company by a Company Order or the
Guarantor by a Guarantor Order, this Indenture shall cease to be of further
effect with respect to any series of Securities specified in such Company Order
or Guarantor Order and any Coupons appertaining thereto, and the Trustee, on
receipt of a Company Order or Guarantor Order, at the expense of the Company and
the Guarantor, 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 305, (ii) Securities and Coupons of
         such series which have been destroyed, lost or

                                       39

<PAGE>

         stolen and which have been replaced or paid as provided in Section 306,
         (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 1107, and (iv)
         Securities and Coupons of such series for whose payment money in the
         applicable Currency has theretofore been deposited in trust or
         segregated and held in trust by the Company or the Guarantor and
         thereafter repaid to the Company or the Guarantor or discharged from
         such trust, as provided in Section 1003) have been delivered to the
         Trustee for cancellation; or

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

                           (i)      have become due and payable, or

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

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

         and the Company or the Guarantor, 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 or the Guarantor, as the case may be, 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 or the Guarantor, as the case may be, 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.

                                       40

<PAGE>

                  Notwithstanding the satisfaction and discharge of this
Indenture with respect to any series of Securities, the obligations of the
Company and the Guarantor to the Trustee under Section 606 and, if money shall
have been deposited with the Trustee pursuant to subclause (b) of clause (1) of
this Section, the obligations of the Trustee, the Guarantor and the Company with
respect to the Securities of such series under Sections 305, 306, 403, 1002 and
1003, with respect to the payment of Additional Amounts, if any, with respect to
such Securities as contemplated by Section 1004 (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 401(1)(b)),
shall survive.

                  Section 402. Defeasance and Covenant Defeasance.

                  (1)      Unless, pursuant to Section 301, either or both of
(i) defeasance of the Securities of or within a series under clause (2) of this
Section 402, or (ii) covenant defeasance of the Securities of or within a series
under clause (3) of this Section 402 shall not be applicable with respect to the
Securities of such series, then such provisions, together with the other
provisions of this Section 402 (with such modifications thereto as may be
specified pursuant to Section 301 with respect to any Securities), shall be
applicable to such Securities and any Coupons appertaining thereto, and the
Company may at its option by Board Resolution or Officers' Certificate, at any
time, with respect to such Securities and any Coupons appertaining thereto,
elect to have Section 402(2) or Section 402(3) be applied to such Outstanding
Securities and any Coupons appertaining thereto upon compliance with the
conditions set forth below in this Section 402.

                  (2)      Upon the Company's exercise of the above option
applicable to this Section 402(2) with respect to any Securities of or within a
series, the Company and the Guarantor shall be deemed to have been discharged
from their respective obligations with respect to such Outstanding Securities
and any Coupons appertaining thereto, and with respect to the Guarantees
endorsed thereon, on the date the conditions set forth in clause (4) of this
Section 402 are satisfied (hereinafter, "defeasance"). For this purpose, such
defeasance means that the Company and the Guarantor shall be deemed to have paid
and discharged the entire Indebtedness represented by such Outstanding
Securities and any Coupons appertaining thereto, and such corresponding
Guarantees, which shall thereafter be deemed to be "Outstanding" only for the
purposes of clause (5) of this Section 402 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
Guarantees and Coupons appertaining thereto to receive, solely from the trust
fund described in clause (4) of this Section 402 and as more fully set forth in
such Section, payments in respect of the principal of (and premium, if any) and
interest, if any, on, and Additional Amounts, if any, with respect to, such
Securities and any Coupons appertaining thereto when such payments are due, (ii)
the obligations of the Company and the Trustee with respect to such Securities
under Sections 305, 306, 1002 and 1003, with respect to the payment of
Additional Amounts, if any, on such Securities as contemplated by Section 1004
(but only to the extent that the

                                       41

<PAGE>

Additional Amounts payable with respect to such Securities exceed the amount
deposited in respect of such Additional Amounts pursuant to Section 401(4)(a)
below), and any obligations of the Guarantor relating to a surviving obligation
of the Company, (iii) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and (iv) this Section 402. The Company may exercise its option
under this Section 402(2) notwithstanding the prior exercise of its option under
clause (3) of this Section 402 with respect to such Securities and any Coupons
appertaining thereto.

                  (3)      Upon the Company's exercise of the above option
applicable to this Section 402(3) with respect to any Securities of or within a
series, the Company and the Guarantor shall be released from their respective
obligations under Sections 1005 and 1006, and, to the extent specified pursuant
to Section 301, any other covenant applicable to such Securities or the
Guarantees endorsed thereon, 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 402 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
defeasance means that, with respect to such Outstanding Securities and any
Coupons appertaining thereto and the Guarantees endorsed thereon, the Company
and the Guarantor may omit to comply with, and shall have no liability in
respect of, any term, condition or limitation set forth in any such Section or
such other covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such Section or such other covenant or by reason of
reference in any such Section or such other covenant to any other provision
herein or in any other document and such omission to comply shall not constitute
a default or an Event of Default under Section 501(3) or 501(4) or otherwise, as
the case may be, but, except as specified above, the remainder of this Indenture
and such Securities and Coupons appertaining thereto and the Guarantees endorsed
thereon shall be unaffected thereby.

                  (4)      The following shall be the conditions to application
of clause (2) or (3) of this Section 402 to any Outstanding Securities of or
within a series and any Coupons appertaining thereto and the Guarantees endorsed
thereon:

                  (a)      The Company or the Guarantor shall irrevocably have
         deposited or caused to be deposited with the Trustee (or another
         trustee satisfying the requirements of Section 607 who shall agree to
         comply with the provisions of this Section 402 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

                                       42

<PAGE>

                           (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, the principal of (and premium, if any)
                  and interest, if any, on such Outstanding Securities and any
                  Coupons appertaining thereto on the Stated Maturity of such
                  principal or installment of principal or interest on the day
                  on which such payments are due and payable in accordance with
                  the terms of this Indenture and of such Securities and any
                  Coupons appertaining thereto.

                  (b)      Such defeasance or covenant defeasance shall not
         result in a breach or violation of, or constitute a default under, this
         Indenture or any other material agreement or instrument to which the
         Company or the Guarantor is a party or by which either of them 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
         91st day after the date of such deposit (it being understood that this
         condition shall not be deemed satisfied until the expiration of such
         period).

                  (d)      In the case of an election under clause (2) of this
         Section 402, the Company or the Guarantor shall have delivered to the
         Trustee an Opinion of Counsel stating that (i) the Company or the
         Guarantor 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.

                                       43

<PAGE>

                  (e)      In the case of an election under clause (3) of this
         Section 402, the Company and the Guarantor 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 and the Guarantor 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 402 (as the case may
         be) have been complied with.

                  (g)      Notwithstanding any other provisions of this Section
         402(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 or the Guarantor in
         connection therewith pursuant to Section 301.

                  (5) Subject to the provisions of the last paragraph of Section
1003, all money and Government Obligations (or other property as may be provided
pursuant to Section 301) (including the proceeds thereof) deposited with the
Trustee (or other qualifying trustee, collectively for purposes of this Section
402(5) and Section 403, the "Trustee") pursuant to clause (4) of Section 402 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
need not be segregated from other funds except to the extent required by law.

                  Unless otherwise specified in or pursuant to this Indenture or
any Security, if, after a deposit referred to in Section 402(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 301 or the terms of such
Security to receive payment in a Currency other than that in which the deposit
pursuant to Section 402(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 402(4)(a) has been made, the indebtedness
represented by such Security and any Coupons appertaining thereto and the
Guarantees endorsed thereon 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

                                       44

<PAGE>

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 and the Guarantor shall pay and indemnify the
Trustee against any tax, fee or other charge, imposed on or assessed against the
Government Obligations deposited pursuant to this Section 402 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 402 to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon Company
Request, or the Guarantor, as the case may be, upon Guarantor's Request, any
money or Government Obligations (or other property and any proceeds therefrom)
held by it as provided in clause (4) of this Section 402 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 402.

                  Section 403. Application of Trust Money.

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

                  Section 404. Reinstatement.

                  If the Trustee or the Paying Agent is unable to apply any
money in accordance with this Article with respect to any Securities by reason
of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the obligations
under this Indenture, such Securities and the related Guarantees from which the
Company or the Guarantor, as the case may be, has been discharged or released
pursuant to this Article shall be revived and reinstated as though no deposit
has occurred pursuant to this Article with respect to such Securities and the
related Guarantees, until such time as the Trustee or Paying Agent is permitted
to apply all money held in trust pursuant to this Article with respect to such
Securities in accordance with this Article; provided, however, that if the
Company or the Guarantor makes any payment of principal of or any premium or
interest on any such Security or the related Guarantee following reinstatement
of

                                       45

<PAGE>

its obligations, the Company or the Guarantor, as the case may be, shall be
subrogated to the rights (if any) of the Holders of such Securities to receive
such payment from the money so held in trust.

                                  ARTICLE FIVE

                                    REMEDIES

                  Section 501. Events of Default.

                  "Event of Default", wherever used herein with respect to
Securities of any series, means any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body), 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)      failure to pay any interest on or any Additional
Amounts payable in respect of any Security of such series 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)      failure to pay the principal of or any premium on any
Security of such series when it becomes due and payable at either its Maturity
or, if applicable, at 12:00 noon, New York, New York time, on the Business Day
following the Change in Control Purchase Date; or

                  (3)      failure to perform or the breach of any covenant or
warranty of the Company or the Guarantor 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 failure or breach
for a period of 60 days after there has been given, by registered or certified
mail, to the Company and the Guarantor by the Trustee or to the Company, the
Guarantor 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
failure or breach and requiring it to be remedied and stating that such notice
is a "Notice of Default" hereunder; or

                  (4)      if any event of default as defined in any mortgage,
indenture or instrument under which there may be issued, or by which there may
be secured or evidenced, any Indebtedness (other than Indebtedness constituting
Limited Recourse Indebtedness) of the Company, the Guarantor or any other
Subsidiary, whether such Indebtedness now exists or shall hereafter be created,
shall happen and shall result in Indebtedness of the Company, the Guarantor or
any other Subsidiary in excess of $25,000,000 aggregate principal amount
becoming or being declared due and payable prior to the date on which such
Indebtedness would otherwise become due and payable, and such acceleration shall
not be rescinded or annulled, or such Indebtedness shall not have been
discharged,

                                       46

<PAGE>

within a period of 30 days after there shall have been given, by registered or
certified mail, to the Company and the Guarantor by the Trustee or to the
Trustee, the Guarantor and the Company by the Holders of at least 25% in
principal amount of the Outstanding Securities of such series, a written notice
specifying such event of default and requiring the Company or the Guarantor to
cause such acceleration to be rescinded or annulled or to cause such
Indebtedness to be discharged and stating that such notice is a "Notice of
Default" hereunder; or

                  (5)      the Company, the Guarantor or any other Subsidiary
shall fail within 60 days to pay, bond or otherwise discharge any judgment,
court order or uninsured monetary damage award in excess of $25,000,000
aggregate principal amount, which is not stayed on appeal or is not otherwise
being appropriately contested in good faith; or

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

                  (a)      a decree or order for relief in respect of the
         Company, the Guarantor or any other Subsidiary 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, the
         Guarantor or any other Subsidiary to be insolvent, or approving a
         petition seeking reorganization, arrangement, adjustment or composition
         of the Company, the Guarantor or any other Subsidiary 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, the Guarantor or any other Subsidiary or of
         any substantial part of the property of the Company, the Guarantor or
         any other Subsidiary, as the case may be, or ordering the winding up or
         liquidation of the affairs of the Company, the Guarantor or any other
         Subsidiary; or

                  (7)      the commencement by the Company, the Guarantor or any
other Subsidiary 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, the Guarantor
or any other Subsidiary 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, the Guarantor or any other
Subsidiary of a petition or answer or consent seeking reorganization or relief
under any applicable law, or the consent by the Company, the Guarantor or any
other Subsidiary 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, the Guarantor or any other Subsidiary or any
substantial part of the property of the Company, the Guarantor or any other
Subsidiary or the making by the Company, the Guarantor or any other Subsidiary
of an assignment for the benefit of creditors, or the taking of corporate action
by the Company, the Guarantor or any other Subsidiary in furtherance of any such
action; or

                                       47

<PAGE>

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

                  Section 502. 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 specified in
clause (6) or (7) of Section 501) 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 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 the Guarantor (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 specified in clause (6) or (7) of
Section 501 occurs, all unpaid principal of and accrued interest on 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 Securities of any series have been
accelerated 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 Trustee, the Guarantor and
the Company, may rescind and annul such declaration and its consequences if

                  (1)      the Company or the Guarantor 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

                                       48

<PAGE>

                  (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 606; 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 513.

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

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

                  The Company covenants that if

                  (1)      there is a failure to pay 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)      there is a failure to pay the principal of or any
premium on any Security at its 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 606.

                  If the Company or the Guarantor 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 the Guarantor or any
other obligor upon such Securities and any Coupons appertaining thereto or the
Guarantees endorsed thereon and collect the monies adjudged or decreed to be
payable in the manner provided by law out of the property of the Company, the
Guarantor or any other obligor upon such Securities and any Coupons appertaining
thereto or the Guarantees endorsed thereon, wherever situated.

                                       49

<PAGE>

                  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 504. Trustee May File Proofs of Claim.

                  In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Company, the Guarantor or any other
obligor upon the Securities or the Guarantees endorsed thereon or the property
of the Company, the Guarantor 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 or
the Guarantor for the payment of any overdue principal, premium, interest or
Additional Amounts) shall be entitled and empowered, by intervention in such
proceeding or otherwise,

                  (1)      to file and prove a claim for the whole amount, or
         such lesser amount as may be provided for in the Securities of such
         series, of 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 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 606.

                  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; provided, however,
that the Trustee may, on behalf

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<PAGE>

of the Holders, vote for the election of a trustee in bankruptcy or similar
official and be a member of a creditors' committee or other similar committee.

                  Section 505. Trustee May Enforce Claims without Possession of
                               Securities, Guarantees or Coupons.

                  All rights of action and claims under this Indenture or any of
the Securities, the Guarantees or any Coupons may be prosecuted and enforced by
the Trustee without the possession of any of the Securities, Guarantees 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 a Security or Coupon in respect of which such judgment has
been recovered.

                  Section 506. Application of Money Collected.

                  Any money collected by the Trustee pursuant to this Article
shall be applied in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such money on account of principal,
or any premium, 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 606;

                  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;

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

                  Section 507. 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, the Guarantees, the Securities of
any series or any Coupons appertaining thereto, or for the appointment of a
receiver or trustee, or for any other remedy hereunder, unless

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<PAGE>

                  (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
         reasonable indemnity against the costs, expenses and liabilities to be
         incurred in compliance with such request;

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

                  (5)      no direction inconsistent with such written request
         has been given to the Trustee during such 60-day period by the Holders
         of a majority in principal amount of the Outstanding Securities of 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 or Guarantee 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 508. 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 305 and 307) interest on, and any Additional Amounts with respect to
such Security or payment of such Coupon or payment pursuant to the Guarantee
endorsed on such Security, as the case may be, on the respective Stated Maturity
or Maturities therefor specified in such Security or Coupon (or, in the 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, or in the case of a Change in Control, or as to any Change in
Control Purchase Notice given timely, on the Change in Control Purchase Date)
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 509. 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

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<PAGE>

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 Guarantor, 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 510. Rights and Remedies Cumulative.

                  Except as otherwise provided with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities or Coupons in the
last paragraph of Section 306, no right or remedy herein conferred upon or
reserved to the Trustee or to 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 511. Delay or Omission not Waiver.

                  No delay or omission of the Trustee or of any Holder of any
Security or Coupon to exercise any right or remedy accruing upon any Event of
Default shall impair any such right or remedy or constitute a waiver of any such
Event of Default or an acquiescence therein. Every right and remedy given by
this Article or by law to the Trustee or to 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 512. Control by Holders of Securities.

                  Subject to Section 601(e), 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 any series,

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

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<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 513. 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 or prospective 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 Nine cannot be modified or amended without the consent of
         the Holder of each Outstanding Security of such series affected.

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

                  Section 514. Waiver of Stay or Extension Laws.

                  Each of the Company and the Guarantor 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 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
each of the Company and the Guarantor 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 515. Undertaking for Costs

                  All parties to this Indenture agree, and each Holder of any
Security by his acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Trustee for any
action taken or omitted by it as Trustee, the filing by any party litigant in
such suit of any undertaking to pay the costs of such suit, and that such court
may in its discretion assess reasonable costs, including reasonable attorneys'
fees, against any party litigant in such suit having due regard to the merits
and

                                       54

<PAGE>

good faith of the claims or defenses made by such party litigant; but the
provisions of this Section 515 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 the Redemption Date, in the case of repayment, on or
after the date for repayment and, in the case of Change of Control, on or after
the date for payment of the Change of Control Purchase Price).

                                   ARTICLE SIX

                                   THE TRUSTEE

                  Section 601. Certain Rights of Trustee.

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

                  (a)      the Trustee may rely and shall be protected in acting
         or refraining from acting upon any resolution, certificate, statement,
         instrument, opinion, report, notice, request, 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;

                  (b)      any request or direction of the Company or the
         Guarantor mentioned herein shall be sufficiently evidenced by a Company
         Request or a Company Order or Guarantor Request or Guarantor Order, as
         the case may be (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 303 which shall be
         sufficiently evidenced as provided therein), and any resolution of the
         Board of Directors may be sufficiently evidenced by a Board Resolution
         of the Company or the Guarantor, as the case may be;

                  (c)      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, rely upon a Company's
         Officers' Certificate or, if such matter pertaining to the Guarantor, a
         Guarantor's Officers' Certificate;

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

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<PAGE>

                  (e)      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 reasonable security or indemnity against the costs, expenses
         and liabilities which might be incurred by it in compliance with such
         request or direction;

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

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

                  (h)      the Trustee shall not be charged with knowledge of
         any default (as defined in Section 602) or Event of Default with
         respect to the Securities of any series for which it is acting as
         Trustee unless either (1) a Responsible Officer of the Trustee assigned
         to the Corporate Trust Department of the Trustee (or any successor
         division or department of the Trustee) shall have actual knowledge of
         such default or Event of Default or (2) written notice of such default
         or Event of Default shall have been given to the Trustee by the
         Company, the Guarantor or any other obligor on such Securities or by
         any Holder of such Securities; and

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

                  Section 602. 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 703(3), notice of such default hereunder known to the Trustee, unless
such default shall have been cured or waived; provided, however, that, except in
the case of a default in the payment of the principal of (or premium, if any),
or interest, if any, on, or Additional Amounts 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 faith determine
that the

                                       56

<PAGE>

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

                  Section 603. 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 the Guarantor, 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 appertaining thereto or the
Guarantees, 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 and Qualification 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 604. 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, the
Company or the Guarantor, 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 and the
Guarantor with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other Person.

                  Section 605. Money Held in Trust.

                  Except as provided in Section 403 and Section 1003, 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 in writing with the Company or the Guarantor, as the case may
be.

                  Section 606. Compensation and Reimbursement.

                  Each of the Company and the Guarantor, jointly and severally,
agrees:

                                       57

<PAGE>

                  (a)      to pay to the Trustee from time to time reasonable
         compensation 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);

                  (b)      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 (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

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

                  As security for the performance of the obligations of the
Company under this Section, the Trustee shall have a lien prior to the
Securities of any series upon all property and funds held or collected by the
Trustee as such, except funds held in trust for the payment of principal of, and
premium or interest on or any Additional Amounts with respect to particular
Securities or any Coupons appertaining thereto.

                  Any compensation or expense incurred by the Trustee after a
default specified by Section 501 is intended to constitute an expense of
administration under any then applicable bankruptcy or insolvency law. "Trustee"
for purposes of this Section 606 shall include any predecessor Trustee but the
negligence or bad faith of any Trustee shall not affect the rights of any other
Trustee under this Section 606.

                  The Company's obligations under this Section 606 and any lien
hereunder shall survive the resignation or removal of any Trustee, the discharge
of the Company's obligations pursuant to Article Four of this Indenture and the
termination of this Indenture.

                  Section 607. Corporate Trustee Required; Eligibility.

                  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, 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 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.

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<PAGE>

                  Section 608. Resignation and Removal; Appointment of
         Successor.

                  (a)      No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee pursuant
to Section 609.

                  (b)      The Trustee may resign at any time with respect to
the Securities of one or more series by giving written notice thereof to the
Company and the Guarantor. If the instrument of acceptance by a successor
Trustee required by Section 609 shall not have been delivered to the Trustee
within 30 days after the giving of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of
a successor Trustee with respect to the Securities of such series.

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

                  (d)      If at any time:

                  (i)      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, the Guarantor 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

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

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

then, in any such case, (A) the Company, by or pursuant to a Board Resolution,
may remove the Trustee with respect to all Securities or the Securities of such
series, or (B) 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.

                  (e)      If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, with respect to the Securities of one or more series, the Company, by
or pursuant to a Board Resolution, shall promptly appoint a successor Trustee

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<PAGE>

or Trustees with respect to the Securities of that or those series (it being
understood that any such successor Trustee may be appointed with respect to the
Securities of one or more or all of such series and that at any time there shall
be only one Trustee with respect to the Securities of any particular series) and
shall comply with the applicable requirements of Section 609. If, within one
year after such resignation, removal or incapability, or the occurrence of such
vacancy, a successor Trustee with respect to the Securities of any series shall
be appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
609, 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 609, 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.

                  (f)      The Company shall give notice of each resignation and
each removal of the Trustee with respect to the Securities of any series and
each appointment of a successor Trustee with respect to the Securities of any
series 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.

                  Section 609. Acceptance of Appointment by Successor.

                  (a)      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, the Guarantor 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, the Guarantor 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 1003, 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 606.

                  (b)      Upon the appointment hereunder of any successor
Trustee with respect to the Securities of one or more (but not all) series, the
Company, the Guarantor, the retiring Trustee and such successor Trustee shall
execute and deliver an indenture supplemental hereto wherein each

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<PAGE>

successor Trustee shall accept such appointment and which (1) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, 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, the
Guarantor, 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 relates and subject to Section 1003 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 606.

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

                  (d)      No 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 610. Merger, Conversion, Consolidation or Succession
                               to Business.

                  Any Corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any Corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any Corporation succeeding to all or substantially all of the
corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder, without the

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execution or filing of any paper or any further act on the part of any of the
parties hereto. In case any Securities shall have been authenticated but not
delivered by the Trustee then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee may adopt such authentication and
deliver the Securities so authenticated with the same effect as if such
successor Trustee had itself authenticated such Securities.

                  Section 611. 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 306,
and Securities so authenticated shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if authenticated
by the Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent.

                  Each Authenticating Agent shall be acceptable to the Company
and the Guarantor 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, the Company and the Guarantor. The
Trustee may at any time terminate the agency of an Authenticating Agent by
giving written notice thereof to such Authenticating Agent, the Company and the
Guarantor. 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

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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 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. If the
Trustee makes such payments, it shall be entitled to be reimbursed for such
payments, subject to the provisions of Section 606.

                  The provisions of Sections 308, 603 and 604 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 CHASE MANHATTAN BANK,
                                                      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.

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                                  ARTICLE SEVEN

           HOLDERS LISTS AND REPORTS BY TRUSTEE, COMPANY AND GUARANTOR

                  Section 701. Company and Guarantor to Furnish Trustee Names
                               and Addresses of Holders.

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

                  (a)      semi-annually with respect to Securities of each
         series not later than March 15 and September 15 of the year or upon
         such other dates as are set forth in or pursuant to the Board
         Resolution, Officers' Certificate 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

                  (b)      at such other times as the Trustee may request in
         writing, within 30 days after the receipt by the Company or the
         Guarantor 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 702. 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 Trustee, the Guarantor and the Company that
none of the Company, the Trustee, the Guarantor, any agent of any of them 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 703. Reports by Trustee.

                  (a)      Within 60 days after September 15 of each year
commencing with the first September 15 following the first issuance of
Securities pursuant to Section 301, 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 September 15 with respect
to any of the events specified

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<PAGE>

in said Section 313(a) which may have occurred since the later of the
immediately preceding September 15 and the date of this Indenture.

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

                  (c)      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.

                  Section 704. Reports by Company and Guarantor.

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

                  (a)      file with the Trustee, within 15 days after the
Company and the Guarantor are 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 or the
Guarantor may be required to file with the Commission pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934; or, if the Company or the
Guarantor is not required to file information, documents or reports pursuant to
either of said Sections, then they 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 of 1934 in respect of a security listed and registered
on a national securities exchange as may be prescribed from time to time in such
rules and regulations;

                  (b)      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 and the Guarantor, with the conditions and covenants
of this Indenture as may be required from time to time by such rules and
regulations; and

                  (c)      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 and the Guarantor pursuant to paragraphs (a)
and (b) of this Section as may be required by rules and regulations prescribed
from time to time by the Commission.

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<PAGE>

                                  ARTICLE EIGHT

                         CONSOLIDATION, MERGER AND SALES

                  Section 801. Guarantor May Consolidate, Etc., Only on Certain
                               Terms.

                  Nothing contained in this Indenture or in any of the
Securities shall prevent any consolidation or merger of the Guarantor with or
into any other Person or Persons (whether or not affiliated with the Guarantor),
or successive consolidations or mergers in which the Guarantor or their
successor or successors shall be a party or parties, or shall prevent any
conveyance, transfer or lease of the property of the Guarantor as an entirety or
substantially as an entirety, to any other Person (whether or not affiliated
with the Guarantor); provided, however, that:

                  (a) in case the Guarantor 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 Guarantor is merged or the Person which
acquires by conveyance or transfer, or which leases, the properties and assets
of the Guarantor as an entirety or substantially as an entirety shall be a
Corporation organized and validly existing under the laws of the United States
of America, any state thereof or the District of Columbia 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 performance of every
obligation of the Guarantor in this Indenture and the Guarantees on the part of
the Guarantor to be performed or observed;

                  (b) immediately after giving effect to 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, including any
default pursuant to the Holder's Change of Control Purchase Option set forth in
Article Fifteen; and

                  (c) either the Guarantor 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.

                  Section 802. Company May Consolidate, etc., Only on Certain
                               Terms.

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

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<PAGE>

                  (1) any Person formed by such consolidation or into which the
Company is merged or to whom the Company has conveyed, transferred or leased its
properties and assets as an entirety or substantially as an entirety (a
"Successor") is a Person organized and validly existing under the laws of the
jurisdiction of organization of such Person, and expressly assumes by an
indenture supplemental hereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, the due and punctual payment of the principal of
and any premium and interest on and any Additional Amounts with respect to all
the Securities of the Company and the performance or observance of every
covenant of this Indenture on the part of the Company to be performed or
observed;

                  (2) immediately after giving effect to such transaction, no
Event of Default, and no event which, after notice or lapse of time or both,
would become an Event of Default, shall have occurred and be continuing;

                  (3) any such Person shall expressly agree, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form satisfactory
to the Trustee, (i) to immediately indemnify (pursuant to the indemnification
procedure described in Section 805) the Holder of each Security against (A) any
tax, assessment or governmental charge imposed on such Holder or required to be
withheld or deducted from any payment to such Holder (including any governmental
charge or withholding attributable to such Person's indemnifying such Holder) as
a consequence of such consolidation, merger, conveyance, transfer or lease, and
(B) any other tax costs or other tax expenses of the act of such consolidation,
merger, conveyance, transfer or lease (except that if the Company or any such
Person delivers by the date of any such transaction an opinion of an independent
counsel or a tax consultant of recognized standing that the Holders will not
recognize income, gain or loss for U.S. federal income tax purposes as a result
of such transaction, a Holder will have such rights to indemnification only if
and when gain for U.S. federal income tax purposes is actually recognized by
such Holders) and (ii) that all payments pursuant to the Securities in respect
of the principal of and any premium and interest on such Securities, as the case
may be, shall be made without withholding or deduction for, or on account of,
any present or future taxes, duties, assessments or governmental charges of
whatever nature imposed or levied by or on behalf of the jurisdiction of
organization of such Person or any political subdivision or taxing authority
thereof or therein, unless such taxes, duties, assessments or governmental
charges are required by such jurisdiction or any such subdivision or authority
to be withheld or deducted, in which case such Person will pay by way of
additional interest such additional amounts of or in respect of, principal and
any premium and interest ("Successor Additional Amounts") as will result (after
deduction of 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 of the amounts which would
have been payable pursuant to the Securities had no such withholding or
deduction been required, except that no Successor Additional Amounts shall be so
payable for or on account of:

                           (A) any tax, duty, levy, assessment or other
         governmental charge which would not have been imposed but for the fact
         that such Holder: (i) was a resident, domiciliary or national of, or
         engaged in business or maintained a permanent establishment or was
         physically present in, the jurisdiction of organization of such
         Successor or any of its territories or any political subdivision

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<PAGE>

         thereof or otherwise had some connection with such jurisdiction other
         than the mere ownership of, or receipt of payment under, such Security;
         (ii) presented (if presentation is required) such Security for payment
         in such jurisdiction or any of its territories or any political
         subdivision thereof, unless such Security could not have been presented
         for payment elsewhere; or (iii) presented (if presentation is required)
         such Security more than thirty (30) days after the date on which the
         payment in respect of such Security first became due and payable or
         provided for, whichever is later, except to the extent that the Holder
         would have been entitled to such Successor Additional Amounts if it had
         presented such Security for payment on any day within such period of
         thirty (30) days;

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

                           (C) any tax, assessment or other governmental charge
         which is payable otherwise than by withholding or deduction from
         payments of (or in respect of) principal of or any premium or interest
         on, such Securities;

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

                           (E) any combination of items (A), (B), (C) and (D);

nor shall Successor Additional Amounts be paid with respect to any payment of
the principal of or any premium or interest on any such Security to any Holder
who is a fiduciary or partnership or other than the sole beneficial owner of
such payment to the extent such payment would be required by the laws of the
jurisdiction of organization of such Person (or any political subdivision or
taxing authority thereof or therein) to be included in the income for tax
purposes of a beneficiary or settlor with respect to such fiduciary or a member
of such partnership or a beneficial owner who would not have been entitled to
such Successor Additional Amounts had it been the Holder of the Security; and

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

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<PAGE>

         (b)      The Company may assign its obligations under any series of
Securities to any other Subsidiary (the "Subsidiary Assignee") and such
Subsidiary Assignee shall be treated as the Successor to the Company with
respect to such series of Securities, provided that the conditions set forth in
Section 802(a) that would apply to the merger of the Company into such
Subsidiary Assignee are satisfied.

                  Section 803. Successor Person Substituted for Company or
                               Guarantor.

                  Upon any consolidation by the Company or the Guarantor with or
merger of the Company or the Guarantor into any other Person or any conveyance,
transfer or lease of the properties and assets of the Company or the Guarantor,
as the case may be, as an entirety or substantially as an entirety to any Person
in accordance with Sections 801 or 802, the successor Person formed by such
consolidation or into which the Company or the Guarantor, as the case may be, 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
or the Guarantor, as the case may be, under this Indenture with the same effect
as if such successor Person had been named as the Company or the Guarantor, as
the case may be, 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, the Guarantees and the Coupons.

                  Section 804. Assumption by the Guarantor of the Company's
                               Obligations.

         (a) The Guarantor may, at its option, assume the obligations of the
Company as obligor under any series of Securities and this Indenture; provided
that:

                  (i) the Guarantor expressly assumes in an assumption agreement
or supplemental indenture hereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, the due and punctual payment of the principal of
and any premium and interest on such Securities and the performance or
observance of every covenant of this Indenture on the part of the Company to be
performed or observed (including any obligation to pay any Additional Amounts);

                  (ii) immediately after giving effect to such assumption, no
Event of Default and no event, which after notice or lapse of time or both,
would become an Event of Default, shall have occurred and be continuing; and

                  (iii) the Guarantor shall expressly agree in an assumption
agreement or supplemental indenture hereto, executed and delivered to the
Trustee, in form satisfactory to the Trustee, to immediately indemnify (pursuant
to the indemnification procedure described in Section 805) the Holder of each
Security against (i) any tax, assessment or governmental charge imposed on such
Holder or required to be withheld or deducted from any payment to such Holder
(including any governmental charge or withholding tax attributable to the
Guarantor indemnifying such Holder) as a consequence of such assumption and (ii)
any costs or expenses of such assumption (except that if the

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<PAGE>

Guarantor delivers to the Trustee an opinion of an independent counsel or a tax
consultant of recognized standing that the Holders will not recognize income,
gain or loss for U.S. federal income tax purposes as a result of such assumption
by the date of such assumption, a Holder will have indemnification rights
pursuant to the indemnification procedure described in Section 805 only if and
when gain for U.S. federal income tax purposes is actually recognized by such
Holder); and

                  (iv) the Guarantor shall have delivered to the Trustee an
Officers' Certificate stating that such assumption and such assumption agreement
comply with this Article and that all conditions precedent herein provided for
relating to such assumption have been complied with.

         (b) Upon any assumption pursuant to Section 804(a), the Guarantor shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under such Securities and this Indenture with the same effect as if
the Guarantor had been named as the Company herein, and the Company shall be
released from its liability as obligor upon the Securities and any Coupons and
under this Indenture.

         Section 805. Indemnification Procedure

         (a) If a transaction described above under Sections 801, 802 or 804 (an
"Indemnifiable Transaction") should constitute a taxable event for U.S. federal
income tax purposes, the Guarantor or any other Person that assumes the
obligations of the Guarantor or the Company pursuant to such Sections, as the
case may be, shall indemnify a Holder of a Security against any tax, assessment
or governmental charge imposed on such Holder or required to be withheld or
deducted from any payment to such Holder (including any governmental charge or
withholding attributable to an indemnification payment made by or on behalf of
the Guarantor or any such Person) and any other tax costs or other tax expenses
attributable to such Indemnifiable Transaction, and the Guarantor or any such
Person, as the case may be, shall comply with the following indemnification
procedures:

                  (1) Unless the Guarantor or any such Person, as the case may
be, 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 for
U.S. federal income tax purposes, the Guarantor or any such Person, as the case
may be, 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) information concerning each such
Holder's tax basis and holding period in a Security and (B) a statement that the
Holder is not then an entity described in Section 501 of the Code 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.

                  (2) If the Guarantor or any such Person delivers such an
opinion, each Holder will have indemnification rights pursuant to this Section
805 only if and when gain for U.S. federal income tax purposes is actually
recognized by such Holder.

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<PAGE>

                  (3) When the Guarantor or any such Person, as the case may be,
receives from a Holder an indemnification claim form, the Guarantor or such
Person, as the case may be, shall within 15 Business Days remit to such Holder a
certified check in an amount equal to the product of any gain recognized as a
result of the Indemnifiable Transaction and the highest marginal U.S. income tax
rate in effect at the time of such Indemnifiable Transaction (the
"Indemnification Amount"). For these purposes, a Holder's gain shall equal the
amount by which the fair market value of a Security at the time of such
Indemnifiable Transaction exceeds such Holder's adjusted tax basis in such
Security.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

                  Section 901. Supplemental Indentures without Consent of
                               Holders.

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

                  (a)      to evidence the succession of another Person to the
Company or the Guarantor, and the assumption by any such successor of the
covenants of the Company or the Guarantor, as the case may be, contained herein
and in the Securities or the Guarantees; or

                  (b)      to add to the covenants of the Company or the
Guarantor 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 or the Guarantor; or

                  (c)      to add to or change any of the provisions of this
Indenture to provide that Bearer Securities may be registrable as to principal,
to change or eliminate any restrictions on the payment of principal of, 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 Securities of any series or any Coupons appertaining
thereto in any material respect; or

                  (d)      to establish the form or terms of Securities of any
series and any Coupons appertaining thereto as permitted by Sections 201 and 301
or of the related Guarantees as permitted by Section 202; or

                  (e)      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

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<PAGE>

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 609; or

                  (f)      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; or

                  (g)      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; or

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

                  (i)      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 a
Security of such series and any Coupons appertaining thereto or any other
Security or Coupon in any material respect; or

                  (j)      to secure the Securities or the Guarantees pursuant
to Section 1005, 1006 or otherwise; or

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

                  (l)      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.

                  Section 902. Supplemental Indentures with Consent of Holders.

                  With the consent of the Holders of not less than 66-2/3% 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 Board Resolution), the
Guarantor (when authorized by or pursuant to a Board Resolution) and the Trustee
may enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of Securities 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

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                  (a)      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 1004 (except as contemplated by Section 801(a) and permitted
by Section 901(a)), or reduce the amount of the principal of an Original Issue
Discount Security that would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 502 or the amount
thereof provable in bankruptcy pursuant to Section 504, change the redemption
provisions or adversely affect the right of repayment at the option of any
Holder as contemplated by Article Twelve, 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
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 or in the case of change in control, after the Change in Control
Purchase Date), or

                  (b)      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 1404 for quorum or voting, or

                  (c)      modify or effect in any manner adverse to the Holders
the terms and conditions of the obligations of the Company under the Securities
or the Coupons, or the Guarantor under the Guarantees, or either of them
hereunder, in respect of the due and punctual payments of principal of, any
premium or interest on, or any Additional Amounts with respect to, the
Securities, or

                  (d)      modify any of the provisions of this Section, Section
513 or Section 1008, 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.

                  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.

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                  Section 903. 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
be entitled to receive (in addition to those documents required by Section 102),
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. The Trustee
may, but shall not be obligated to, enter into any such supplemental indenture
which affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise.

                  Section 904. Effect of Supplemental Indentures.

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

                  Section 905. 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 and
the Guarantor 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 with Guarantees endorsed thereon, if appropriate, and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series.

                  Section 906. 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.

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                                   ARTICLE TEN

                                    COVENANTS

                  Section 1001. 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 1002. Maintenance of Office or Agency.

                  The Company and the Guarantor shall maintain in each Place of
Payment for any series of Securities an Office or Agency where Securities of
such series, and Guarantees with respect thereto (but not Bearer Securities,
except as otherwise provided below, unless such Place of Payment is located
outside the United States), may be presented or surrendered for payment, where
Securities of such series may be surrendered for registration of transfer or
exchange, and where notices and demands to or upon the Company and the Guarantor
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 and the Guarantor 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, and Guarantees with respect 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 and the Guarantor 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 and the Guarantor 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 and the Guarantor 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, and Guarantees with respect
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 and the Guarantor hereby appoint the Trustee as their
agent to receive all such presentations, surrenders, notices and demands.

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                  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, or the Guarantees with respect thereto, 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 and the Guarantor in accordance with this Indenture is
illegal or effectively precluded by exchange controls or other similar
restrictions.

                  The Company and the Guarantor may also from time to time
designate one or more other Offices or Agencies where the Securities of one or
more series, and the Guarantees endorsed thereon, 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 or the Guarantor of its obligation to maintain an
Office or Agency in each Place of Payment for Securities of any series for such
purposes. The Company and the Guarantor 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 and the Guarantor hereby designate as the Place of
Payment for each series of Securities and the Guarantees endorsed thereon, the
Borough of Manhattan, The City of New York, and initially appoints the Corporate
Trust Office of the Trustee as the Company's or the Guarantor's Office or Agency
in the Borough of Manhattan, The City of New York for such purpose. The Company
and the Guarantor may subsequently appoint a different Office or Agency in the
Borough of Manhattan, The City of New York for the Securities of any series, and
the Guarantees endorsed thereon.

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

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

                  If the Company or the Guarantor, as the case may be, 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 in which the Securities of such
series are payable (except as otherwise specified pursuant to Section 301 for
the Securities of such series) sufficient to pay the principal or any

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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 or the Guarantor, as the case may be,
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 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 or the Guarantor, as the case may be, 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:

                  (a)      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;

                  (b)      give the Trustee notice of any default by the Company
or the Guarantor (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

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

                  The Company or the Guarantor, as the case may be, 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 of the Company or
the Guarantor direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company, the Guarantor 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, the Guarantor 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 or the Guarantor, as the case may be, 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 or the Guarantor, as the case may be, on Company Request, or (if
then held by the Company or the Guarantor) shall be discharged from such

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<PAGE>

trust; and the Holder of such Security or any Coupon appertaining thereto, or
Guarantees endorsed thereon, shall thereafter, as an unsecured general creditor,
look only to the Company or the Guarantor (pursuant to the Guarantees) 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 or the Guarantor
(pursuant to Guarantee) as trustee thereof, shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being required to make
any such repayment, may at the expense of the Company cause 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 or
the Guarantor, as the case may be.

                  Section 1004. Additional Amounts.

                  If any Securities of a series provide for the payment of
Additional Amounts, the Company and the Guarantor each 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
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 Officers' Certificate,
the Company or the Guarantor, as the case may be, 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 or
non-residents of Canada 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. Each of the Company and the

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Guarantor, jointly and severally, covenants to indemnify the Trustee and any
Paying Agent for, and to hold them harmless against, any loss, liability or
expense reasonably incurred without negligence or bad faith on their part
arising out of or in connection with actions taken or omitted by any of them in
reliance on any Officers' Certificate furnished pursuant to this Section.

                  Section 1005. Limitation on Liens.

                  Nothing in this Indenture or in the Securities shall in any
way restrict or prevent the Company, the Guarantor or any other Subsidiary from
issuing, assuming, guaranteeing or otherwise incurring any indebtedness;
provided, however, that neither the Company, the Guarantor nor any other
Subsidiary shall issue, assume or guaranty any notes, bonds, debentures or other
similar evidences of indebtedness for money borrowed secured by any Lien on any
asset now owned or hereafter acquired by it without making effective provision
whereby any and all Securities then or thereafter outstanding shall be secured
by a Lien equally and ratably with any and all other obligations thereby
secured, so long as any such obligations shall be so secured. Notwithstanding
the foregoing, the Company, the Guarantor or any other Subsidiary, without so
securing the Securities, may issue, assume or guaranty indebtedness secured by
the following Liens:

                  (a) Liens existing on the date of this Indenture or provided
         for under the terms of agreements existing on the date hereof;

                  (b) Liens on property to secure (i) all or any portion of the
         cost of exploration, production, gathering, processing, marketing,
         drilling or development of such property, (ii) all or any portion of
         the cost of acquiring, constructing, altering, improving or repairing
         any property or assets, real or personal, or improvements used in
         connection with such property, and (iii) indebtedness incurred by the
         Guarantor, the Company or any other Subsidiary to provide funds for the
         activities set forth in clauses (i) and (ii) above;

                  (c) Liens which secure indebtedness owing by a Subsidiary to
         the Guarantor or to one or more other Subsidiaries, or to the Guarantor
         and one or more other Subsidiaries;

                  (d) Liens on the property of any Person existing at the time
         such Person becomes a Subsidiary;

                  (e) Liens on any property securing (i) indebtedness incurred
         in connection with the construction, installation or financing of
         pollution control or abatement facilities or other forms of industrial
         revenue bond financing, (ii) indebtedness issued or guaranteed by the
         United States, any state or any department, agency or instrumentality
         of either or (iii) indebtedness issued or guaranteed by (Y) a foreign
         government, any state or any department, agency or instrumentality of
         either or (Z) an international finance agency or any division or
         department thereof, including the World Bank, the International Finance
         Corp. and the Multilateral Investment Guarantee Agency;

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                  (f) any Lien extending, renewing or replacing (or successive
         extensions, renewals or replacements of) any Lien of the type set forth
         in paragraphs (a) through (e) above, which Lien exists on the date of
         this Indenture;

                  (g) any Ordinary Course Lien (as defined below) arising, and
         only so long as continuing, in the ordinary course of the business of
         the Guarantor; or

                  (h) Liens which secure Limited Recourse Indebtedness.

                  Notwithstanding the foregoing, the Guarantor and any one or
more other Subsidiaries may issue, assume or guaranty the following indebtedness
secured by Liens on assets without regard to the foregoing limitations:
indebtedness in any aggregate principal amount which, together with the
aggregate outstanding principal amount of all other indebtedness of the Company,
the Guarantor and its other Subsidiaries so secured (excluding indebtedness
secured by the permitted Liens described above), and the aggregate amount of
Sale/Leaseback Transaction obligations which would otherwise be subject to the
provisions of Section 1006, does not at the time such indebtedness is incurred
exceed 10% of the Guarantor's Consolidated Net Worth as shown on the most recent
audited consolidated balance sheet of the Guarantor and its Subsidiaries.

                  Notwithstanding the foregoing, nothing in this Section 1005
shall be deemed to prohibit or otherwise limit the following types of
transactions:

                  (1)(i) the sale, granting of Liens with respect to or other
         transfer of crude oil, natural gas or other petroleum hydrocarbons in
         place, for a period of time until, or in an amount such that, the
         transferee will realize therefrom a specified amount (however
         determined) of money or such crude oil, natural gas or other petroleum
         hydrocarbons, or (ii) the sale or other transfer of any other interest
         in property of the character commonly referred to as a production
         payment, overriding royalty, forward sales or similar interest; and

                  (2) the granting of Liens required by any contract or statute
         in order to permit the Guarantor or a Subsidiary to perform any
         contract or subcontract made by it with or at the request of the United
         States government or any foreign government or international finance
         agency, any state or any department thereof, or any agency or
         instrumentality thereof, or to secure partial, progress, advance or
         other payments to the Guarantor or any other Subsidiary by any such
         entity pursuant to the provisions of any contract or statute.

                  "Lien" shall mean, with respect to any asset, any mortgage,
lien, pledge, security interest or encumbrances of any kind in respect of such
asset, whether or not filed, recorded or otherwise perfected under applicable
law. The Company, the Guarantor or any other Subsidiary shall be deemed to own
subject to a Lien any asset which it has acquired or holds subject to the
interest of a vendor or lessor under any conditional sale agreement, capital
lease or other title retention agreement relating to such asset. The right of
set-off, whether by operation of law or by contract, does not constitute a Lien
unless there is a related obligation to maintain a deposit of cash or other
assets in respect of which such right of set-off may be exercised.

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                  "Ordinary Course Lien" shall mean:

                  (a)      Liens for taxes, assessments or governmental changes
         or levies on the property of the Company, the Guarantor or any other
         Subsidiary if the same shall not at the time be delinquent or
         thereafter can be paid without penalty, or are being contested in good
         faith and by appropriate proceedings and for which adequate reserves in
         accordance with generally accepted accounting principles shall have
         been set aside on the books of the Company or the Guarantor;

                  (b)      Liens imposed by law, such as carriers',
         warehousemen's, landlords' and mechanics' liens and other similar liens
         arising in the ordinary course of business which secure obligations not
         more than 60 days past due or which are being contested in good faith
         by appropriate proceedings and for which adequate reserves in
         accordance with generally accepted accounting principles shall have
         been set aside on the books of the Company or the Guarantor;

                  (c)      Liens arising out of pledges or deposits under
         worker's compensation laws, unemployment insurance, old age pensions,
         or other social security or retirement benefits, or similar
         legislation;

                  (d)      Utility easements, building restrictions and such
         other encumbrances or charges against real property as are of a nature
         generally existing with respect to properties of a similar character
         and which do not in any material way affect the marketability of the
         same or interfere with the use thereof in the business of the Company,
         the Guarantor or its other Subsidiaries, as the case may be;

                  (e)      Liens arising under operating agreements or similar
         agreements in respect of obligations which are not yet due or which are
         being contested in good faith by appropriate proceedings;

                  (f)      Liens reserved in oil, gas and/or mineral leases for
         bonus or rental payments and for compliance with the terms of such
         leases;

                  (g)      Liens pursuant to partnership agreements, oil, gas
         and/or mineral leases, farm-out-agreements, division orders, contracts
         for the sale, purchase, exchange, or processing of oil, gas and/or
         other hydrocarbons, unitization and pooling declarations and
         agreements, operating agreements, development agreements, area of
         mutual interest agreements, forward sale agreements, oil and gas
         delivery obligations, and other agreements which are customary in the
         oil, gas and other mineral exploration, development and production
         business and in the business of processing of gas and gas condensate
         production of the extraction of products therefrom;

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                  (h)      Liens on personal property (excluding the capital
         stock or indebtedness of any Subsidiary) securing indebtedness maturing
         not more than one year from the date of its creation; and

                  (i)      Liens relating to a judgment or other court-ordered
         award or settlement as to which the Guarantor or the Company has not
         exhausted its appellate rights.

                  "Consolidated Net Worth" means the consolidated stockholders'
equity of the Guarantor, determined in accordance with generally accepted
accounting principles.

                  Section 1006. Limitation on Sale/Leaseback Transactions.

                  None of the Company, the Guarantor or any other Subsidiary
will enter into any Sale/Leaseback Transaction with any Person (other than the
Guarantor or a Subsidiary) providing for a term of more than three years unless:

                  (a) the Company, the Guarantor or such other Subsidiary would
         be permitted, pursuant to the terms of Section 1005, to incur
         indebtedness in an aggregate principal amount equal to or exceeding the
         value of the Sale/Leaseback Transaction secured by a Lien on the
         property subject to such Sale/Leaseback Transaction;

                  (b) since the date of this Indenture and within a period
         commencing six months prior to the Sale/Leaseback Transaction and
         ending six months after the consummation thereof, the Company, the
         Guarantor or such other Subsidiary expends for any property (including
         amounts expended for the acquisition, exploration, drilling or
         development thereof, or for additions, alterations, improvements or
         repairs thereto) an amount up to the net proceeds of such
         Sale/Leaseback Transaction, and the Company or the Guarantor, as the
         case may be, elects to designate such amount as a credit against such
         Sale/Leaseback Transaction (with any amount of such net proceeds not
         being so designated to be applied as set forth in paragraph (c) below);
         or

                  (c) the Company or Guarantor, as the case may be, during or
         immediately after the expiration of the 12 month period following the
         consummation of the Sale/Leaseback Transaction, applies to the
         voluntary retirement, redemption or defeasance of the Securities and
         its other Senior Indebtedness an amount equal to the greater of (i) the
         net proceeds of the Sale/Leaseback Transaction and (ii) the fair value,
         in the opinion of the Board of Directors of the Company or the
         Guarantor, as the case may be, of the subject property of the
         Sale/Leaseback Transaction at the time of such transaction (adjusted,
         in either case, to reflect the remaining term of the lease and any
         amount applied pursuant to paragraph (b) above), less an amount equal
         to the principal amount of other Senior Indebtedness voluntarily
         retired by the Company or the Guarantor, as the case may be, during
         such 12-month period.

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         "Sale/Leaseback Transaction" means any arrangement providing for the
leasing to the Company, the Guarantor or any other Subsidiary by any Person
(other than the Guarantor, the Company or any other Subsidiary) of any property
which has been, or is to be, sold or transferred by the Guarantor, the Company
or such other Subsidiary to such Person or to any Person (other than the Company
or any other Subsidiary) to which funds have been or are to be advanced by such
Person on the security of the leased property, except with respect to any lease
that secures or relates to obligations issued by or on behalf of (a) the United
States, any state or any department, agency or instrumentality of either, (b) a
foreign government, any state or any department agency or instrumentality of
either, or (c) an international finance agency or any division or department
thereof, including the World Bank, the International Finance Corp. and the
Multilateral Investment Guarantee Agency, in connection with the financing of
the cost of construction, improvement or equipping of such property.

                  Section 1007. Corporate Existence.

                  Subject to Articles Eight and Fifteen, each of the Company and
the Guarantor shall do or cause to be done all things necessary to preserve and
keep in full force and effect its corporate existence and that of each other
Subsidiary and their respective rights (charter and statutory) and franchises;
provided, however, that the foregoing shall not obligate the Company, the
Guarantor or any other Subsidiary to preserve any such right or franchise if the
Company, the Guarantor or any other Subsidiary shall determine that the
preservation thereof is no longer desirable in the conduct of its business or
the business of such other Subsidiary.

                  Section 1008. Waiver of Certain Covenants.

                  The Company or the Guarantor, as the case may be, may omit in
any particular instance to comply with any term, provision or condition set
forth in Sections 1005, 1006 or 1007 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 Guarantor and the duties of the Trustee in
respect of any such term, provision or condition shall remain in full force and
effect.

                  Section 1009. Company Statement as to Compliance; Notice of
                                Certain Defaults.

                  (a)      Each of the Company and the Guarantor 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 and the Guarantor,
respectively, stating that

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

                  (2)      to the best of his or her knowledge, based on such
         review, (i) the Company or the Guarantor, as the case may be, 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 (ii)
         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.

                  (b)      Each of the Company and the Guarantor 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.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

                  Section 1101. 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 1102. Election to Redeem; Notice to Trustee.

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

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                  Section 1103. 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 not more
than 60 days prior to the Redemption Date by the Trustee from the Outstanding
Securities of such series not previously called for redemption, by such method
as the Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions 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.

                  Section 1104. Notice of Redemption.

                  Notice of redemption shall be given in the manner provided in
Section 106, 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:

                  (a)      the Redemption Date,

                  (b)      the Redemption Price,

                  (c)      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,

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                  (d)      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,

                  (e)      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,

                  (f)      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,

                  (g)      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,

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

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

                  A notice of redemption mailed as contemplated by Section 106
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 1105. Deposit of Redemption Price.

                  On or prior to any Redemption Date, the Company shall deposit,
with respect to the Securities of any series called for redemption pursuant to
Section 1104, with the Trustee or with a Paying Agent (or, if the Company is
acting as its own Paying Agent, segregate and hold in trust as provided in
Section 1003) an amount of money in the applicable Currency sufficient to pay
the Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date, unless

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otherwise specified pursuant to Section 301 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 1106. Securities Payable on Redemption Date.

                  Notice of redemption having been given as aforesaid, the
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, 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 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 1002), 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 307.

                  If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant Coupons maturing after the Redemption Date, such
Security may be paid after deducting from the Redemption Price an amount equal
to the face amount of all such missing Coupons, or the surrender of such missing
Coupon or Coupons may be waived by the Company and the Trustee if there be
furnished to them such security or indemnity as they may require to save each of
them and any Paying Agent harmless. If thereafter the Holder of such Security
shall surrender to the Trustee or any Paying Agent any such missing Coupon in
respect of which a deduction shall have been made from the Redemption Price,
such Holder shall be entitled to receive the amount so deducted; provided,
however, that 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 1002.

                  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.

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                  Section 1107. 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, the Guarantees of the Guarantor shall be endorsed on 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.

                                 ARTICLE TWELVE

                       REPAYMENT AT THE OPTION OF HOLDERS

                  Section 1201. 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 309, 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 canceled. Notwithstanding anything to the contrary contained in
this Section 1201, 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.

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                                ARTICLE THIRTEEN

                        SECURITIES IN FOREIGN CURRENCIES

                  Section 1301. 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 or the Guarantor may
specify in a written notice to the Trustee or, in the absence of such written
notice, as the Trustee may determine.

                                ARTICLE FOURTEEN

                        MEETINGS OF HOLDERS OF SECURITIES

                  Section 1401. Purposes for Which Meetings May Be Called.

                  A meeting of Holders of Securities of any series may be called
at any time and from time to time pursuant to this Article to make, give or take
any request, demand, authorization, direction, notice, consent, waiver or other
Act provided by this Indenture to be made, given or taken by Holders of
Securities of such series.

                  Section 1402. Call, Notice and Place of Meetings.

                  (a)      The Trustee may at any time call a meeting of Holders
of Securities of any series for any purpose specified in Section 1401, 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 106, not less than 21 nor more than 180 days prior to
the date fixed for the meeting.

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                  (b)      In case at any time the Company or the Guarantor (in
each case, 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 1401, 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 106) or shall not thereafter proceed to
cause the meeting to be held as provided herein, then the Company, the Guarantor
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 (a) of
this Section.

                  Section 1403. 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 or the Guarantor and their respective counsel.

                  Section 1404. Quorum; Action.

                  The Persons entitled to vote a majority in principal amount of
the Outstanding Securities of a series shall constitute a quorum for a meeting
of Holders of Securities of such series; provided, however, that if any action
is to be taken at such meeting with respect to a consent or waiver which this
Indenture expressly provides may be given by the Holders of at least 66-2/3% in
principal amount of the Outstanding Securities of a series, the Persons entitled
to vote 66-2/3% in principal amount of the Outstanding Securities of such series
shall constitute a quorum. In the absence of a quorum within 30 minutes after
the time appointed for any such meeting, the meeting shall, if convened at the
request of Holders of Securities of such series, be dissolved. In any other case
the meeting may be adjourned for a period of not less than 10 days as determined
by the chairman of the meeting prior to the adjournment of such meeting. In the
absence of a quorum at any such adjourned meeting, such adjourned meeting may be
further adjourned for a period of not less than 10 days as determined by the
chairman of the meeting prior to the adjournment of such adjourned meeting.
Notice of the reconvening of any adjourned meeting shall be given as provided in
Section 1402(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.

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                  Except as limited by the proviso to Section 902, any
resolution presented to a meeting or adjourned meeting duly reconvened at which
a quorum is present as aforesaid may be adopted 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 902, any resolution with respect to any consent or waiver which this
Indenture expressly provides may be given by the Holders of at least 66-2/3% in
principal amount of the Outstanding Securities of a series may be adopted at a
meeting or an adjourned meeting duly convened and at which a quorum is present
as aforesaid only by the affirmative vote of the Holders of 66-2/3% in principal
amount of the Outstanding Securities of that series; and provided, further,
that, except as limited by the proviso to Section 902, any resolution with
respect to any request, demand, authorization, direction, notice, consent,
waiver or other 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 1405. Determination of Voting Rights; Conduct and
                                Adjournment of Meetings.

                  (a)      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 104 and the appointment of any proxy shall be proved in the manner
specified in Section 104 or by having the signature of the person executing the
proxy witnessed or guaranteed by any trust company, bank or banker authorized by
Section 104 to certify to the holding of Bearer Securities. Such regulations may
provide that written instruments appointing proxies, regular on their face, may
be presumed valid and genuine without the proof specified in Section 104 or
other proof.

                  (b)      The Trustee shall, by an instrument in writing,
appoint a temporary chairman of the meeting, unless the meeting shall have been
called by the Company, the Guarantor or Holders of Securities as provided in
Section 1402(b), in which case the Company or the Holders of Securities of the
series calling the meeting, as the case may be, shall in like manner appoint a
temporary chairman. A permanent chairman and a permanent secretary of the
meeting shall be elected by vote of the Persons

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entitled to vote a majority in principal amount of the Outstanding Securities of
such series represented at the meeting.

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

                  (d)      Any meeting of Holders of Securities of any series
duly called pursuant to Section 1402 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 1406. 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 1402 and, if
applicable, Section 1404. 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, another to the Guarantor 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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                                 ARTICLE FIFTEEN

                 PURCHASES OF SECURITIES UPON CHANGE IN CONTROL

                  Section 1501. Purchase of Securities at Option of the Holder
                                upon Change in Control.

                  (1) If on or prior to Maturity, there shall have occurred a
Change in Control (as defined herein), the Securities shall be purchased, at the
option of the Holder thereof, by the Company at the purchase price specified in
the Securities (the "Change in Control Purchase Price"), on the date that is 35
Business Days after the occurrence of the Change in Control (the "Change in
Control Purchase Date"), subject to satisfaction by or on behalf of the Holder
of the requirements set forth in Section 1501(3).

         A "Change in Control" shall be deemed to have occurred at such time as
any of the following events shall occur:

                  (a)      Any person (for purposes of paragraph (a) of this
         Section 1501(1) only, the term "person" shall mean a "person" as
         defined in or for purposes of Section 13(d)(3) or Section 14(d)(2) of
         the Exchange Act of 1934 (as defined herein), or any successor
         provision to either of the foregoing, including any "group" acting for
         the purposes of acquiring, holding or disposing of securities within
         the meaning of Rule 13D-5(b)(1) under the Exchange Act of 1934),
         together with its Affiliates and Associates (as defined herein), shall
         file or become obligated to file a report under or in response to
         Schedule 13D or 14D-1 (or any successor schedule, form or report)
         pursuant to the Exchange Act of 1934 disclosing that such person has
         become the beneficial owner (as the term "beneficial owner" is defined
         in Rule 13d-3 under the Exchange Act of 1934, or any successor
         provision) of either (A) 50% or more of the shares of Common Stock of
         the Guarantor then outstanding or (B) 50% or more of the voting power
         of the Voting Stock of the Guarantor then outstanding; provided,
         however, that for purposes of paragraph (a) of this Section 1501(1), a
         person shall not be deemed the beneficial owner of (1) any securities
         tendered pursuant to a tender offer or exchange offer made by or on
         behalf of such person, or its Affiliates or Associates, until such
         tendered securities are accepted for purchase or exchange thereunder,
         or (2) any securities in respect of which beneficial ownership by such
         person arises solely as a result of a revocable proxy delivered in
         response to a proxy or consent solicitation that is made pursuant to,
         and in accordance with, the Exchange Act of 1934 and the applicable
         rules and regulations thereunder and is not then reportable on Schedule
         13D (or any successor schedule, form or report) under the Exchange Act
         of 1934.

                  (b)      There shall be consummated any sale, transfer, lease
         or conveyance of all or substantially all of the properties and assets
         of the Guarantor to any other Corporation or Corporations or other
         Person or Persons (other than a Subsidiary of the Guarantor).

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                  (c)      There shall be consummated any consolidation of the
         Guarantor with or merger of the Guarantor with or into any other Person
         (whether or not affiliated with the Guarantor) in which the Guarantor
         is not the sole surviving or continuing Corporation or pursuant to
         which the shares of Common Stock outstanding immediately prior to the
         consummation of such consolidation or merger are converted into cash,
         securities or other property, other than a consolidation or merger in
         which the holders of shares of Common Stock receive, directly or
         indirectly, (A) 75% or more of the common stock of the sole surviving
         or continuing Corporation outstanding immediately following the
         consummation of such consolidation or merger and (B) securities
         representing 75% or more of the combined voting power of the Voting
         Stock of the sole surviving or continuing Corporation outstanding
         immediately following the consummation thereof of such consolidation or
         merger.

         "Exchange Act of 1934" shall mean the Securities Exchange Act of 1934,
as amended.

         "Associate" shall have the meaning ascribed to such term in Rule 12b-2
under the Exchange Act of 1934, as in effect on the date hereof.

                  (2) Within 15 Business Days after the occurrence of a Change
in Control, the Company shall mail a written notice of Change in Control by
first-class mail to the Trustee and to each Holder (and to beneficial owners as
required by applicable law, including, without limitation, Rule 13e-4) and shall
cause a copy of such notice to be published at least once in an Authorized
Newspaper located in New York City and, if any Securities are then listed on any
stock exchange located outside the United States, in an Authorized Newspaper in
such city as the stock exchange so requires. The notice shall include or
transmit a form of Change in Control Purchase Notice (as described below) to be
completed by the Holder and shall state:

                  (a) the events causing a Change in Control and the date of
         such Change in Control;

                  (b) the date by which the Change in Control Purchase Notice
         pursuant to this Section 1601 must be given;

                  (c) the Change in Control Purchase Date;

                  (d) the Change in Control Purchase Price;

                  (e) the name and address of the Trustee and the Office or
         Agency;

                  (f) that the Securities must be surrendered to the Trustee or
         the Office or Agency to collect payment;

                  (g) that the Change in Control Purchase Price for any Security
         as to which a Change in Control Purchase Notice has been duly given and
         not withdrawn will be paid promptly following the later of the Change
         in Control Purchase Date or the time of surrender of such Security as
         described in (f);

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                  (h) the procedures the Holder must follow to exercise rights
         under this Section 1501(1) and a brief description of those rights; and

                  (i) the procedures for withdrawing a Change in Control
         Purchase Notice.

         (3) A Holder may exercise its rights specified in Section 1501(1) upon
delivery of a written notice of purchase (a "Change in Control Purchase Notice")
to the Trustee or to an Office or Agency at any time prior to the close of
business of the Change in Control Purchase Date, stating:

                  (a) the certificate number or numbers of the Security or
Securities which the Holder will deliver to be purchased;

                  (b) the portion of the principal amount of the Security or
Securities which the Holder will deliver to be purchased, which portion must be
$1,000 or an integral multiple thereof; and

                  (c) that such Security or Securities shall be purchased on the
Change in Control Purchase Date pursuant to the terms and conditions specified
in the Securities.

         The delivery of the Security, by hand or by registered mail prior to,
on or after the Change in Control Purchase Date (together with all necessary
endorsements), to the Trustee or to an Office or Agency shall be a condition
precedent to the obligation of the Company to pay to the Holder the Change in
Control Purchase Price therefor; provided, however, that such Change in Control
Purchase Price shall be so paid pursuant to this Section 1501 only if the
Security so delivered to the Trustee or such Office or Agency shall conform in
all respects to the description thereof set forth in the related Change in
Control Purchase Notice.

         Notwithstanding anything herein to the contrary, any Holder delivering
to the Trustee or to an Office or Agency, the Change in Control Purchase Notice
contemplated by this Section 1501(3) shall have the right to withdraw such
Change in Control Purchase Notice at any time prior to or on the Change in
Control Purchase Date by delivery of a written notice of withdrawal to the
Trustee or to such Office or Agency in accordance with Section 1502.

                  Section 1502. Effect of Change in Control Purchase Notice.

                  Upon receipt by the Company of the Change in Control Purchase
Notice specified in Section 1501(3), the Holder of the Security in respect of
which such Change in Control Purchase Notice was given shall (unless such Change
in Control Purchase Notice is withdrawn as specified in the following paragraph)
thereafter be entitled to receive solely the Change in Control Purchase Price
with respect to such Security. Such Change in Control Purchase Price shall be
paid to such Holder promptly following the later of (x) the Change in Control
Purchase Date, as the case may be, with respect to such Security (provided the
conditions in Section 1501(3), as applicable, have been satisfied)

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and (y) the time of delivery of such Security to the Trustee or to an Office or
Agency by the Holder thereof in the manner required by Section 1501(3), as
applicable.

                  A Change in Control Purchase Notice may be withdrawn by means
of a written notice of withdrawal delivered to the office of the Trustee or to
an Office or Agency at any time prior to the close of business on the Change in
Control Purchase Date, specifying:

                  (a) the certificate number or numbers of the Security or
Securities in respect of which such notice of withdrawal is being submitted;

                  (b) the principal amount of the Security or Securities with
respect to which such notice of withdrawal is being submitted; and

                  (c) the principal amount, if any, of such Security or
Securities which remains subject to the original Change in Control Purchase
Notice, and which has been and will be delivered for purchase by the Company.

                  There shall be no purchase of any Securities pursuant to
Section 1501 if there has occurred and in continuing an Event of Default (other
than a default in the payment of the Change in Control Purchase Price).

                  Section 1503. Deposit of Change in Control Purchase Price.

                  Prior to 12:00 Noon (local time in The City of New York) on
the Business Day following the Change in Control Purchase Date, the Company
shall deposit with the Trustee (or, if the Guarantor or a Subsidiary or an
Affiliate of any of them is acting as Paying Agent, shall segregate and hold in
trust as provided in Section 1003) an amount of cash in immediately available
funds or securities, if expressly permitted hereunder, sufficient to pay the
aggregate Change in Control Purchase Price of all the Securities or portions
thereof which are to be purchased. If a deposit is made with the Trustee of the
aforesaid amount of cash or securities, the Securities or portions thereof with
respect to which a Change in Control Purchase Notice has been delivered and not
validly withdrawn shall become due and payable as of the Business Day following
the applicable Change in Control Purchase Date, and on and after such date
interest payable in respect of such Securities shall cease and all other rights
of the Holders thereof shall terminate, other than the right to receive the
Change in Control Purchase Price upon delivery of such Securities to the
Trustee.

                  Section 1504. Covenant to Comply With Securities Laws Upon
                                Purchase of Securities.

                  In connection with any purchase of securities under Section
1501 hereof, the Company shall (a) comply with Rule 13e-4 under the Exchange Act
of 1934, if applicable, (b) file the related Schedule 13E-4 (or any successor
schedule, form or report) under the Exchange Act of 1934, if

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applicable, and (c) otherwise comply with all Federal and state securities laws
regulating the purchase of the Securities (including positions of the Commission
under applicable no-action letters) so as to permit the rights and obligation
under Section 1501 to be exercised in the time and in the manner specified in
Section 1501 and 1502.

                  Section 1505. Repayment to the Company.

                  The Trustee shall return to the Company any cash, together
with interest or dividends, if any, thereon (subject to the provisions of
Section 605) held by it for the payment of the Change in Control Purchase Price
of the Securities that remain unclaimed as provided in the Securities; provided,
however, that to the extent the aggregate amount of cash deposited by the
Company pursuant to Section 1503 exceeds the aggregate Change in Control
Purchase Price of the Securities or portions thereof to be purchased, then
promptly after the Change in Control Purchase Date, the Trustee shall return any
such excess to the Company together with interest or dividends, if any, thereon
(subject to the provisions of Section 605).

                                 ARTICLE SIXTEEN

                                   GUARANTEES

                  Section 1601. Guarantee.

                  The Guarantor hereby irrevocably and unconditionally
guarantees to each Holder of a Security authenticated and delivered by the
Trustee, and to the Trustee on behalf of such Holder, the due and punctual
payment of the principal of and any premium and interest on and any Additional
Amounts with respect to such Security and the due and punctual payment of any
payments provided for pursuant to the terms of such Security and any Coupons
appertaining thereto, when and as the same shall become due and payable, whether
at the State Maturity, by declaration of acceleration, call for redemption or
repayment or otherwise, in accordance with the terms of such Security, any such
Coupons and this Indenture, and any and all other amounts owed by the Company to
the Trustee or the Holders under the terms of this Indenture. This guarantee
will not be discharged with respect to any Securities of any series or Coupons
appertaining thereto except by payment in full of the principal thereof,
premium, if any, and interest thereon and all other amounts payable thereunder
and under this Indenture with respect thereto. The Guarantor hereby expressly
waives its right to require the Trustee to pursue or exhaust its legal or
equitable remedies against the Issuer prior to exercising its rights under this
guarantee. In case of the failure of the Company punctually to make any such
payment, the Guarantor hereby agrees to cause such payment to be made punctually
when and as the same shall become due and payable, whether at the Stated
Maturity or by declaration of acceleration, call for redemption or repayment or
otherwise, and as if such payment were made by the Company.

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                  The Guarantor hereby agrees that any amounts to be paid by it
hereunder shall be paid without deduction or withholding for or on account of
any and all present or future tax, duty, assessment or governmental charge
imposed upon or as a result of such payment by the Government of the United
States, or any state or other political subdivision or taxing authority thereof
or therein, or if deduction or withholding of any such tax, duty, assessment or
charge shall at any time be required by or on behalf of the Government of the
United States or any such state, political subdivision or taxing authority, the
Guarantor shall pay such additional amount in respect of principal, premium, if
any, and interest, if any, as may be necessary in order that the net amounts
paid to the Holder of a Security or the Trustee on behalf of the Holder of such
Security, as the case may be, pursuant to this guarantee after such deduction or
withholding shall not be less than the amount provided for in such Security to
be then due and payable; except that no such additional amount shall be payable
in respect of any Security to any Holder (a) who is subject to such tax, duty,
assessment or governmental charge in respect of such Security by reason of his
being connected with the United States otherwise than merely by the holding or
ownership of such Security, or (b) who is not dealing at arm's length with the
Guarantor (within the meaning of the Internal Revenue Code as amended from time
to time).

                  The Guarantor hereby agrees that its obligations hereunder
shall be as if it were principal debtor and not merely surety, and shall be
absolute and unconditional, irrespective of the validity, regularity or
enforceability of any Security or this Indenture, the absence of any action to
enforce the same, any waiver or consent by the Holder of such Security or by the
Trustee with respect to any provisions thereof or of this Indenture, the
obtaining of any judgment against the Company or any action to enforce the same
or any other circumstances which might otherwise constitute a legal or equitable
discharge or defense of a guarantor. The Guarantor hereby waives the benefits of
division and discussion, diligence, presentment, demand of payment, filing of
claims with a court in the event of merger, insolvency or bankruptcy of the
Company, any right to require a proceeding first against the Company, protest or
notice with respect to any Security or the indebtedness evidenced thereby and
all demands whatsoever, and covenants that no guarantee (including any Guarantee
endorsed on a Security) will be discharged in respect of any Security except by
complete performance of the obligations contained in such Security and in this
guarantee. The Guarantor hereby agrees that, in the event of a default in
payment of principal (or premium, if any) or interest, if any, on or Additional
Amounts with respect to any Security, or a default in any payment referred to
therein, legal proceedings may be instituted by the Trustee on behalf of, or by,
the Holder of such Security, on the terms and conditions set forth in this
Indenture, directly against the Guarantor to enforce this guarantee without
first proceeding against the Company.

                  The Guarantor shall be subrogated to all rights of the Holders
of the Securities of a particular series against the Company in respect of any
amounts paid by the Guarantor on account of such Securities pursuant to the
provisions of this guarantee or this Indenture; provided, however, that the
Guarantor shall not be entitled to enforce or to receive any payments arising
out of, or based upon, such right of subrogation until the principal of, any
premium and interest on, and Additional Amounts with respect to, all Securities
of such series issued hereunder shall have been paid in full.

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                  Section 1602. Execution and Delivery of Guarantees.

                  The Guarantees to be endorsed on the Securities of each series
shall include the terms of the guarantee set forth in Section 202 (except that
references to premium and interest need be included only if any premium or
interest, respectively, is provided for in the terms of such series) and any
other terms that may be set forth in the form established pursuant to Section
202 with respect to such series. The Guarantor hereby agrees to execute the
Guarantees, in a form established pursuant to Section 202, to be endorsed on
each Security authenticated and delivered by the Trustee.

                  The Guarantees shall be executed on behalf of the Guarantor by
its Chairman of the Board, a Vice Chairman of the Board, its President or one of
its Vice Presidents, under its corporate seal reproduced thereon attested by its
Secretary or one of its Assistant Secretaries. The signature of any of these
officers on the Guarantees may be manual or facsimile.

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

                  The delivery of any Security by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of the Guarantee
endorsed thereon on behalf of the Guarantor. The Guarantor hereby agrees that
its Guarantee set forth in Section 202 and in this Article shall remain in full
force and effect notwithstanding any failure to endorse a Guarantee on any
Security.

                  The Guarantees shall continue to be effective or be
reinstated, as the case may be, if at any time payment on any Security, in whole
or in part, is rescinded or must otherwise be restored to the Company or the
Guarantor upon the bankruptcy, liquidation or reorganization of the Company or
the Guarantor or otherwise.

                                ARTICLE SEVENTEEN

                                  MISCELLANEOUS

                  Section 1701. Submission to Jurisdiction

                  The Company hereby acknowledges and agrees for the benefit of
the Trustee and the Holders of Securities and Coupons that any judicial
proceedings instituted in relation to any matter arising out of this Indenture,
the Securities or the Coupons may be brought in any court having subject matter
jurisdiction in the Borough of Manhattan, The City of New York, New York
(including, without limitation, federal courts located in the Borough of
Manhattan, The City of New York, New York), and, by execution and delivery of
this Indenture, the Company hereby irrevocably accepts generally and
unconditionally, the jurisdiction of the aforesaid courts, acknowledges their
competence and irrevocably agrees to be bound by any judgment rendered in any
such proceeding. The Company also

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irrevocably and unconditionally waives for the benefit of the Trustee and the
Holders of Securities and Coupons any immunity from jurisdiction and any
immunity from legal process (whether through service or notice, attachment prior
to judgment, attachment in aid of execution, execution or otherwise) in respect
of this Indenture. The Company hereby irrevocably designates and appoints for
the benefit of the Trustee and the Holders of Securities, Guarantees and Coupons
for the term of this Indenture CT Corporation, 111 8th Avenue, New York, New
York 10011 as its agent to receive on its behalf service of all process (with a
copy of all such service of process to be delivered to CT Corporation, 111 8th
Avenue, New York, New York 10011) brought against it with respect to any such
proceeding in any such court in the City of New York, such service being hereby
acknowledged by the Company to be effective and binding service on it in every
respect whether or not the Company shall then be doing or shall have at any time
done business in New York. Such appointment shall be irrevocable so long as any
of the Securities or Coupons or the obligations of the Company hereunder remain
outstanding until the appointment of a successor by the Company and such
successor's acceptance of such appointment. Upon such acceptance, the Company
shall notify the Trustee of the name and address of such successor. The Company
further agrees for the benefit of the Trustee and the Holders of the Securities
and the Coupons to take any and all action, including the execution and filing
of any and all such documents and instruments, as may be necessary to continue
such designation and appointment of said CT Corporation in full force and effect
so long as any of the Securities or Coupons or the obligations of the Company
hereunder shall be outstanding. The Trustee shall not be obligated and shall
have no responsibility with respect to any failure by the Company to take such
action. Nothing herein shall affect the right to serve process in any other
manner permitted by any law or limit the right of the Trustee or any Holder to
institute proceedings against the Company in the courts of any other
jurisdiction or jurisdictions.

                  Section 1702. Stamp Duty

                  The Company and the Guarantor, jointly and severally, agree to
pay or reimburse any Holder of Securities or Coupons for stamp duty or similar
governmental charges imposed upon this Indenture, any Securities or any Coupons.

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

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<PAGE>

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

[SEAL]                                     APACHE FINANCE CANADA CORPORATION

                                             By: /s/ Roger B. Plank
                                                 -------------------------------
                                             Name:  Roger B. Plank
                                             Title: Vice President, Chief
                                                    Financial Officer and a
                                                    Director

Attest:

By: /s/ Cheri L. Peper
    -------------------------
Name: Cheri L. Peper
Title: Secretary

[SEAL]                                       APACHE CORPORATION

Attest:

By /s/ Cheri L. Peper                        By /s/ Matthew W. Dundrea
   --------------------------                   --------------------------------
Name: Cheri L. Peper                         Name:  Matthew W. Dundrea
Title: Secretary                             Title: Vice President and Treasurer

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<PAGE>

[SEAL]                                       THE CHASE MANHATTAN BANK,
                                             as Trustee

Attest:

By /s/ Glenn G. McKeever                     By /s/ Andrew M. Deck
   --------------------------                   --------------------------------
Name: Glenn G. McKeever                      Name: Andrew M. Deck
Title: Senior Trust Officer                  Title: Vice President

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<PAGE>

STATE OF TEXAS

                             : SS.:

COUNTY OF HARRIS

                  On the 24th day of November, 1999, before me personally came
Matthew W. Dundrea, to me known, who, being by me duly sworn, did depose and say
that he is the Vice President and Treasurer of APACHE CORPORATION, a State of
Delaware corporation, one of the persons described in and who executed the
foregoing instrument; that he knows the seal of said Corporation; that the seal
affixed to said instrument is such Corporation's seal; that it was so affixed by
authority of the Board of Directors of said Corporation; and that he signed his
name thereto by like authority.

                                            /s/ JEAN-MONIQUE MACIEL
                                            ------------------------------------
                                            Notary Public

[NOTARIAL SEAL]

STATE OF TEXAS

                             : SS.:

COUNTY OF HARRIS

                  On the 24th day of November, 1999, before me personally came
Roger B. Plank, to me known, who, being by me duly sworn, did depose and say
that he is a Director of APACHE FINANCE CANADA CORPORATION, an unlimited
liability company organized under the laws of Nova Scotia, Canada, one of the
persons described in and who executed the foregoing instrument; that he knows
the seal of said Corporation; that the seal affixed to said instrument is such
Corporation's seal; that it was so affixed by authority of the Board of
Directors of said Corporation; and that he signed his name thereto by like
authority.

                                            /s/ JEAN-MONIQUE MACIEL
                                            ------------------------------------
                                            Notary Public

[NOTARIAL SEAL]

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<PAGE>

STATE OF NEW YORK

                             : SS.:

COUNTY OF NEW YORK

                  On the 29th day of November, 1999, before me personally came
Andrew M. Deck, to me known, who, being by me duly sworn, did depose and say
that he is a Vice President of THE CHASE MANHATTAN BANK, a banking corporation
organized and existing under the laws of the State of New York, one of the
persons described in and who executed the foregoing instrument; that he knows
the seal of said Corporation; that the seal affixed to said instrument is such
Corporation's seal; that it was so affixed by authority of the Board of
Directors of said Corporation; and that he signed his name thereto by like
authority.

                                            /s/ ANNABELLE DeLUCA
                                            ------------------------------------
                                            Notary Public

[NOTARIAL SEAL]

                                      104