<PAGE>

                                                                    EXHIBIT 4.34

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

                                NOBLE CORPORATION
                                     ISSUER

                                       AND

                               JPMORGAN CHASE BANK
                                     TRUSTEE

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

                                    INDENTURE

                     DATED AS OF [__________________, 200_]

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

                          SUBORDINATED DEBT SECURITIES
                              (ISSUABLE IN SERIES)

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

<PAGE>

                                NOBLE CORPORATION

           RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939
               AND INDENTURE, DATED AS OF [_______________, 200_]

<TABLE>
<CAPTION>
  Section of
Trust Indenture                                                                       Section(s) of
  Act of 1939                                                                           Indenture
---------------                                                                       -------------
<S>                   <C>                                                            <C>
Section 310           (a)(1)...................................................      609
                      (a)(2)...................................................      609
                      (a)(3)...................................................      Not Applicable
                      (a)(4)...................................................      Not Applicable
                      (b)......................................................      608, 610
Section 311           (a)......................................................      613
                      (b)......................................................      613
                      (c)......................................................      Not Applicable
Section 312           (a)......................................................      701, 702(a)
                      (b)......................................................      702(b)
                      (c)......................................................      702(b)
Section 313           (a)......................................................      703(a)
                      (b)......................................................      703(a)
                      (c)......................................................      703(a)
                      (d)......................................................      703(b)
Section 314           (a)......................................................      704, 1005
                      (b)......................................................      Not Applicable
                      (c)(1)...................................................      103
                      (c)(2)...................................................      103
                      (c)(3)...................................................      Not Applicable
                      (d)......................................................      Not Applicable
                      (e)......................................................      103
Section 315           (a)......................................................      601(a)
                      (b)......................................................      602
                      (c)......................................................      601(b)
                      (d)......................................................      601(c)
                      (d)(1)...................................................      601(a)(1)
                      (d)(2)...................................................      601(c)(2)
                      (d)(3)...................................................      601(c)(3)
                      (e)......................................................      514
Section 316           (a)(1)(A)................................................      502, 512
                      (a)(1)(B)................................................      513
                      (a)(2)...................................................      Not Applicable
                      (a) last sentence........................................      101
                      (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 a
part of the Indenture.

                                       i

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                     Page
<S>                                                                                                                  <C>
ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION..............................................      1
         SECTION 101.   Definitions..............................................................................      1
         SECTION 102.   Incorporation by Reference of Trust Indenture Act........................................      7
         SECTION 103.   Compliance Certificates and Opinions.....................................................      7
         SECTION 104.   Form of Documents Delivered to Trustee...................................................      8
         SECTION 105.   Acts of Holders; Record Dates............................................................      8
         SECTION 106.   Notices, Etc., to Trustee and Company....................................................      9
         SECTION 107.   Notice to Holders; Waiver................................................................     10
         SECTION 108.   Conflict With Trust Indenture Act........................................................     10
         SECTION 109.   Effect of Headings and Table of Contents.................................................     10
         SECTION 110.   Successors and Assigns...................................................................     10
         SECTION 111.   Separability Clause......................................................................     10
         SECTION 112.   Benefits of Indenture....................................................................     10
         SECTION 113.   Governing Law............................................................................     10
         SECTION 114.   Legal Holidays...........................................................................     11
         SECTION 115.   Corporate Obligation.....................................................................     11

ARTICLE TWO SECURITY FORMS.......................................................................................     11
         SECTION 201.   Forms Generally..........................................................................     11
         SECTION 202.   Form of Trustee's Certificate of Authentication..........................................     11
         SECTION 203.   Securities in Global Form................................................................     12

ARTICLE THREE THE SECURITIES.....................................................................................     14
         SECTION 301.   Amount Unlimited; Issuable in Series.....................................................     14
         SECTION 302.   Denominations............................................................................     16
         SECTION 303.   Execution, Authentication, Delivery and Dating...........................................     16
         SECTION 304.   Temporary Securities.....................................................................     17
         SECTION 305.   Registration, Registration of Transfer and Exchange......................................     17
         SECTION 306.   Mutilated, Destroyed, Lost and Stolen Securities.........................................     18
         SECTION 307.   Payment of Interest; Interest Rights Preserved...........................................     19
         SECTION 308.   Person Deemed Owners.....................................................................     20
         SECTION 309.   Cancellation.............................................................................     20
         SECTION 310.   Computation of Interest..................................................................     20
         SECTION 311.   CUSIP Numbers............................................................................     20

ARTICLE FOUR SATISFACTION AND DISCHARGE..........................................................................     20
         SECTION 401.   Satisfaction and Discharge of Indenture..................................................     20
         SECTION 402.   Application of Trust Money...............................................................     22
         SECTION 403.   Discharge of Liability on Securities of Any Series.......................................     22
         SECTION 404.   Reinstatement............................................................................     22

ARTICLE FIVE REMEDIES............................................................................................     23
         SECTION 501.   Events of Default........................................................................     23
         SECTION 502.   Acceleration of Maturity; Rescission and Annulment.......................................     24
         SECTION 503.   Collection of Indebtedness and Suits for Enforcement by Trustee..........................     25
         SECTION 504.   Trustee May File Proofs of Claim.........................................................     25
         SECTION 505.   Trustee May Enforce Claims Without Possession of Securities or Coupons...................     26
         SECTION 506.   Application of Money Collected...........................................................     26
         SECTION 507.   Limitation on Suits......................................................................     27
         SECTION 508.   Unconditional Right of Holders to Receive Principal, Premium and Interest................     27
         SECTION 509.   Restoration of Rights and Remedies.......................................................     27
         SECTION 510.   Rights and Remedies Cumulative...........................................................     28
         SECTION 511.   Delay or Omission Not Waiver.............................................................     28
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                                   <C>
         SECTION 512.   Control by Holders.......................................................................     28
         SECTION 513.   Waiver of Past Defaults..................................................................     28
         SECTION 514.   Undertaking for Costs....................................................................     29
         SECTION 515.   Waiver of Stay or Extension Laws.........................................................     29

ARTICLE SIX THE TRUSTEE..........................................................................................     29
         SECTION 601.   Certain Duties and Responsibilities......................................................     29
         SECTION 602.   Notice of Defaults.......................................................................     30
         SECTION 603.   Certain Rights of Trustee................................................................     30
         SECTION 604.   Not Responsible for Recitals or Issuance of Securities...................................     31
         SECTION 605.   May Hold Securities......................................................................     31
         SECTION 606.   Money Held in Trust......................................................................     31
         SECTION 607.   Compensation and Reimbursement...........................................................     31
         SECTION 608.   Disqualification; Conflicting Interests..................................................     32
         SECTION 609.   Corporate Trustee Required; Eligibility..................................................     32
         SECTION 610.   Resignation and Removal; Appointment of Successor........................................     33
         SECTION 611.   Acceptance of Appointment by Successor...................................................     34
         SECTION 612.   Merger, Conversion, Consolidation or Succession to Business..............................     34
         SECTION 613.   Preferential Collection of Claims Against Company........................................     34
         SECTION 614.   Appointment of Authenticating Agent......................................................     35

ARTICLE SEVEN HOLDER'S LISTS AND REPORTS BY TRUSTEE AND COMPANY..................................................     36
         SECTION 701.   Company to Furnish Trustee Names and Addresses of Holders................................     36
         SECTION 702.   Preservation of Information; Communications to Holders...................................     36
         SECTION 703.   Reports by Trustee.......................................................................     36
         SECTION 704.   Reports by Company.......................................................................     37

ARTICLE EIGHT CONSOLIDATION, AMALGAMATION, CONVEYANCE, TRANSFER OR LEASE.........................................     37
         SECTION 801.   Company May Consolidate, Etc., Only on Certain Terms.....................................     37
         SECTION 802.   Successor Person Substituted.............................................................     37

ARTICLE NINE SUPPLEMENTAL INDENTURES.............................................................................     38
         SECTION 901.   Supplemental Indentures Without Consent of Holders.......................................     38
         SECTION 902.   Supplemental Indentures With Consent of Holders..........................................     38
         SECTION 903.   Execution of Supplemental Indentures.....................................................     39
         SECTION 904.   Effect of Supplemental Indentures........................................................     39
         SECTION 905.   Conformity With Trust Indenture Act......................................................     40
         SECTION 906.   Reference in Securities to Supplemental Indentures.......................................     40

ARTICLE TEN COVENANTS............................................................................................     40
         SECTION 1001.  Payment of Principal, Premium and Interest...............................................     40
         SECTION 1002.  Maintenance of Office or Agency..........................................................     40
         SECTION 1003.  Money for Securities Payments to be Held in Trust........................................     40
         SECTION 1004.  Existence................................................................................     41
         SECTION 1005.  Statement by Officers as to Default......................................................     41
         SECTION 1006.  Waiver of Certain Covenants..............................................................     42
         SECTION 1007.  Additional Amounts.......................................................................     42

ARTICLE ELEVEN REDEMPTION OF SECURITIES..........................................................................     42
         SECTION 1101.  Applicability of Article.................................................................     42
         SECTION 1102.  Election to Redeem; Notice to Trustee....................................................     43
         SECTION 1103.  Selection by Trustee of Securities to be Redeemed........................................     43
         SECTION 1104.  Notice of Redemption.....................................................................     43
         SECTION 1105.  Deposit of Redemption Price..............................................................     44
         SECTION 1106.  Securities Payable on Redemption Date....................................................     44
</TABLE>

                                      iii

<PAGE>

<TABLE>
<S>                                                                                                                   <C>
         SECTION 1107.  Securities Redeemed in Part..............................................................     44

ARTICLE TWELVE SINKING FUNDS.....................................................................................     44
         SECTION 1201.  Applicability of Article.................................................................     44
         SECTION 1202.  Satisfaction of Sinking Fund Payments with Securities....................................     45
         SECTION 1203.  Redemption of Securities for Sinking Fund................................................     45

ARTICLE THIRTEEN SUBORDINATION...................................................................................     45
         SECTION 1301.  Securities Subordinated to Senior Indebtedness...........................................     45
         SECTION 1302.  No Payment on Securities in Certain Circumstances........................................     45
         SECTION 1303.  Securities Subordinated to Prior Payment of All Senior...................................     46
         SECTION 1304.  Subrogation to Rights of Holders of Senior Indebtedness..................................     47
         SECTION 1305.  Obligations of the Company Unconditional.................................................     47
         SECTION 1306.  Trustee Entitled to Assume Payments Not Prohibited in Absence of Notice..................     48
         SECTION 1307.  Application by Trustee of Amounts Deposited with It......................................     48
         SECTION 1308.  Subordination Rights Not Impaired by Acts or Omissions of the Company
                           or Holders of Senior Indebtedness.....................................................     48
         SECTION 1309.  Trustee to Effectuate Subordination of Securities........................................     48
         SECTION 1310.  Right of Trustee to Hold Senior Indebtedness.............................................     49
         SECTION 1311.  Article Thirteen Not to Prevent Events of Default........................................     49
         SECTION 1312.  No Fiduciary Duty of Trustee to Holders of Senior Indebtedness...........................     49
         SECTION 1313.  Article Applicable to Paying Agent.......................................................     49

ARTICLE FOURTEEN MEETINGS OF HOLDERS OF SECURITIES...............................................................     49
         SECTION 1401.  Purposes for Which Meetings May Be Called................................................     49
         SECTION 1402.  Call, Notice and Place of Meetings.......................................................     50
         SECTION 1403.  Persons Entitled to Vote at Meetings.....................................................     50
         SECTION 1404.  Quorum; Action...........................................................................     50
         SECTION 1405.  Determination of Voting Rights; Conduct and Adjournment of Meetings......................     51
         SECTION 1406.  Counting Votes and Recording Action of Meetings..........................................     51
</TABLE>

                                       iv

<PAGE>

         INDENTURE, dated as of [______________, 200_], between NOBLE
CORPORATION, a Cayman Islands exempted company limited by shares (herein called
the "Company"), having its principal office at 13135 South Dairy Ashford, Suite
800, Sugar Land, Texas 77478, and JPMORGAN CHASE BANK, a national banking
association duly organized and existing under the laws of the United States of
America, as Trustee (herein called the "Trustee"), the office of the Trustee at
which at the date hereof its corporate trust business is principally
administered being 600 Travis Street, Suite 1150, Houston, Texas 77002,
Attention: Corporate Trust Department.

                             RECITALS OF THE COMPANY

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
subordinated debentures, notes or other evidences of indebtedness (herein called
the "Securities"), to be issued in one or more series as provided in this
Indenture.

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

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

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                  ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

         SECTION 101. Definitions.

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

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

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

                  (3)      the words "herein," "hereof" and "hereunder" and
         other words of similar import refer to this Indenture as a whole and
         not to any particular Article, Section or other subdivision.

                  Certain terms, used principally in Article Six, are defined in
Section 102.

         "Act," when used with respect to any Holder, has the meaning specified
in Section 105.

         "Additional Amounts" means any additional amounts that are required by
the express terms of a Security or by or pursuant to a Board Resolution, under
circumstances specified therein or pursuant thereto, to be paid by the

                                        1

<PAGE>

Company with respect to certain taxes, assessments or other governmental charges
imposed on certain Holders and that are owing to such Holders.

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

         "Agent Members" has the meaning specified in Section 203.

         "Authenticating Agent" means any Person, which may include the Company,
authorized by the Trustee to act on behalf of the Trustee pursuant to Section
614 to authenticate Securities of one or more series.

         "Authorized Newspaper" means a newspaper, in the English language or in
an official language of the country of publication, customarily published on
each Business Day, whether or not published on Saturdays, Sundays or holidays,
and of general circulation in the place in connection with which the term is
used or in the financial community of 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 Business Day.

         "Board of Directors" means either the board of directors of the Company
or any duly authorized committee of that board.

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

         "Business Day," when used with respect to any Place of Payment, means
each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which
banking institutions in that Place of Payment or the city in which the Corporate
Trust Office is located are authorized or obligated by law or executive order to
close.

         "Capital Stock" means, with respect to any Person, any and all shares,
interests, rights to purchase (other than convertible or exchangeable
Indebtedness), warrants, options, participations or other equivalents of or
interests (however designated) in stock issued by that Person.

         "Capitalized Lease Obligation" means rental obligations under a lease
that are required to be capitalized for financial reporting purposes in
accordance with generally accepted accounting principles, and the amount of
Indebtedness represented by such obligations shall be the capitalized amount of
such obligations, as determined in accordance with generally accepted accounting
principles.

         "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.

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

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

                                        2

<PAGE>

         "Conversion Event" has the meaning specified in Section 501.

         "Corporate Trust Office" means the principal office of the Trustee at
which at any particular time its corporate trust business shall be principally
administered, which office at the date hereof is that indicated in the
introductory paragraph of this Indenture.

         "Default" means, with respect to the Securities of any series, any
event, act or condition that is, or after notice or the passage of time or both
would be, an Event of Default with respect to Securities of such series.

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

         "Depositary" means, with respect to the Securities of any series
issuable or issued in whole or in part in a global form, the Person designated
as Depositary by the Company pursuant to Section 301 with respect to the
Securities of such series, until a successor Depositary shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Depositary" shall mean or include each Person who is then a Depositary
hereunder, and if at any time there is more than one such person, "Depositary"
as used with respect to the Securities of any series shall mean the Depositary
with respect to the Securities of that series.

         "Designated Senior Indebtedness," unless otherwise provided with
respect to the Securities of a series as contemplated by Section 301, means any
Senior Indebtedness that (i) in the instrument evidencing the same or the
assumption or guarantee thereof (or related documents to which the Company is a
party) is expressly designated as "Designated Senior Indebtedness" for purposes
of this Indenture and (ii) satisfies such other conditions as may be provided
with respect to the Securities of such series; provided that such instruments or
documents may place limitations and conditions on the right of such Senior
Indebtedness to exercise the rights of Designated Senior Indebtedness.

         "Disqualified Capital Stock" means, when used with respect to the
Securities of any series, (a) with respect to any Person, Capital Stock of such
Person that, by its terms or by the terms of any security into which it is
convertible, exercisable or exchangeable, is, or upon the happening of an event
or the passage of time would be, required to be redeemed or repurchased
(including at the option of the holder thereof) by such Person or any Subsidiary
of such Person, in whole or in part, on or prior to the Stated Maturity of the
Securities of such series, and (b) with respect to any Subsidiary of such Person
(including with respect to any Subsidiary of the Company), any Capital Stock
other than any common stock with no preference, privileges, or redemption or
repayment provisions.

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

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

         "Exchange Rate" has the meaning specified in Section 302.

         "Holder," when used with respect to any Security, means the Person in
whose name the Security is registered in the Security Register.

         "Indebtedness" of any Person, unless otherwise provided with respect to
the Securities of a series as contemplated by Section 301, means, without
duplication, the following (whether currently outstanding or hereafter incurred
or created), (i) all liabilities and obligations, contingent or otherwise, of
any such Person (a) in respect of borrowed money (whether or not the recourse of
the lender is to the whole of the assets of such Person or only to a portion
thereof), (b) evidenced by bonds, notes, debentures or similar instruments, (c)
representing the balance deferred and unpaid of the purchase price of any
property or services, except such as would constitute trade payables to trade
creditors in the ordinary course of business that are not more than 90 days past
their original due date, (d) evidenced by bankers' acceptances or similar
instruments issued or accepted by banks, (e) for the payment of money relating
to a Capitalized Lease Obligation or (f) evidenced by a letter of credit or a
reimbursement obligation of such Person with respect to any letter of credit;
(ii) all net obligations of such Person under Interest Swap and Hedging
Obligations; (iii) all liabilities of others of the kind described in the
preceding clause (i) or (ii) that such Person has

                                       3

<PAGE>

guaranteed or that is otherwise its legal liability and all obligations to
purchase, redeem or acquire any Capital Stock; and (iv) any and all deferrals,
renewals, extensions, refinancings, refundings (whether direct or indirect) of,
or amendments, modifications or supplements to, any liability of the kind
described in any of the preceding clauses (i), (ii) or (iii), or this clause
(iv), whether or not between or among the same parties.

         "Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the terms of particular series of Securities established as
contemplated by Section 301 and the provisions of the Trust Indenture Act that
are deemed to be a part of and govern this instrument.

         "Interest," when used with respect to an Original Issue Discount
Security that by its terms bears interest only after Maturity, means interest
payable after Maturity.

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

         "Interest Swap and Hedging Obligation" means any obligation of any
Person pursuant to any interest rate swap agreement, interest rate cap
agreement, interest rate collar agreement, interest rate exchange agreement,
currency exchange agreement or any other agreement or arrangement designed to
protect against fluctuations in interest rates or currency values, including,
without limitation, any arrangement whereby, directly or indirectly, such Person
is entitled to receive from time to time periodic payments calculated by
applying either a fixed or floating rate of interest on a stated notional amount
in exchange for periodic payments made by such Person calculated by applying a
fixed or floating rate of interest on the same notional amount.

         "Judgment Currency" has the meaning specified in Section 506.

         "Junior Security" of a Person means, when used with respect to the
Securities of any series, any Qualified Capital Stock of such Person or any
Indebtedness of such Person that is subordinated in right of payment to the
Securities of such series and has no scheduled installment of principal due, by
redemption, sinking fund payment or otherwise, on or prior to the Stated
Maturity of the Securities of such series.

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

         "Officers' Certificate" means a certificate signed by the Chairman of
the Board, the Chief Executive Officer, the President or a Vice President, and
by the Treasurer, the Controller, the Secretary or an Assistant Treasurer,
Assistant Controller or Assistant Secretary of the Company, and delivered to the
Trustee, which certificate shall be in compliance with Section 103 hereof.

         "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for or an employee of the Company, rendered, if applicable, in
accordance with Section 314(c) of the Trust Indenture Act, which opinion shall
be in compliance with Section 103 hereof.

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

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

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

                  (ii)     Securities for whose payment or redemption money in
         the necessary amount has been theretofore irrevocably deposited with
         the Trustee or any Paying Agent (other than the Company) in trust

                                        4

<PAGE>

         or set aside and segregated in trust by the Company (if the Company
         shall act as its own Paying Agent) for the Holders of such Securities;
         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; and

                  (iii)    Securities that have been paid pursuant to Section
         306 or in exchange for or in lieu of which other Securities have been
         authenticated and delivered pursuant to this Indenture, other than any
         such Securities in respect of which there shall have been presented to
         the Trustee proof satisfactory to it that such Securities are held by a
         bona fide purchaser in whose hands such Securities are valid
         obligations of the Company; provided, however, that in determining
         whether the Holders of the requisite principal amount of the
         Outstanding Securities have given any request, demand, authorization,
         direction, notice, consent or waiver hereunder, or whether a quorum is
         present at a meeting of Holders of Securities, (a) the principal amount
         of an Original Issue Discount Security that shall be deemed to be
         Outstanding for such purposes shall be the principal amount thereof
         that would be due and payable as of the date of such determination upon
         acceleration of the Maturity thereof pursuant to Section 502, (b) the
         principal amount of a Security denominated in a foreign currency shall
         be the U. S. dollar equivalent, determined by the Company on the date
         of original issuance of such Security, of the principal amount (or, in
         the case of an Original Issue Discount Security, the U.S. dollar
         equivalent, determined on the date of original issuance of such
         Security, of the amount determined as provided in (a) above), of such
         Security and (c) Securities owned by the Company or any other obligor
         upon the Securities or any Affiliate of the Company or of such other
         obligor shall be disregarded and deemed not to be Outstanding, except
         that, in determining whether the Trustee shall be protected in relying
         upon any such request, demand, authorization, direction, notice,
         consent or waiver or upon any such determination as to the presence of
         a quorum, only Securities which a Responsible Officer of the Trustee
         knows to be so owned shall be so disregarded. Securities so owned which
         have been pledged in good faith may be regarded as Outstanding if the
         pledgee establishes to the satisfaction of the Trustee the pledgee's
         right so to act with respect to such Securities and that the pledgee is
         not the Company or any other obligor upon the Securities or any
         Affiliate of the Company or of such other obligor.

         "Paying Agent" means any Person, which may include the Company,
authorized by the Company to pay the principal of, premium (if any) or interest
on or any Additional Amounts with respect to any one or more series of
Securities on behalf of the Company.

         "Payment Default" has the meaning specified in Section 1302(a).

         "Payment Notice" has the meaning specified in Section 1302(b).

         "Person" means any individual, corporation, partnership, limited
liability company, joint venture, incorporated or unincorporated association,
joint-stock company, trust, unincorporated organization or government or other
agency or political subdivision thereof or other entity of any kind.

         "Place of Payment," when used with respect to the Securities of any
series, means the place or places where the principal of, premium (if any) or
interest on or any Additional Amounts with respect to the Securities of such
series are payable as specified in accordance with Section 301 subject to the
provisions of Section 1002.

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

         "Qualified Capital Stock" means any Capital Stock of the Company that
is not Disqualified Capital Stock.

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

                                        5

<PAGE>

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

         "Regular Record Date" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 301, or, if not so specified, the first day of the
calendar month of the month of such Interest Payment Date if such Interest
Payment Date is the fifteenth day of the calendar month or the fifteenth day of
the calendar month preceding such Interest Payment Date if such Interest Payment
Date is the first day of a calendar month, whether or not such day shall be a
Business Day.

         "Required Currency" has the meaning specified in Section 506.

         "Responsible Officer," when used with respect to the Trustee, means any
officer of the Trustee 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.

         "Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.

         "Security Custodian" means, with respect to Securities of a series
issued in global form, the Trustee for Securities of such series, acting in its
capacity as custodian with respect to the Securities of such series, or any
successor entity thereto.

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

         "Senior Indebtedness" of the Company, unless otherwise provided with
respect to the Securities of a series as contemplated by Section 301, means (i)
all Indebtedness of the Company, whether currently outstanding or hereafter
issued, unless, by the terms of the instrument creating or evidencing such
Indebtedness, it is provided that such Indebtedness is not superior in right of
payment to the Securities or to other Indebtedness which is pari passu with or
subordinated to the Securities, and (ii) any modifications, refunding,
deferrals, renewals or extensions of any such Indebtedness or securities, notes
or other evidences of Indebtedness issued in exchange for such Indebtedness;
provided that in no event shall "Senior Indebtedness" include (a) Indebtedness
of the Company owed or owing to any Subsidiary of the Company or any officer,
director or employee of the Company or any Subsidiary of the Company, or (b) any
liability for taxes owed or owing by the Company.

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

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

         "Subsidiary" means, as to any Person, a corporation or other entity of
which at least a majority of the outstanding stock or other beneficial interests
having by the terms thereof ordinary voting power to elect a majority of the
full board of directors or other governing body of such corporation or other
entity (irrespective of whether or not at the time stock or other beneficial
interests of any other class or classes of such corporation or other entity
shall have or might have voting power by reason of the happening of any
contingency) is at the time owned by such Person, or by one or more Subsidiaries
of such Person, or by such Person and one or more Subsidiaries of such Person.

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

                                        6

<PAGE>

         "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force
at the date as of which this instrument was executed, except as provided in
Section 905; provided, however, that, in the event the Trust Indenture Act of
1939 is amended after such date, "Trust Indenture Act" means, to the extent
required by any such amendment, the Trust Indenture Act of 1939 as so amended.

         "United States" means the United States of America (including the
States and the District of Columbia) and its "possessions," which include Puerto
Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.

         "United States Alien" means any Person who, for United States federal
income tax purposes, is a foreign corporation, a nonresident alien individual, a
nonresident alien or foreign fiduciary of an estate or trust, or a foreign
partnership.

         "U.S. Government Obligations" has the meaning specified in Section 401.

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

         "Wholly Owned Subsidiary" means, as to any Person, a corporation or
other entity of which all of the outstanding stock or other beneficial interests
having by the terms thereof ordinary voting power to elect a majority of the
full board of directors or other governing body of such corporation or other
entity (irrespective of whether or not at the time stock or other beneficial
interests of any other class or classes of such corporation or other entity
shall have or might have voting power by reason of the happening of any
contingency) is at the time owned by such Person, or by one or more Wholly Owned
Subsidiaries of such Person, or by such Person and one or more Wholly Owned
Subsidiaries of such Person.

         "Yield to Maturity," when used with respect to any Original Issue
Discount Security, means the yield to maturity, if any, set forth on the face
thereof.

         SECTION 102. Incorporation by Reference of Trust Indenture Act.

         Whenever this Indenture refers to a provision of the Trust Indenture
Act, the provision is incorporated by reference in and made a part of this
Indenture. The following Trust Indenture Act terms used in this Indenture have
the following meanings:

         "Bankruptcy Act" means the Bankruptcy Act or Title 11 of the United
States Code.

         "indenture securities" means the Securities.

         "indenture security holder" means a Holder.

         "indenture to be qualified" means this Indenture.

         "indenture trustee" or "institutional trustee" means the Trustee.

         "obligor" on the indenture securities means the Company or any other
obligor on the Securities.

         All terms used in this Indenture that are defined by the Trust
Indenture Act, defined by a Trust Indenture Act reference to another statute or

         defined by Commission rule under the Trust Indenture Act and not
otherwise defined herein have the meanings assigned to them therein.

         SECTION 103. Compliance Certificates and Opinions.

                                        7

<PAGE>

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

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

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

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

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

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

         SECTION 104. Form of Documents Delivered to Trustee.

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

         Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, 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, they may, but need not, be consolidated and
form one instrument.

         SECTION 105. Acts of Holders; Record Dates.

         (a)      Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by 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. Except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments or record or both are
delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments and any such record (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of the Holders signing such instrument or instruments and so voting at any
such meeting. Proof of execution of any such instrument or of a writing
appointing any such agent, or the holding of any

                                        8

<PAGE>

Person of a Security, shall be sufficient for any purpose of this Indenture and
(subject to Section 601) conclusive in favor of the Trustee and the Company, if
made in the manner provided in this Section 105. The record of any meeting of
Holders of Securities shall be proved in the manner provided in Section 1406.

         The Company may set a record date for purposes of determining the
identity of Holders of Securities entitled to vote or consent to any action by
vote or consent authorized or permitted under this Indenture. If a record date
is fixed, those Persons who were Holders of Outstanding Securities at such
record date (or their duly designated proxies), and only those Persons, shall be
entitled with respect to such Securities to take such action by vote or consent
or to revoke any vote or consent previously given, whether or not such Persons
continue to be Holders after such record date. Promptly after any record date is
set pursuant to this paragraph, the Company, at its own expense, shall cause
notice thereof to be given to the Trustee in writing in the manner provided in
Section 106 and to the relevant Holders as set forth in Section 107.

         (b)      The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.

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

         (d)      In determining whether the Holders of the requisite principal
amount of Securities have given any request, demand, authorization, direction,
notice, consent or waiver under this Indenture, 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 would be due and payable
upon a declaration of acceleration of the Maturity thereof pursuant to Section
502 at the time the taking of such action by the Holders of such requisite
principal amount is evidenced to the Trustee for such Securities.

         (e)      Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Holder of any Security shall bind every
future Holder of the same Security and the Holder of every Security issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done, omitted or suffered to be done by the Trustee or
the Company in reliance thereon, whether or not notation of such action is made
upon such Security. Any consent or waiver of the Holder of any Security shall be
irrevocable for a period of six months after the date of execution thereof, but
otherwise any such Holder or subsequent Holder may revoke the request, demand,
authorization, direction, notice, consent or other Act as to his Security or
portion of his Security; provided, however, that such revocation shall be
effective only if the Trustee receives the notice of revocation before the date
the Act becomes effective.

         SECTION 106. Notices, Etc., to Trustee and Company.

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

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

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

                                        9

<PAGE>

         SECTION 107. Notice to Holders; Waiver.

         Where this Indenture provides for notice to Holders of Securities of
any event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to
each Holder affected by such event, at the address of such Holder as it appears
in the Security Register, not later than the latest date, and not earlier than
the earliest date, prescribed for the giving of such notice.

         In 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 to
Holders of Securities 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 any case in which notice to Holders of 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 Security, shall affect the sufficiency
of such notice with respect to other Holders of Securities.

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

         SECTION 108. Conflict With Trust Indenture Act.

         If any provision hereof limits, qualifies or conflicts with any
provision of the Trust Indenture Act or another provision hereof required to be
included in this Indenture by any of the provisions of the Trust Indenture Act,
such provision of the Trust Indenture Act shall control. If any provision of
this Indenture modifies or excludes any provision of the Trust Indenture Act
that may be so modified or excluded, the former provision shall be deemed to
apply to this Indenture as so modified or to be excluded.

         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 shall
bind its successors and assigns, whether or not so expressed.

         SECTION 111. Separability Clause.

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

         SECTION 112. Benefits of Indenture.

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

         SECTION 113. Governing Law.

         This Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of New York, but without giving effect to
applicable principles of conflicts of law to the extent the application of the
laws of another jurisdiction would be required thereby.

                                       10

<PAGE>

         SECTION 114. Legal Holidays.

         In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the
Securities) payment of principal of, premium (if any) and interest on or any
Additional Amounts with respect to Securities of any series need not be made at
such Place of Payment on such date, but may be made on the next succeeding
Business Day at such Place of Payment with the same force and effect as if made
on the Interest Payment Date or Redemption Date, or at the Stated Maturity,
provided that no interest shall accrue with respect to such payment for the
period from and after such Interest Payment Date, Redemption Date or Stated
Maturity, as the case may be.

         SECTION 115. Corporate Obligation.

         No recourse may be taken, directly or indirectly, against any
incorporator, subscriber to the ordinary shares or capital stock, stockholder,
director, member, officer, director or employee of the Company or the Trustee or
of any predecessor or successor of the Company or the Trustee with respect to
the Company's obligations on the Securities or the obligations of the Company or
the Trustee under this Indenture or any certificate or other writing delivered
in connection herewith.

                                  ARTICLE TWO

                                 SECURITY FORMS

         SECTION 201. Forms Generally.

         The Securities of each series shall be in fully registered form and in
substantially such form or forms (including temporary or permanent global form)
as shall be established by or pursuant to a Board Resolution or in one or more
indentures supplemental hereto, in each case with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers of the Company executing
such Securities, as evidenced by their execution of the Securities. If temporary
Securities of any series are issued in global form as permitted by Section 304,
the form thereof shall be established as provided in the preceding sentence. A
copy of the Board Resolution establishing the form or forms of Securities of any
series (or any such temporary global Security) shall be delivered to the Trustee
at or prior to the delivery of the Company Order contemplated by Section 303 for
the authentication and delivery of such Securities (or any such temporary global
Security).

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

         SECTION 202. Form of Trustee's Certificate of Authentication.

         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.

                                             JPMORGAN CHASE BANK,
                                             as Trustee

                                             By:______________________________
                                                Authorized Signatory"

                                       11

<PAGE>

         SECTION 203. Securities in Global Form.

         If Securities of a series are issuable in global form, as contemplated
by Section 301, then, notwithstanding clause (10) of Section 301 and the
provisions of Section 302, any such Security shall represent such of the
Outstanding Securities of such series as shall be specified therein and may
provide that it shall represent the aggregate amount of Outstanding Securities
from time to time endorsed thereon and that the aggregate amount of Outstanding
Securities represented thereby may from time to time be reduced to reflect
exchanges or redemptions. Any endorsement of a Security in global form to
reflect the amount, or any increase or decrease in the amount, of Outstanding
Securities represented thereby shall be made by the Trustee in such manner and
upon instructions given by such Person or Persons as shall be specified in such
Security or in a Company Order to be delivered to the Trustee pursuant to
Section 303 or Section 304. Subject to the provisions of Section 303 and, if
applicable, Section 304, the Trustee shall deliver and redeliver any Security in
permanent global form in the manner and upon instructions given by the Person or
Persons specified in such Security or in the applicable Company Order. With
respect to the Securities of any series that are represented by a Security in
global form, the Company authorizes the execution and delivery by the Trustee of
a letter of representations or other similar agreement or instrument in the form
customarily provided for by the Depositary appointed with respect to such global
Security. Any Security in global form may be deposited with the Depositary or
its nominee, or may remain in the custody of the Security Custodian therefor
pursuant to an agreement between the Trustee and the Depositary. If a Company
Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered,
any instructions by the Company with respect to endorsement or delivery or
redelivery of a Security in global form shall be in writing but need not comply
with Section 103 and need not be accompanied by an Opinion of Counsel.

         Members of, or participants in, the Depositary ("Agent Members") shall
have no rights under this Indenture with respect to any Security issued in
global form held on their behalf by the Depositary, or the Security Custodian as
its custodian, or under such global Security, and the Depositary may be treated
by the Company, the Security Custodian and any agent of the Company or the
Trustee as the absolute owner of such global Security for all purposes
whatsoever. Notwithstanding the foregoing, (i) the registered holder of a
Security of any series issued in global form may grant proxies and otherwise
authorize any Person, including Agent Members and Persons that may hold
interests through Agent Members, to take any action that a Holder of such series
is entitled to take under this Indenture or the Securities of such series and
(ii) nothing herein shall prevent the Company, the Security Custodian or any
agent of the Company or the Security Custodian, from giving effect to any
written certification, proxy or other authorization furnished by the Depositary
or shall impair, as between the Depositary and its Agent Members, the operation
of customary practices governing the exercise of the rights of a beneficial
owner of any Security.

         Notwithstanding Section 305, except as otherwise specified as
contemplated by Section 301, any permanent global Security shall be exchangeable
only as provided in this paragraph. If the beneficial owners of interests in a
permanent global Security are entitled to exchange such interest for Securities
of such series and of like tenor and principal amount of another authorized form
and denomination, as specified as contemplated by Section 301, then without
unnecessary delay but in any event not later than the earliest date on which
such interests may be so exchanged, the Company shall deliver to the Trustee
definitive Securities of that series in an aggregate principal amount equal to
the principal amount of such permanent global Security, executed by the Company.
On or after the earliest date on which such interests may be so exchanged, such
permanent global Security shall be surrendered from time to time in accordance
with instructions given to the Trustee and the Depositary (which instructions
shall be in writing but need not comply with Section 103 or be accompanied by an
Opinion of Counsel) by the Depositary or such other depositary as shall be
specified in the Company Order with respect thereto to the Trustee, as the
Company's agent for such purpose, to be exchanged, in whole or in part, for
definitive Securities of the same series without charge and the Trustee shall
authenticate and deliver, in exchange for each portion of such permanent global
Security, a like aggregate principal amount of other definitive Securities of
the same series of authorized denominations and of like tenor as the portion of
such permanent global Security to be exchanged; 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 that series is to be redeemed and ending
on the relevant Redemption Date. Promptly following any such exchange in part,
such permanent global Security marked to evidence the partial exchange shall be
returned by the Trustee to the Depositary or such other depositary referred to
above in accordance with the instructions of the Company referred to above. If a
definitive Security is issued in exchange for any portion of a permanent global
Security after the close of business at the office or agency where such exchange
occurs on (i) any Regular Record Date and before the opening of business at such
office or agency on the relevant Interest Payment

                                       12

<PAGE>

Date, or (ii) any Special Record Date and before the opening of business at such
office or agency on the related proposed date for payment of Defaulted Interest,
interest or Defaulted Interest, as the case may be, will not be payable on such
Interest Payment Date or proposed date for payment, as the case may be, in
respect of such Security, but will be payable on such Interest Payment Date or
proposed for payment, as the case may be, only to the Person to whom interest in
respect of such portion of such permanent global Security is payable in
accordance with the provisions of this Indenture.

         Notwithstanding Section 305, except as otherwise specified as
contemplated by Section 301, transfers of a Security issued in global form shall
be limited to transfers of such global Security in whole, but not in part, to
the Depositary, its successors or their respective nominees. Interests of
beneficial owners in a Security issued in global form may be transferred in
accordance with the rules and procedures of the Depositary. Securities of any
series shall be transferred to all beneficial owners of a global Security of
such series in exchange for their beneficial interests in that global Security
if, and only if, either (1) the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for the global Security of such
series or at any time the Depositary ceases to be registered under the Exchange
Act, (2) an Event of Default, or an event which, with notice or the lapse of
time or both, would constitute an Event of Default, has occurred with respect to
such series and is continuing and the Security Registrar has received a request
from the Depositary or the Trustee to issue Securities of such series in lieu of
all or a portion of that global Security (in which case the Company shall
deliver Securities of such series within 30 days of such request) or (3) the
Company determines in its sole discretion that a global Security shall be
exchangeable for definitive Securities in registered form.

         In connection with any transfer of a portion of the beneficial interest
in a global Security of any series to beneficial owners pursuant to this Section
203, the Security Registrar shall reflect on its books and records the date and
a decrease in the principal amount of the global Security of that series in an
amount equal to the principal amount of the beneficial interest in the global
Security of that series to be transferred, and the Company shall execute, and
the Trustee upon receipt of a Company Order for the authentication and delivery
of Securities of that series shall authenticate and deliver, one or more
Securities of the same series of like tenor and amount.

         In connection with the transfer of all the beneficial interests in a
global Security of any series to beneficial owners pursuant to this Section 203,
the global Security shall be deemed to be surrendered to the Trustee for
cancellation, and the Company shall execute, and the Trustee shall authenticate
and deliver, to each beneficial owner identified by the Depositary in exchange
for its beneficial interest in the global Security, an equal aggregate principal
amount of Securities of that series of authorized denominations.

         Neither the Company nor the Trustee will have any responsibility or
liability for any aspect of the records relating to, or payments made on account
of, Securities of any series by the Depositary, or for maintaining, supervising
or reviewing any records of the Depositary relating to such Securities. Neither
the Company nor the Trustee shall be liable for any delay by the related global

         Security Holder or the Depositary in identifying the beneficial owners,
and each such Person may conclusively rely on, and shall be protected in relying
on, instructions from such global Security Holder or the Depositary for all
purposes (including with respect to the registration and delivery, and the
respective principal amounts, of the Securities to be issued).

         The provisions of the last sentence of Section 303 shall apply to any
Security in global form if such Security was never issued and sold by the
Company and the Company delivers to the Trustee the Security in global form
together with written instructions (which need not comply with Section 103 and
need not be accompanied by an Opinion of Counsel) with regard to the reduction
in the principal amount of Securities represented thereby, together with the
written statement contemplated by the last sentence of Section 303.

         Notwithstanding the provisions of Sections 201 and 307, unless
otherwise specified as contemplated by Section 301, payment of principal of,
premium (if any) and interest on or any Additional Amounts with respect to any
Security in permanent global form shall be made to the Person or Persons
specified therein.

         Notwithstanding the provisions of Section 308 and except as provided in
the preceding paragraph, the Company, the Trustee and any agent of the Company
or of the Trustee shall treat a Person as the Holder of such

                                       13

<PAGE>

principal amount of Outstanding Securities represented by a global Security as
shall be specified in a written statement, if any, of the Holder of such global
Security which is produced to the Security Registrar by such Holder.

         Global Securities may be issued in either temporary or permanent form.
Permanent global Securities will be issued in definitive form.

                                 ARTICLE THREE

                                 THE SECURITIES

         SECTION 301. Amount Unlimited; Issuable in Series.

         The aggregate principal amount of Securities that may be authenticated
and delivered under this Indenture is unlimited.

         The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution, and set forth in an Officers'
Certificate, or established in one or more indentures supplemental hereto, prior
to the issuance of Securities of any series,

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

                  (2)      any limit upon the aggregate principal amount of the
         Securities of such series which may be authenticated and delivered
         under this Indenture (except for Securities authenticated and delivered
         upon registration of transfer of, or in exchange for, or in lieu of,
         other Securities of such series pursuant to Section 203, 304, 305, 306,
         906 or 1107);

                  (3)      whether Securities of such series are to be issuable
         initially in temporary global form and whether any Securities of such
         series are to be issuable in permanent global form and, if so, whether
         beneficial owners of interests in any such global Security may exchange
         such interests for Securities of such series and of like tenor of any
         authorized form and denomination and the circumstances under which any
         such exchanges may occur, if other than in the manner provided in
         Sections 203 or 305, and the Depositary for any global Security or
         Securities of such series;

                  (4)      the manner in which any interest payable on a
         temporary global Security of such series on any Interest Payment Date
         will be paid if other than in the manner provided in Section 304;

                  (5)      the date or dates on which the principal or premium
         (if any) of the Securities of such series is payable or the method of
         determination thereof;

                  (6)      the rate or rates, or the method of determination
         thereof, at which the Securities of such series shall bear interest, if
         any, whether and under what circumstances Additional Amounts with
         respect to such Securities shall be payable, the date or dates from
         which such interest shall accrue, the Interest Payment Dates on which
         such interest shall be payable and, if other than as set forth in
         Section 101, the Regular Record Date for the interest payable on any
         Securities on any Interest Payment Date;

                  (7)      the place or places where, subject to the provisions
         of Section 1002, the principal of, premium (if any) and interest on or
         any Additional Amounts with respect to the Securities of such series
         shall be payable;

                  (8)      the period or periods within which, the price or
         prices (whether denominated in cash, securities or otherwise) at which
         and the terms and conditions upon which Securities of such series may
         be redeemed, in whole or in part, at the option of the Company, if the
         Company is to have that option, and the manner in which the Company
         must exercise any such option, if different from those set forth
         herein;

                                       14

<PAGE>

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

                  (10)     the denomination in which any Securities of that
         series shall be issuable, if other than denominations of $1,000 and any
         integral multiple thereof;

                  (11)     the currency or currencies (including composite
         currencies), if other than Dollars, or the form, including equity
         securities, other debt securities (including Securities), warrants or
         any other securities or property of the Company or any other Person, in
         which payment of the principal of, premium (if any) and interest on or
         any Additional Amounts with respect to the Securities of such series
         shall be payable;

                  (12)     if the principal of, premium (if any) or interest on
         or any Additional Amounts with respect to the Securities of such series
         are to be payable, at the election of the Company or a Holder thereof,
         in a currency or currencies (including composite currencies) other than
         that in which the Securities are stated to be payable, the currency or
         currencies (including composite currencies) in which payment of the
         principal of, premium (if any) and interest on or any Additional
         Amounts with respect to Securities of such series as to which such
         election is made shall be payable, and the periods within which and the
         terms and conditions upon which such election is to be made;

                  (13)     if the amount of payments of principal of, premium
         (if any) and interest on or any Additional Amounts with respect to the
         Securities of such series may be determined with reference to any
         commodities, currencies or indices, values, rates or prices or any
         other index or formula, the manner in which such amounts shall be
         determined;

                  (14)     if other than the entire principal amount thereof,
         the portion of the principal amount of Securities of such series that
         shall be payable upon declaration of acceleration of the Maturity
         thereof pursuant to Section 502;

                  (15)     any additional means of satisfaction and discharge of
         this Indenture with respect to Securities of such series pursuant to
         Section 401, any additional conditions to discharge pursuant to Section
         401 or 403 and the application, if any, of Section 403;

                  (16)     any deletions or modifications of or additions to the
         definitions set forth in Section 101, Events of Default set forth in
         Section 501 or covenants of the Company set forth in Article Ten
         pertaining to the Securities of such series;

                  (17)     if the Securities of such series are to be
         convertible into or exchangeable for equity securities, other debt
         securities (including Securities), warrants or any other securities or
         property of the Company or any other Person, at the option of the
         Company or the Holder or upon the occurrence of any condition or event,
         the terms and conditions for such conversion or exchange;

                  (18)     whether any of such Securities will be subject to
         certain optional interest rate reset provisions;

                  (19)     the additions or changes, if any, to the Indenture
         with respect to such Securities as shall be necessary to permit or
         facilitate the issuance of such Securities in bearer form, registered
         or not registrable as to principal, and with or without interest
         coupons; and

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

                                       15
<PAGE>

         All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to the Board Resolution referred to above and (subject to Section 303) set
forth, or determined in the manner provided, in the Officers' Certificate
referred to above or in any such indenture supplemental hereto.

         At the option of the Company, interest on the Securities of any series
that bears interest may be paid by mailing a check to the address of any Holder
as such address shall appear in the Security Register.

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

         The Securities shall be subordinated in right of payment to Senior
Indebtedness as provided in Article Thirteen.

         SECTION 302. Denominations.

         The Securities of each series shall be issuable in such denominations
as shall be specified as contemplated by Section 301. In the absence of any such
provisions with respect to the Securities of any series, the Securities of such
series denominated in Dollars shall be issuable in denominations of $1,000 and
any integral multiple thereof. Unless otherwise provided as contemplated by
Section 301 with respect to any series of Securities, any Securities of a series
denominated in a currency other than Dollars shall be issuable in denominations
that are the equivalent, as determined by the Company by reference to the noon
buying rate in The City of New York for cable transfers for such currency

         ("Exchange Rate"), as such rate is reported or otherwise made available
by the Federal Reserve Bank of New York, on the applicable issue date for such
Securities, of $1,000 and any integral multiple thereof.

         SECTION 303. Execution, Authentication, Delivery and Dating.

         The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its Chief Executive Officer, its President, its Treasurer
or one of its Vice Presidents. The signature of any of these officers on the
Securities may be manual or facsimile.

         Securities 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.

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities as in this
Indenture provided and not otherwise.

         If the form or terms of the Securities of a series have been
established in or pursuant to one or more Board Resolutions or any other method
permitted by Sections 201 and 301, in authenticating such Securities, and
accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive, and (subject to
Section 601) shall be fully protected in relying upon, an Opinion of Counsel
stating that,

                  (a)      if the form of such Securities has been established
         in conformity with the provisions of this Indenture;

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

                                       16

<PAGE>

                  (c)      that such Securities when authenticated and delivered
         by the Trustee and issued by the Company in the manner and subject to
         any conditions specified in such Opinion of Counsel, will constitute
         legal, valid and binding obligations of the Company, enforceable in
         accordance with their terms, except as such enforcement is subject to
         the effect of (i) bankruptcy, insolvency, fraudulent conveyance,
         reorganization or other laws relating to or affecting creditors' rights
         and (ii) general principles of equity (regardless of whether such
         enforcement is considered in a proceeding in equity or at law).

If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner not
reasonably acceptable to the Trustee.

         Each Security shall be dated the date of its authentication.

         No Security 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 herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder. Notwithstanding the
foregoing, if any Security shall have been authenticated and delivered hereunder
but never issued and sold by the Company, and the Company shall deliver such
Security to the Trustee for cancellation as provided in Section 309 together
with a written statement (which need not comply with Section 103 and need not be
accompanied by an Opinion of Counsel) stating that such Security has never been
issued and sold by the Company, for all purposes of this Indenture such Security
shall be deemed never to have been authenticated and delivered hereunder and
shall never be entitled to the benefits of this Indenture.

         SECTION 304. Temporary Securities.

         Pending the preparation of definitive Securities of any series, the
Company may execute, and upon Company Order the Trustee shall authenticate and
deliver, temporary Securities that 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 and with such appropriate insertions, omissions,
substitutions and other variations as the officers of the Company executing such
Securities may determine, as evidenced by their execution of such Securities.

         Except in the case of temporary Securities in global form (which shall
be exchanged in accordance with the provisions of the following paragraphs), if
temporary Securities of any series are issued, the Company will cause definitive
Securities of that series to be prepared without unreasonable delay. After the
preparation of definitive Securities of such series, the temporary Securities of
such series shall be exchangeable for definitive Securities of such series upon
surrender of the temporary Securities of such series at the office or agency of
the Company in a Place of Payment for that series, without charge to the Holder.
Upon surrender for cancellation of any one or more temporary Securities of any
series, the Company shall execute and deliver a Company Order requesting the
Trustee to authenticate and deliver and the Trustee shall authenticate and
deliver in exchange therefor a like principal amount of definitive Securities of
the same series of authorized denominations. 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.

         All Outstanding temporary Securities of any series shall in all
respects be entitled to the same benefits under this Indenture as definitive
Securities of the same series and of like tenor authenticated and delivered
hereunder.

         SECTION 305. Registration, Registration of Transfer and Exchange.

         The Company shall cause to be kept for each series of Securities at one
of the offices or agencies maintained pursuant to Section 1002 a register (the
register maintained in such office and in any other office or agency of the
Company in a Place of Payment being herein sometimes collectively referred to as
the "Security Register") in which, subject to such reasonable regulations as it
may prescribe, the Company shall provide for the

                                       17

<PAGE>

registration of Securities and of transfers of Securities of such series. The
Trustee is hereby initially appointed "Security Registrar" for the purpose of
registering Securities and transfers of Securities as herein provided.

         Except as set forth in Section 203 or as may be provided pursuant to
Section 301, upon surrender for registration of transfer of any Security of any
series at the office or agency in a Place of Payment for that series, the
Company shall execute and deliver a Company Order requesting the Trustee to
authenticate and deliver and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Securities of
the same series and of like tenor, of any authorized denominations and of a like
aggregate principal amount.

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

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

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

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

         The Company shall not be required (i) to issue, register the transfer
of or exchange Securities of any series during a period beginning at the opening
of business 15 days before the day of the mailing of a notice of redemption of
Securities of such series selected for redemption and ending at the close of
business on the day of the mailing of the relevant notice of redemption or (ii)
to register the transfer of or exchange any Security so selected for redemption
in whole or in part, except the unredeemed portion of any Security being
redeemed in part.

         SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities.

         If any mutilated Security is surrendered to the Trustee, the Company
shall execute and deliver a Company Order requesting the Trustee to authenticate
and deliver and the Trustee shall authenticate and deliver in exchange therefor
a new Security of the same series and of like tenor and principal amount and
bearing a number not contemporaneously outstanding.

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

         In case any such mutilated, destroyed, lost or stolen Security 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.

                                       18

<PAGE>

         Upon the issuance of any new Security under this Section 306, 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 fee and expenses of the Trustee) connected therewith.

         Every new Security of any series issued pursuant to this Section 306 in
lieu of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that series duly issued hereunder.

         The provisions of this Section 306 are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities.

         SECTION 307. Payment of Interest; Interest Rights Preserved.

         Interest on any Security which is payable, and is punctually paid or
duly provided for, on any Interest Payment Date shall be paid to the Person in
whose name that Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest. Unless
otherwise provided with respect to the Securities of any series, payment of
interest may be made at the option of the Company by check mailed or delivered
to the address of any Person entitled thereto as such address shall appear in
the Security Register.

         Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in clause (1) or (2) below:

                  (1)      The Company may elect to make payment of any
         Defaulted Interest to the Persons in whose names the Securities of such
         series (or their respective Predecessor Securities) are registered at
         the close of business on a Special Record Date for the payment of such
         Defaulted Interest, which shall be fixed in the following manner. The
         Company shall notify the Trustee in writing of the amount of Defaulted
         Interest proposed to be paid on each Security of such series and the
         date of the proposed payment, and at the same time the Company shall
         deposit with the Trustee an amount of money equal to the aggregate
         amount proposed to be paid in respect of such Defaulted Interest or
         shall make arrangements satisfactory to the Trustee for such deposit
         prior to the date of the proposed payment, such money when deposited to
         be held in trust for the benefit of the Persons entitled to such
         Defaulted Interest as in this clause (1) provided. Thereupon the
         Trustee shall fix a Special Record Date for the payment of such
         Defaulted Interest which shall be not more than 15 days and not less
         than 10 days prior to the date of the proposed payment and not less
         than 10 days after the receipt by the Trustee of the notice of the
         proposed payment. The Trustee shall promptly notify the Company of such
         Special Record Date and, in the name and at the expense of the Company,
         shall cause notice of the proposed payment of such Defaulted Interest
         and the Special Record Date therefor to be mailed, first-class postage
         prepaid, to each Holder of Securities of such series at his address as
         it appears in the Security Register, not less than 10 days prior to
         such Special Record Date. The Trustee may, in its discretion, in the
         name and at the expense of the Company, cause a similar notice to be
         published at least once in an Authorized Newspaper, 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 so
         mailed, such Defaulted Interest shall be paid to the Persons in whose
         names the Securities of such series (or their respective Predecessor
         Securities) are registered at the close of business on such Special
         Record Date and shall no longer be payable pursuant to the following
         clause (2).

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

                                       19

<PAGE>

         Subject to the foregoing provisions of this Section 307, each Security
delivered under this Indenture, upon registration of transfer of, 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. Person Deemed Owners.

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

         SECTION 309. Cancellation.

         All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee.
All Securities so delivered shall be promptly canceled by the Trustee. The
Company may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and all Securities so delivered shall be
promptly canceled by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities canceled as provided in this Section 309,
except as expressly permitted by this Indenture. All canceled Securities held by
the Trustee shall be disposed of by the Trustee in accordance with its customary
procedures, unless the Trustee is otherwise directed by a Company Order.

         SECTION 310. Computation of Interest.

         Except as otherwise specified as contemplated by Section 301 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a year comprising twelve 30-day months.

         SECTION 311. CUSIP Numbers.

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

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

         SECTION 401. Satisfaction and Discharge of Indenture.

         This Indenture shall upon Company Request cease to be of further effect
with respect to Securities of a series, and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture with respect to Securities of such series, when

                  (1)      either

                  (A)      all Securities of such series theretofore
                           authenticated and delivered (other than (i)
                           Securities that have been destroyed, lost or stolen
                           and that have been replaced or paid as provided in
                           Section 306, and (ii) Securities for whose payment
                           money has theretofore been deposited in trust or
                           segregated and held in trust by the Company and
                           thereafter

                                       20

<PAGE>

                           repaid to the Company or discharged from such trust,
                           as provided in Section 1003) have been delivered to
                           the Trustee for cancellation;

                  (B)      with respect to all Outstanding Securities of such
                           series not theretofore delivered to the Trustee for
                           cancellation, the Company has deposited or caused to
                           be deposited with the Trustee under the terms of an
                           irrevocable trust agreement in form and substance
                           satisfactory to the Trustee, as trust funds in trust
                           solely for the benefit of the Holders of Outstanding
                           Securities for that purpose, money or U.S. Government
                           Obligations maturing as to principal and interest in
                           such amounts and at such times as will, together with
                           the income to accrue thereon, without consideration
                           of any reinvestment thereof, be sufficient to pay and
                           discharge the entire indebtedness on all Outstanding
                           Securities of such series not theretofore delivered
                           to the Trustee for cancellation for principal of,
                           premium (if any) and interest on or any Additional
                           Amounts with respect to such Securities to the Stated
                           Maturity or any Redemption Date contemplated by the
                           penultimate paragraph of this Section 401, as the
                           case may be; or

                  (C)      the Company has properly fulfilled such other means
                           of satisfaction and discharge as is specified, as
                           contemplated by Section 301, to be applicable to the
                           Securities of such series;

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

                  (3)      the Company has complied with any other conditions
         specified pursuant to Section 301 to be applicable to the discharge of
         Securities of such series pursuant to this Section 401;

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

                  (5)      if the conditions set forth in Section 401(1) (A)

         have not been satisfied, and unless otherwise specified pursuant to
         Section 301 for the Securities of such series, the Company has
         delivered to the Trustee an Opinion of Counsel to the effect that the
         Holders of Securities of such series will not recognize income, gain or
         loss for United States federal income tax purposes as a result of such
         deposit, satisfaction and discharge and will be subject to United
         States federal income tax on the same amount and in the same manner and
         at the same time as would have been the case if such deposit,
         satisfaction and discharge had not occurred; and

                  (6)      no Default or Event of Default with respect to the
         Securities of such issue shall have occurred and be continuing on the
         date of such deposit or, in so far as clause (5) or (6) of Section 501
         is concerned, at any time in 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).

         For the purposes of this Indenture, "U.S. Government Obligations" means
direct noncallable obligations of, or noncallable obligations the payment of
principal of and interest on which is guaranteed by, the United States of
America, or to the payment of which obligations or guarantees the full faith and
credit of the United States of America is pledged, or beneficial interests in a
trust the corpus of which consists exclusively of money or such obligations or a
combination thereof.

         If any Outstanding Securities of such series are to be redeemed prior
to their Stated Maturity, whether pursuant to any optional redemption provisions
or in accordance with any mandatory sinking fund requirement, the trust
agreement referred to in subclause (B) of clause (1) of this Section 401 shall
provide therefor and the Company shall make such arrangements as are
satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Company.

                                       21

<PAGE>

         Notwithstanding the satisfaction and discharge of this Indenture with
respect to the Outstanding Securities of such series pursuant to this Section
401, the obligations of the Company to the Trustee under Section 607, the
obligations of the Company to any Authenticating Agent under Section 614 and,
except for a discharge pursuant to subclause (A) of clause (1) of this Section
401, the obligations of the Company under Sections 305, 306, 404, 1001 and 1002
and the obligations of the Trustee under Section 402 and the last paragraph of
Section 1003 shall survive.

         SECTION 402. Application of Trust Money.

         Subject to the provisions of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Section 401 shall be held in trust
and applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal of, premium (if
any) and interest on or any Additional Amounts with respect to Securities of
such Securities for the payment of which such money has been deposited with the
Trustee.

         SECTION 403. Discharge of Liability on Securities of Any Series.

         If this Section 403 is specified, as contemplated by Section 301, to be
applicable to Securities of any series, the Company shall be deemed to have paid
and discharged the entire indebtedness on all the Outstanding Securities of such
series, the obligation of the Company under this Indenture and the Securities of
such series to pay the principal of, premium (if any) and interest on and any
Additional Amounts with respect to Securities of such series shall cease,
terminate and be completely discharged, and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging such satisfaction and
discharge, when

                  (1)      the Company has complied with the provisions of
         Section 401 of this Indenture (other than any additional conditions
         specified pursuant to Sections 301 and 401(3) and except that the
         Opinion of Counsel referred to in Section 401(5) shall state that it is
         based on a ruling by the Internal Revenue Service or other change since
         the date hereof under applicable Federal income tax law) with respect
         to all Outstanding Securities of such series,

                  (2)      the Company has delivered to the Trustee a Company
         Request requesting such satisfaction and discharge,

                  (3)      the Company has complied with any other conditions
         specified pursuant to Section 301 to be applicable to the discharge of
         Securities of such series pursuant to this Section 403, and

                  (4)      the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent herein provided for relating to the discharge of the
         indebtedness on the Outstanding Securities of such series have been
         complied with.

         Upon the satisfaction of the conditions set forth in this Section 403
with respect to all the Outstanding Securities of any series, the terms and
conditions of such series, including the terms and conditions with respect
thereto set forth in this Indenture, shall no longer be binding upon, or
applicable to, the Company; provided that, the Company shall not be discharged
from any payment obligations in respect of Securities of such series which are
deemed not to be Outstanding under clause (iii) of the definition thereof if
such obligations continue to be valid obligations of the Company under
applicable law or pursuant to Section 305 or 306.

         SECTION 404. Reinstatement.

         If the Trustee or Paying Agent is unable to apply any money or U. S.
Government Obligations deposited with respect to Securities of any series in
accordance with Section 401 by reason of any legal proceeding or by reason of
any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, the Company's obligations
under this Indenture with respect to the Securities of such series and the
Securities of such series shall be revived and reinstated as though no deposit
had occurred pursuant to Section 401 until such time as the Trustee or Paying
Agent is permitted to apply all such money or U.S. Government

                                       22

<PAGE>

Obligations in accordance with Section 401; provided, however, that if the
Company has made any payment of principal of, premium (if any) or interest on or
any Additional Amounts with respect to any Securities because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Securities to receive such payment from the money or U.
S. Government Obligations held by the Trustee or Paying Agent.

                                  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 occasioned by the provisions of Article
Thirteen or be voluntary or involuntary or 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 it is either
inapplicable to a particular series or it is specifically deleted or modified in
or pursuant to the supplemental indenture or Board Resolution establishing such
series of Securities or in the form of Security for such series:

                  (1)      default in the payment of any interest on or any
         Additional Amounts with respect to any Security of that series when
         such interest or Additional Amounts become due and payable, and
         continuance of such default for a period of 60 days; or

                  (2)      default in the payment of the principal of or premium
         (if any) on any Security of that series at its Maturity; or

                  (3)      default in the deposit of any mandatory sinking fund
         payment, when and as due by the terms of a Security of that series, and
         continuance of such default for a period of 60 days; or

                  (4)      default in the performance or breach of any covenant
         of the Company in this Indenture (other than a covenant a default in
         whose performance or whose breach is elsewhere in this Section 501
         specifically dealt with or which has expressly been included in this
         Indenture solely for the benefit of one or more series of Securities
         other than that series), and continuance of such default or breach for
         a period of 90 days after there has been given, by registered or
         certified mail, to the Company by the Trustee or to the Company and the
         Trustee by the Holders of at least 25% in principal amount of all
         Outstanding Securities a written notice specifying such default or
         breach and requiring it to be remedied and stating that such notice is
         a "Notice of Default" hereunder; or

                  (5)      the entry by a court having jurisdiction in the
         premises of (A) a decree or order for relief in respect of the Company
         in an involuntary case or proceeding under any applicable federal or
         state bankruptcy, insolvency, reorganization or other similar law or
         (B) a decree or order adjudging the Company a bankrupt or insolvent, or
         approving as properly filed a petition seeking reorganization,
         arrangement, adjustment or composition of or in respect of the Company
         under any applicable federal or state law, or appointing a custodian,
         receiver, liquidator, assignee, trustee, sequestration or other similar
         official of the Company or of any substantial part of its property, or
         ordering the winding up or liquidation of its affairs, and the
         continuance of any such decree or order for relief or any such other
         decree or order unstayed and in effect for a period of 90 consecutive
         days; or

                  (6)      the commencement by the Company of a voluntary case
         or proceeding under any applicable federal or state bankruptcy,
         insolvency, reorganization or other similar law or of any other case or
         proceeding to be adjudicated a bankrupt or insolvent, or the consent by
         it to the entry of a decree or order for relief in respect of the
         Company in an involuntary case or proceeding under any applicable
         federal or state bankruptcy, insolvency, reorganization or other
         similar law or to the commencement of any bankruptcy or insolvency case
         or proceeding against it, or the filing by it, of a petition or answer
         or consent seeking reorganization or relief under any applicable
         federal or state law, or the consent by it to the filing of

                                       23

<PAGE>

         such petition or to the appointment of or taking possession by a
         custodian, receiver, liquidator, assignee, trustee, sequestrator or
         similar official of the Company or of any substantial part of its
         property, or the making by it of an assignment for the benefit of
         creditors, or the admission by it in writing of its inability to pay
         its debts generally as they become due; or

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

         Notwithstanding the foregoing provisions of this Section 501, if the
principal of, premium (if any) or any interest on or any Additional Amounts with
respect to any Security is payable in a currency or currencies (including a
composite currency) other than Dollars and such currency or currencies are not
available to the Company for making payment thereof due to the imposition of
exchange controls or other circumstances beyond the control of the Company (a
"Conversion Event"), the Company will be entitled to satisfy its obligations to
Holders of the Securities by making such payment in Dollars in an amount equal
to the Dollar equivalent of the amount payable in such other currency, as
determined by the Company by reference to the Exchange Rate, as such Exchange
Rate is certified for customs purposes by the Federal Reserve Bank of New York
on the date of such payment, or, if such rate is not then available, on the
basis of the most recently available Exchange Rate. Notwithstanding the
foregoing provisions of this Section 501, any payment made under such
circumstances in Dollars where the required payment is in a currency other than
Dollars will not constitute an Event of Default under this Indenture.

         Promptly after the occurrence of a Conversion Event with respect to the
Securities of any series, the Company shall give written notice thereof to the
Trustee; and the Trustee, promptly after receipt of such notice, shall give
notice thereof in the manner provided in Section 107 to the Holders of such
series. Promptly after the making of any payment in Dollars as a result of a
Conversion Event with respect to the Securities of any series, the Company shall
give notice in the manner provided in Section 107 to the Holders of such series,
setting forth the applicable Exchange Rate and describing the calculation of
such payments.

         SECTION 502. Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default with respect to any Securities of any series at
the time Outstanding occurs and is continuing, then in every such case the
Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of (i) the series affected by such default (in the case
of an Event of Default described in clause (1), (2), (3) or (7) of Section 501)
or (ii) all series of Securities (in the case of an Event of Default described
in clause (4) of Section 501) may declare the principal amount (or, if any such
Securities are Original Issue Discount Securities, such portion of the principal
amount as may be specified in the terms of that series) of all of the Securities
of the series affected by such default or all series, as the case may be, to be
due and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by Holders), and upon any such declaration such amount shall
become immediately due and payable. If an Event of Default described in clause
(5) or (6) of Section 501 shall occur, the principal amount of the Outstanding
Securities of all series ipso facto shall become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holder.

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

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

                  (A)      all overdue interest on, and any Additional Amounts
                           with respect to, all Securities of that series (or of
                           all series, as the case may be),

                  (B)      the principal of or premium (if any) on any
                           Securities of that series (or of all series, as the
                           case may be) which have become due otherwise than by
                           such declaration of acceleration and interest thereon
                           at the rate or rates prescribed therefor in such
                           Securities (in the case of Original Issue Discount
                           Securities, the Securities' Yield to Maturity),

                                       24

<PAGE>

                  (C)      to the extent that payment of such interest is
                           lawful, interest upon overdue interest and any
                           Additional Amounts at the rate or rates prescribed
                           therefor in such Securities (in the case of Original
                           Issue Discount Securities, the Securities' Yield to
                           Maturity), and

                  (D)      all sums paid or advanced by the Trustee hereunder
                           and the reasonable compensation, expenses,
                           disbursements and advances of the Trustee, its agents
                           and counsel and all other amounts due the Trustee
                           under Section 607; and

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

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

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

         The Company covenants that if

                  (1)      default is made in the payment of any installment of
         interest on, or any Additional Amounts with respect to, any Security of
         any series when such interest or Additional Amounts shall have become
         due and payable and such default continues for a period of 60 days, or

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

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal of, premium (if any) and interest on or any Additional
Amounts with respect to such Securities and, to the extent that payment of such
interest shall be legally enforceable, interest on any overdue principal,
premium (if any) and on any overdue interest or Additional Amounts, at the rate
or rates prescribed therefor in such Securities (or in the case of Original
Issue Discount Securities, the Securities' Yield to Maturity), and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and all other
amounts due the Trustee under Section 607.

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

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

         SECTION 504. Trustee May File Proofs of Claim.

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

                                       25

<PAGE>

(if any), interest on or any Additional Amounts with respect to such Securities)
shall be entitled and empowered, by intervention in such proceeding or
otherwise,

                           (i)      to file and prove a claim for the whole
                  amount of principal (or lesser amount in the case of Original
                  Issue Discount Securities) (and premium, if any) and interest
                  and any Additional Amounts owing and unpaid in respect of the
                  Securities and to file such other papers or documents as may
                  be necessary or advisable to have the claims of the Trustee
                  (including any claim for the reasonable compensation,
                  expenses, disbursements and advances of the Trustee, its
                  agents and counsel) and of the Holders allowed in such
                  judicial proceeding, and

                           (ii)     to collect and receive any 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 to make such payments to the Trustee and, in the event
                  that the Trustee shall consent to the making of such payments
                  directly to the Holders, to pay to the Trustee any amount due
                  it for the reasonable compensation, expenses, disbursements
                  and advances of the Trustee, its agents and counsel, and any
                  other amounts due the Trustee under Section 607.

         Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceedings; provided, however,
that the Trustee may, on behalf of the Holders, vote for the election of a
trustee in bankruptcy or similar official.

         SECTION 505. Trustee May Enforce Claims Without Possession of
                      Securities or Coupons.

         All rights of action and claim under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without possession of any of the
Securities or the production thereof in any proceeding relating thereto; any
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust; after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 607, any
recovery of judgment shall be for the ratable benefit of the Holders of the
Securities in respect of which such judgment has been recovered.

         SECTION 506. Application of Money Collected.

         Subject to Article Thirteen, any money collected by the Trustee
pursuant to this Article Five 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 of, premium (if any) or interest on or any
Additional Amounts with respect to any Securities, upon presentation of the
Securities, 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 under
         Section 607;

                  SECOND: To the payment of the amounts then due and unpaid for
         principal of, premium (if any) and interest on and any Additional
         Amounts with respect to such Securities 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 amounts due and
         payable on such Securities for principal of, premium (if any), interest
         on and Additional Amounts, respectively; and

                  THIRD: The balance, if any, to the Company.

         To the fullest extent allowed under applicable law, if for the purpose
of obtaining judgment against the Company in any court it is necessary to
convert the sum due in respect of the principal of, premium (if any) or interest
on or any Additional Amounts with respect to 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

                                       26

<PAGE>

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 Business Day in The City of New York next preceding that on
which final judgment is given. Neither the Company nor the Trustee shall be
liable for any shortfall nor shall it benefit from any windfall in payments to
Holders of Securities under this Section 506 caused by a change in exchange
rates between the time the amount of a judgment against it is calculated as
above and the time the Trustee converts the Judgment Currency into the Required
Currency to make payments under this Section 506 to Holders of Securities, but
payment of such judgment shall discharge all amounts owed by the Company on the
claim or claims underlying such judgment.

         SECTION 507. Limitation on Suits.

         Subject to Section 508, no Holder of any Security of any series shall
have any right to institute any proceeding, judicial or otherwise, with respect
to this Indenture, or for the appointment of a receiver or trustee, or for any
other remedy hereunder, unless

                  (1)      an Event of Default with respect to Securities of
         such series shall have occurred and be continuing and such Holder has
         previously given written notice to the Trustee of such continuing Event
         of Default;

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

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

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

                  (5)      no direction inconsistent with such written request
         has been given to the Trustee during such 60-day period by the Holders
         of a majority in principal amount of the Outstanding Securities of that
         series; it being understood and intended that no one or more of such
         Holders shall have any right in any manner whatever by virtue of, or by
         availing of, any provision of this Indenture to affect, disturb or
         prejudice the rights of any other of such Holders, or to obtain or to
         seek to obtain priority or preference over any other of such Holders or
         to enforce any right under this Indenture, except in the manner herein
         provided and for the equal and ratable benefit of all of such Holders.

         SECTION 508. Unconditional Right of Holders to Receive Principal,
                      Premium and Interest.

         Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of, premium (if any) and (subject to Section
307) interest on or any Additional Amounts with respect to such Security on the
Stated Maturity or Maturities expressed in such Security (or, in the case of
redemption, on the Redemption Date) and to institute suit for the enforcement of
any such payment on or after such respective dates, and such rights shall not be
impaired or affected without the consent of such Holder.

         SECTION 509. Restoration of Rights and Remedies.

         If the Trustee or any Holder of any Security has instituted any
proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then and in every such
case, the Company, the Trustee and the Holders 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 the Holders shall continue as though no such proceeding had been
instituted.

                                       27

<PAGE>

         SECTION 510. Rights and Remedies Cumulative.

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

         SECTION 511. Delay or Omission Not Waiver.

         No delay or omission of the Trustee or of any Holder of any Securities
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 Five or by
law to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case
may be.

         SECTION 512. Control by Holders.

         With respect to Securities of any series, the Holders of a majority in
principal amount of the Outstanding Securities of such 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, relating to or arising under an Event of Default described in
clause (1), (2), (3) or (7) of Section 501, and with respect to all Securities
the Holders of a majority in principal amount of all Outstanding Securities
shall have the right to direct the time, method and place of conducting any
remedy available to the Trustee, or exercising any trust or power conferred on
the Trustee, not relating to or arising under such an Event of Default, provided
that in each such case

                  (1)      the Trustee shall have the right to decline to follow
         any such direction if the Trustee, being advised by counsel, determines
         that the action so directed may not lawfully be taken or would conflict
         with this Indenture or if the Trustee in good faith shall, by a
         Responsible Officer, determine that the proceedings so directed would
         involve it in personal liability or be unjustly prejudicial to the
         Holders not taking part in such direction, and

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

         SECTION 513. Waiver of Past Defaults.

         Subject to Sections 508 and 902, the Holders of a majority in principal
amount of the Outstanding Securities of any series may on behalf of the Holders
of all the Securities of such series waive any past default hereunder with
respect to such series and its consequences, and the Holders of a majority in
principal amount of all Outstanding Securities may on behalf of the Holders of
all Securities waive any other past default hereunder and its consequences,
except in each case a default

                  (1)      in the payment of the principal of, premium (if any)
         or interest on or any Additional Amounts with respect to any Security,
         or

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

                                       28

<PAGE>

         SECTION 514. 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 an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant. The provisions
of this Section 514 shall not apply to any suit instituted by the Company, by
the Trustee, by any Holder or group of Holders holding in the aggregate more
than 10% in principal amount of the Outstanding Securities of any series, or by
any Holder for the enforcement of the payment of the principal of, premium (if
any) or interest on or any Additional Amounts with respect to any Security on or
after the Stated Maturity or Maturities expressed in such Security (or, in the
case of redemption, on or after the Redemption Date).

         SECTION 515. Waiver of Stay or Extension Laws.

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

                                  ARTICLE SIX

                                  THE TRUSTEE

         SECTION 601. Certain Duties and Responsibilities.

         (a)      Except during the continuance of an Event of Default with
respect to the Securities of any series,

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

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

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

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

                  (1)      this clause (1) shall not be construed to limit the
         effect of subsection (a) of this Section 601;

                                       29

<PAGE>

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

                  (3)      the Trustee shall not be liable with respect to any
         action it takes or omits to take in good faith in accordance with the
         direction of the Holders of a majority in principal amount of the
         Outstanding Securities of any series or of all series, determined as
         provided in Section 512, relating to the time, method and place of
         conducting any proceeding for any remedy available to the Trustee, or
         exercising any trust or power conferred upon the Trustee, under this
         Indenture with respect to the Securities of such series; and

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

         (d)      Whether or not therein expressly so provided, every provision
of this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section 601.

         SECTION 602. Notice of Defaults.

         Within 90 days after the occurrence of any Default or Event of Default
with respect to the Securities of any series, the Trustee shall give notice of
such Default or Event of Default known to the Trustee to all Holders of
Securities of such series in the manner provided in Section 107, unless such
default shall have been cured or waived; provided, however, that, except in the
case of a Default or Event of Default in the payment of the principal of,
premium (if any) or interest on or any Additional Amounts with respect to any
Security of such series or in the payment of any sinking fund installment with
respect to Securities of such series, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee or a trust committee of directors or Responsible Officers of the
Trustee in good faith determine that the withholding of such notice is in the
interest of the Holders of Securities of such series; and provided, further,
that in the case of any Default or Event of Default of the character specified
in Section 501(4) with respect to Securities of such series, no such notice to
Holders shall be given until at least 60 days after the occurrence thereof.

         SECTION 603. Certain Rights of Trustee.

         Subject to the provisions of Section 601:

         (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, other evidence of indebtedness or other paper or document believed
by it to be genuine and to have been signed or presented by the proper party or
parties;

         (b)      any request or direction of the Company mentioned herein shall
be sufficiently evidenced by a Company Request or Company Order and any
resolution of the Board of Directors may be sufficiently evidenced by a Board
Resolution;

         (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
be herein specifically prescribed) may, in the absence of bad faith on its part,
rely upon an 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 this Indenture at the request or direction
of any of the Holders pursuant to this Indenture, unless such Holders shall have
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities that 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, note, coupon, other evidence of indebtedness or other paper or
document, but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee
shall determine to make such further inquiry or investigation, it shall be
entitled to examine the books, records and premises of the Company, personally
or by agent or attorney;

         (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, except for any Affiliates of the Trustee, 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
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 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
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 604. Not Responsible for Recitals or Issuance of Securities.

         The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities. The Trustee shall not be accountable for the use
or application by the Company of Securities or the proceeds thereof.

         SECTION 605. May Hold Securities.

         The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections
608 and 613, may otherwise deal with the Company with the same rights it would
have if it were not Trustee, Authenticating Agent, Paying Agent, Security
Registrar or such other agent.

         SECTION 606. Money Held in Trust.

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

         SECTION 607. Compensation and Reimbursement.

         The Company agrees

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

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<PAGE>

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

                  (3)      to indemnify the Trustee and each of its directors,
         officers, employees, agents and/or representatives for, and to hold
         each of them harmless against, any loss, liability or expense incurred
         without negligence or bad faith on each of 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 the Trustees' powers or duties
         hereunder.

         As security for the performance of the obligations of the Company under
this Section 607, the Trustee shall have a lien prior to the Securities on all
property and funds held or collected by the Trustee as such, except funds held
in trust for the payment of principal of, premium (if any) or interest on or any
Additional Amounts with respect to particular Securities.

         Any expenses and compensation for any services rendered by the Trustee
after the occurrence of an Event of Default specified in clause (5) or (6) of
Section 501 shall constitute expenses and compensation for services of
administration under all applicable federal or state bankruptcy, insolvency,
reorganization or other similar laws.

         The provisions of this Section 607 and any lien arising hereunder shall
survive the resignation or removal of the Trustee or the discharge of the
Company's obligations under this Indenture and the termination of this
Indenture.

         SECTION 608. Disqualification; Conflicting Interests.

         (a)      If the Trustee has or shall acquire any conflicting interest,
as defined in this Section 608, with respect to the Securities of any series, it
shall, within 90 days after ascertaining that it has such conflicting interest,
either eliminate such conflicting interest or resign with respect to the
Securities of that series in the manner and with the effect hereinafter
specified in this Article Six.

         (b)      In the event that the Trustee shall fail to comply with the
provisions of subsection (a) of this Section 608 with respect to the Securities
of any series, the Trustee shall, within 10 days after the expiration of such
90-day period, transmit by mail to all Holders of Securities of that series, as
their names and addresses appear in the Security Register, notice of such
failure.

         (c)      For the purposes of this Section 608, the term "conflicting
interest" shall have the meaning specified in Section 310(b) of the Trust
Indenture Act and the Trustee shall comply with Section 310(b) of the Trust
Indenture Act; provided, that there shall be excluded from the operation of
Section 310 (b) (1) of the Trust Indenture Act with respect to the Securities of
any series any indenture or indentures under which other securities, or
certificates of interest or participation in other securities, of the Company
are outstanding, if the requirements for such exclusion set forth in Section
310(b) (1) of the Trust Indenture Act are met. For purposes of the preceding
sentence, the optional provision permitted by the second sentence of Section 310
(b) (9) of the Trust Indenture Act shall be applicable.

         SECTION 609. Corporate Trustee Required; Eligibility.

         There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia, authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus
of at least $50 million and subject to supervision or examination by federal or
state (or the District of Columbia) authority. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of said supervising or examining authority, then for the purposes of this
Section 609, the combined capital and surplus of such corporation shall be

                                       32

<PAGE>

deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section 609, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article Six.

         The Indenture shall always have a Trustee who satisfies the
requirements of Sections 310 (a) (1), 310 (a) (2) and 310 (a) (5) of the Trust
Indenture Act.

         SECTION 610. 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 Six shall become effective until
the acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 611.

         (b)      The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 611 shall not have been delivered to the resigning 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 to
the Company.

         (d)      If at any time:

                  (1)      the Trustee shall fail to comply with Section 608(a)
         after written request therefor by the Company or by any Holder who has
         been a bona fide Holder of a Security for at least six months, or

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

                  (3)      the Trustee shall become incapable of acting or shall
         be adjudged a bankrupt or insolvent or a receiver of the Trustee or of
         its property shall be appointed or any public officer shall take charge
         or control of the Trustee or of its property or affairs for the purpose
         of rehabilitation, conservation or liquidation, then, in any such case,
         (i) the Company by a Board Resolution may remove the Trustee with
         respect to all Securities, or (ii) subject to Section 514, any Holder
         who has been a bona fide Holder of a Security for at least six months
         may, on behalf of himself and all others similarly situated, petition
         any court of competent jurisdiction for the removal of the Trustee with
         respect to all Securities and the appointment of a successor Trustee or
         Trustees.

         (e)      If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and such successor Trustee
or Trustees shall comply with the applicable requirements of Section 611. If no
successor Trustee with respect to the Securities of any series shall have been
so appointed by the Company and accepted appointment in the manner required by
Section 611, any Holder 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
all Holders of Securities of such series

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<PAGE>

as their names and addresses appear in the Security Register. 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 611. Acceptance of Appointment by Successor.

         (a)      In case of the appointment hereunder of a successor Trustee
with respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.

         (b)      In case of the appointment hereunder of a successor Trustee
with respect to the Securities of one or more (but not all) series, the Company,
the retiring Trustee and each successor Trustee with respect to the Securities
of one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee and
(3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee; and upon the execution and delivery of such supplemental
indenture, the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates; but, on request of the Company or any successor Trustee, such
retiring Trustee shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates.

         (c)      Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts referred
to in paragraph (a) or (b) of this Section 611, as the case may be.

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

         SECTION 612. 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 the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article Six,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then 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 613. Preferential Collection of Claims Against Company.

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<PAGE>

         The Trustee shall comply with Section 311(a) of the Trust Indenture
Act, excluding any creditor relationship described in Section 311 (b) of the
Trust Indenture Act. A Trustee who has resigned or been removed shall be subject
to Section 311 (a) of the Trust Indenture Act to the extent indicated therein.

         SECTION 614. Appointment of Authenticating Agent.

         The Trustee may appoint an Authenticating Agent or Agents that shall be
authorized to act on behalf of the Trustee to authenticate Securities issued
upon original issue and upon exchange, registration of transfer or partial
redemption 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 shall at all times be a corporation organized and
doing business under the laws of the United States of America, any state thereof
or the District of Columbia, having a combined capital and surplus of not less
than $50 million or equivalent amount expressed in a foreign currency and
subject to supervision or examination by federal or state (or the District of
Columbia) authority or authority of such country. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section 614, the combined capital and surplus of such Authenticating
Agent shall be deemed to be its combined capital and surplus as set forth in its
most recent report of condition so published. If at any time an Authenticating
Agent shall cease to be eligible in accordance with the provisions of this
Section 614, such Authenticating Agent shall resign immediately in the manner
and with the effect specified in this Section 614.

         Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section 614, without the execution or filing of any paper or any
further act on the part of the Trustee or the Authenticating Agent.

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 614, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall mail
written notice of such appointment by first-class mail, postage prepaid, to all
Holders as their names and addresses appear in the Security Register. 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 614.

         The Company agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section 614.

         If an appointment is made pursuant to this Section 614, the Securities
may have endorsed thereon, in addition to the Trustee's certificate of
authentication, an alternate certificate of authentication in the following
form:

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

                                   _____________________________________________
                                   As Trustee

                                   By:__________________________________________
                                                As Authenticating Agent

                                   By:__________________________________________
                                                Authorized Signatory

                                       35

<PAGE>

         Notwithstanding any provision of this Section 614 to the contrary, if
at any time any Authenticating Agent appointed hereunder with respect to any
series of Securities shall not also be acting as the Security Registrar
hereunder with respect to any series of Securities, then, in addition to all
other duties of an Authenticating Agent hereunder, such Authenticating Agent
shall also be obligated: (i) to furnish to the Security Registrar promptly all
information necessary to enable the Security Registrar to maintain at all times
an accurate and current Security Register; and (ii) prior to authenticating any
Security denominated in a foreign currency, to ascertain from the Company the
units of such foreign currency that are required to be determined by the Company
pursuant to Section 302.

                                 ARTICLE SEVEN

                HOLDER'S LISTS AND REPORTS BY TRUSTEE AND COMPANY

         SECTION 701. Company to Furnish Trustee Names and Addresses of Holders.

         With respect to each series of Securities, the Company will furnish or
cause to be furnished to the Trustee:

         (a)      semi-annually, not more than 15 days after each Regular Record
Date relating to that series (or, if there is no Regular Record Date relating to
that series, on January 1 and July 1), a list, in such form as the Trustee may
reasonably require, of the names and addresses of the Holders of that series as
of such dates, and

         (b)      at such other times as the Trustee may request in writing,
within 30 days after the receipt by the Company of any such request, a list of
similar form and content, such list to be dated as of a date not more than 15
days prior to the time such list is furnished; provided, that so long as the
Trustee is the Security Registrar, the Company shall not be required to furnish
or cause to be furnished such a list to the Trustee. The Company shall otherwise
comply with Section 310(a) of the Trust Indenture Act.

         SECTION 702. Preservation of Information; Communications to Holders.

         (a)      The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders of each series
contained in the most recent list furnished to the Trustee as provided in
Section 701 and the names and addresses of Holders of each series received by
the Trustee in its capacity as Security Registrar. The Trustee may destroy any
list furnished to it as provided in Section 701 upon receipt of a new list so
furnished. The Trustee shall otherwise comply with Section 310(a) of the Trust
Indenture Act.

         (b)      Holders of Securities may communicate pursuant to Section
312(b) of the Trust Indenture Act with other Holders with respect to their
rights under this Indenture or under the Securities. The Company, the Trustee,
the Security Registrar and any other Person shall have the protection of Section
312(c) of the Trust Indenture Act.

         SECTION 703. Reports by Trustee.

         (a)      Within 60 days after May 15 of each year after the execution
of this Indenture, the Trustee shall transmit by mail to Holders a brief report
dated as of such May 15 that complies with Section 313(a) of the Trust Indenture
Act. The Trustee shall comply with Section 313 (b) of the Trust Indenture Act.
The Trustee shall transmit by mail all reports as required by Sections 313(c)
and 313(d) of the Trust Indenture Act.

                                       36

<PAGE>

         (b)      A copy of each report pursuant to subsection (a) of this
Section 703 shall, at the time of its transmission to Holders, be filed by the
Trustee with each stock exchange upon which any Securities are listed, with the
Commission and with the Company. The Company will notify the Trustee when any
Securities are listed on any stock exchange.

         SECTION 704. Reports by Company.

         The Company shall file with the Trustee, within 15 days after the
Company is required to file the same with the Commission, copies of the annual
reports and of the information, documents and other reports (or copies of such
portions of any of the foregoing as the Commission may from time to time by
rules and regulations prescribe) which the Company may be required to file with
the Commission pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934, as amended, and shall otherwise comply with Section 314(a)
of the Trust Indenture Act.

                                 ARTICLE EIGHT

         CONSOLIDATION, AMALGAMATION, CONVEYANCE, TRANSFER OR LEASE

         SECTION 801. Company May Consolidate, Etc., Only on Certain Terms.

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

                  (1)      either (a) the Company shall be the continuing Person
         or (b) the Person (if other than the Company or any of its
         Subsidiaries) formed by such consolidation or amalgamation or into
         which the Company is merged, or the Person which acquires, by sale,
         lease, conveyance, transfer or other disposition, all or substantially
         all of the assets of the Company, shall expressly assume, by a
         supplemental indenture, the due and punctual payment of the principal
         of (and premium, if any) and interest on or any Additional Amounts with
         respect to the Securities and the performance of the Company's
         covenants and obligations under this Indenture and the Securities;

                  (2)      immediately after giving effect to such transaction,
         and treating any indebtedness that becomes Indebtedness of the Company
         or a Subsidiary of the Company as a result of such transaction as
         having been incurred by the Company or such Subsidiary at the time of
         such transaction, no Default or Event of Default, shall have happened
         and be continuing; and

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

         SECTION 802. Successor Person Substituted.

         Upon any consolidation or amalgamation by the Company with or merger by
the Company into any other Person or any conveyance, transfer or lease of the
properties and assets of the Company substantially as an entirety in accordance
with Section 801, the successor Person formed by such consolidation or into
which the Company is merged or to which such conveyance, transfer or lease is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein, and thereafter, except in
the case of such lease, the predecessor Person shall be relieved of all
obligations and covenants under this Indenture and the Securities.

                                       37

<PAGE>

                                  ARTICLE NINE

                            SUPPLEMENTAL INDENTURES

         SECTION 901. Supplemental Indentures Without Consent of Holders.

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

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

                  (2)      to add to the covenants of the Company for the
         benefit of the Holders of all or any series of Securities (and if such
         covenants are to be for the benefit of less than all series of
         Securities, stating that such covenants are expressly being included
         solely for the benefit of such series) to convey, transfer, assign,
         mortgage or pledge any property to or with the Trustee or otherwise
         secure any series of the Securities or to surrender any right or power
         herein conferred upon the Company; or

                  (3)      to add any additional Events of Default with respect
         to all or any series of the Securities (and, if such Event of Default
         is applicable to less than all series of Securities, specifying the
         series to which such Event of Default is applicable); or

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

                  (5)      to secure the Securities; or

                  (6)      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
         Section 401; provided, however, that any such action shall not
         adversely affect the interest of the Holders of Securities of such
         series or any other series of Securities in any material respect; or

                  (7)      to establish the form or terms of Securities of any
         series as permitted by Sections 201 and 301; or

                  (8)      to evidence and provide for the acceptance of
         appointment hereunder by a successor Trustee with respect to the
         Securities of one or more series and to add to or change any of the
         provisions of this Indenture as shall be necessary to provide for or
         facilitate the administration of the trusts hereunder by more than one
         Trustee, pursuant to the requirements of Section 611(b); or

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

         SECTION 902. Supplemental Indentures With Consent of Holders.

         With the consent of the Holders of a majority in principal amount of
the Outstanding Securities of all series affected by such supplemental indenture
(acting as one class), by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by 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

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<PAGE>

Securities of such series under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby,

                  (1)      change the Stated Maturity of the principal of, or
         any installment of principal of or interest on, any Security, or reduce
         the principal amount thereof or the rate of interest thereon, any
         Additional Amounts with respect thereto or any premium payable upon the
         redemption thereof, or change any obligation of the Company to pay
         Additional Amounts (except as contemplated by Section 801(1) and
         permitted by Section 901(1)), or reduce the amount of the principal of
         an Original Issue Discount Security that would be due and payable upon
         a declaration of acceleration of the Maturity thereof pursuant to
         Section 502, or change any Place of Payment where, or the coin or
         currency or currencies (including composite currencies) in which, any
         Security or any premium or any interest thereon or Additional Amounts
         with respect thereto 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 modify the provisions of this Indenture with respect to the
         subordination of any Security in a manner adverse to the holder
         thereof,

                  (2)      reduce the percentage in principal amount of
         Outstanding Securities, 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

                  (3)      modify any of the provisions of this Section 902,
         Section 513 or Section 1006, except to increase any such percentage or
         to provide with respect to any particular series the right to condition
         the effectiveness of any supplemental indenture as to that series on
         the consent of the Holders of a specified percentage of the aggregate
         principal amount of Outstanding Securities of such series (which
         provision may be made pursuant to Section 301 without the consent of
         any Holder) or to provide that certain other provisions of this
         Indenture cannot be modified or waived without the consent of the
         Holder of each Outstanding Security affected thereby, provided,
         however, that this clause (3) shall not be deemed to require the
         consent of any Holder with respect to changes in the references to "the
         Trustee" and concomitant changes in this Section 902 and Section 1006,
         or the deletion of this proviso, in accordance with the requirements of
         Section 611 (b) and Section 901(7).

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

         It shall not be necessary for any Act of Holders under this Section 902
to approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if such Act shall approve the substance thereof.

         SECTION 903. Execution of Supplemental Indentures.

         In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article Nine or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be entitled
to receive, and (subject to Section 601) 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, immunities or liabilities under this
Indenture or otherwise.

         SECTION 904. Effect of Supplemental Indentures.

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

                                       39

<PAGE>

         SECTION 905. Conformity With Trust Indenture Act.

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

         SECTION 906. Reference in Securities to Supplemental Indentures.

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

                                  ARTICLE TEN

                                   COVENANTS

         SECTION 1001. Payment of Principal, Premium and Interest.

         The Company covenants and agrees for the benefit of the Holders of each
series of Securities that it will duly and punctually pay the principal of,
premium (if any) and interest on and any Additional Amounts with respect to the
Securities of that series in accordance with the terms of the Securities and
this Indenture.

         SECTION 1002. Maintenance of Office or Agency.

         The Company will maintain in the Borough of Manhattan, City of New
York, an office or agency (which may be an office of the Trustee, the Registrar
or the Paying Agent) where Securities may be presented or surrendered for
payment, where Securities may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect of
Securities and this Indenture may be served. Unless otherwise designated by the
Company by written notice to the Trustee, such office or agency shall be the
office of the agent of the Trustee in the City of New York which, on the date
hereof, is located at 55 Water Street, North Building, Room 234, Windows 20 and
21, New York, New York 10041, Attention: Corporate Trust Services. The Company
will give prompt written notice to the Trustee of the location, and any change
in the location, of such office or agency. If at any time the Company shall fail
to maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee and
the Company hereby appoints the Trustee its agent to receive all presentations,
surrenders, notices and demands.

         The Company may also from time to time designate one or more other
offices or agencies where the Securities of one or more series may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office
or agency in each Place of Payment for Securities of any series for such
purposes. The Company will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other
office or agency.

         SECTION 1003. Money for Securities Payments to be Held in Trust.

         If the Company, any Subsidiary or any of their respective Affiliates
shall at any time act as Paying Agent with respect to any series of Securities,
such Paying Agent will, on or before each due date of the principal of, premium
(if any) or interest on or any Additional Amounts with respect to any of the
Securities of that series, segregate and hold in trust for the benefit of the
Persons entitled thereto a sum sufficient to pay the principal, premium (if any)
or interest or any Additional Amounts so becoming due until such sums shall be
paid to such Persons or otherwise disposed of as herein provided and will
promptly notify the Trustee of its action or failure so to act.

                                       40

<PAGE>

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

         The Company will 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 1003, that such Paying Agent will:

                  (1)      hold all sums held by it for the payment of the
         principal of, premium (if any) or interest on or any Additional Amounts
         with respect to Securities of that 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 herein provided;

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

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

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

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of, premium (if any)
or interest on or any Additional Amounts with respect to any Security of any
series and remaining unclaimed for three years after such principal of, premium
(if any) or interest on or any Additional Amounts with respect to any Securities
have become due and payable shall, unless otherwise required by mandatory
provisions of applicable escheat, or abandoned or unclaimed property law, be
paid to the Company on Company Request, or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Security shall thereafter,
as an unsecured general creditor, look only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in an Authorized Newspaper in The Borough of Manhattan, The
City of New York and in such other Authorized Newspapers as the Trustee shall
deem appropriate, notice that such money remains unclaimed and that, after a
date specified herein, which shall not be less than 30 days from the date of
such publication, any unclaimed balance of such money then remaining will,
unless otherwise required by mandatory provisions of applicable escheat, or
abandoned or unclaimed property law, be repaid to the Company.

         SECTION 1004. Existence.

         Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence.

         SECTION 1005. Statement by Officers as to Default.

         The Company will deliver to the Trustee, within 120 days after the end
of each fiscal year of the Company ending after the date hereof so long as any
Security is outstanding hereunder, an Officers' Certificate, complying with
Section 314 (a) (4) of the Trust Indenture Act and stating that a review of the
activities of the Company during such year and of performance under this
Indenture has been made under the supervision of the signers thereof and whether
or not to the best of their knowledge, based upon such review, the Company is in
default in the

                                       41

<PAGE>

performance, observance or fulfillment of any of its covenants and other
obligations under this Indenture, and if the Company shall be in default,
specifying each such default known to them and the nature and status thereof.
One of the officers signing the Officers' Certificate delivered pursuant to this
Section 1005 shall be the principal executive, financial or accounting officer
of the Company.

         For purposes of this Section 1005, such compliance shall be determined
without regard to any period of grace or requirement of notice provided under
this Indenture.

         SECTION 1006. Waiver of Certain Covenants.

         The Company may omit in any particular instance to comply with any
covenant or condition set forth in Sections 1001 through 1005, inclusive, or any
covenant added for the benefit of any series of Securities as contemplated by
Section 301 (unless otherwise specified pursuant to Section 301) if before or
after the time for such compliance the Holders of a majority in principal amount
of the Outstanding Securities of all series affected by such omission (acting as
one class) shall, by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such covenant or condition, but no
such waiver shall extend to or affect such covenant or condition except to the
extent so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such
covenant or condition shall remain in full force and effect.

         SECTION 1007. Additional Amounts.

         If the Securities of a series expressly provide for the payment of
Additional Amounts, the Company will pay to the Holder of any Security of such
series Additional Amounts as expressly provided therein. Whenever in this
Indenture there is mentioned, in any context, the payment of the principal of,
or premium (if any) or interest on any Security of any series or the net
proceeds received from 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 for in this Section 1007 to the extent that, in such context,
Additional Amounts are, were or would be payable in respect thereof pursuant to
the provisions of this Section 1007 and express mention of the payment of
Additional Amounts (if applicable) in any provisions hereof shall not be
construed as excluding Additional Amounts in those provisions hereof where such
express mention is not made.

         If the Securities of a series provide for the payment of Additional
Amounts, at least 10 days prior to the first Interest Payment Date with respect
to that series of Securities (or if the Securities of that series will not bear
interest prior to Maturity, the first day on which a payment of principal and
any premium is made), and at least 10 days prior to each date of payment of
principal and any premium or interest if there has been any change with respect
to the matters set forth in the below-mentioned Officers' Certificate, the
Company shall furnish the Trustee and the Company's principal Paying Agent or
Paying Agents, if other than the Trustee, with an Officers' Certificate
instructing the Trustee and such Paying Agent or Paying Agents whether such
payment of principal of and any premium or interest on the Securities of that
series shall be made to Holders of Securities of that series who are United
States Aliens without withholding for or on account of any tax, assessment or
other governmental charge described in the Securities of that 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 and the Company will pay to such Paying Agent the
Additional Amounts required by this Section 1007. The Company covenants to
indemnify the Trustee and any Paying Agent for, and to hold them harmless
against any loss, liability or expense reasonably incurred without negligence or
bad faith on their part arising out of or in connection with actions taken or
omitted by any of them in reliance on any Officers' Certificate furnished
pursuant to this Section 1007.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

         SECTION 1101. Applicability of Article.

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<PAGE>

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

         SECTION 1102. Election to Redeem; Notice to Trustee.

         Unless otherwise provided with respect to the Securities of a series as
contemplated by Section 301, the election of the Company to redeem any
Securities shall be evidenced by a Board Resolution. In case of any redemption
at the election of the Company of less than all the Securities of any series,
the Company shall, a reasonable period prior to the Redemption Date fixed by the
Company (unless a shorter notice shall be satisfactory to the Trustee), notify
the Trustee of such Redemption Date and of the principal amount of Securities of
such series to be redeemed. In the case of any redemption of Securities prior to
the expiration of any restriction on such redemption provided in the terms of
such Securities or elsewhere in this Indenture, the Company shall furnish the
Trustee with an Officers' Certificate evidencing compliance with such
restriction.

         SECTION 1103. Selection by Trustee of Securities to be Redeemed.

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

         The Trustee shall promptly notify the Company and the Security
Registrar 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 amount 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
107 to each Holder of Securities to be redeemed not less than 30 nor more than
60 days prior to the Redemption Date.

         All notices of redemption shall state:

                  (1)      the Redemption Date,

                  (2)      the Redemption Price,

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

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

                  (5)      the place or places where such Securities are to be
         surrendered for payment of the Redemption Price,

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<PAGE>

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

                  (7)      the "CUSIP" number, if applicable.

         A notice of redemption as contemplated by Section 107 need not identify
particular 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 before 10:00 a.m., New York City time, on any Redemption Date,
the Company shall deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) an amount of money sufficient to pay the Redemption
Price of, and (except if the Redemption Date shall be an Interest Payment Date)
accrued interest on, and any Additional Amounts with respect to, all the
Securities 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. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price, together with accrued interest
(and any Additional Amounts) to the Redemption Date; provided, however, that
installments of interest whose Stated Maturity is on or prior to the Redemption
Date shall be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of Section
307.

         If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal of and premium (if any) shall,
until paid, bear interest from the Redemption Date at the rate prescribed
therefor in the Security or, in the case of Original Issue Discount Securities,
the Securities' Yield to Maturity.

         SECTION 1107. Securities Redeemed in Part.

         Any Security which is to be redeemed only in part shall be surrendered
at a Place of Payment therefor (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities of the same series and Stated Maturity, 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.

         Unless otherwise specified as contemplated by Section 301, the Company
and any Affiliate of the Company may at any time purchase or otherwise acquire
Securities in the open market or by private agreement. Such acquisition shall
not operate as or be deemed for any purpose to be a redemption of the
indebtedness represented by such Securities. Any Securities purchased or
acquired by the Company may be delivered to the Trustee and, upon such delivery,
the indebtedness represented thereby shall be deemed to be satisfied. Section
309 shall apply to all Securities so delivered.

                                       44

<PAGE>

                                 ARTICLE TWELVE

                                  SINKING FUNDS

         SECTION 1201. Applicability of Article.

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

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

         SECTION 1202. Satisfaction of Sinking Fund Payments with Securities.

         The Company (1) may deliver Outstanding Securities of a series (other
than any previously called for redemption) and (2) may apply as a credit
Securities of a series which have been redeemed either at the election of the
Company pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of such series required to be made
pursuant to the terms of such Securities as provided for by the terms of such
series; provided that such Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at the
Redemption Price specified in such Securities for redemption through operation
of the sinking fund and the amount of such sinking payment shall be reduced
accordingly.

         SECTION 1203. Redemption of Securities for Sinking Fund.

         Not less than 45 days prior (unless a shorter period shall be
satisfactory to the Trustee) to each sinking fund payment date for any series of
Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivery of or by crediting Securities of that series pursuant to
Section 1202 and will also deliver to the Trustee any Securities to be so
delivered. Not less than 30 days before each such sinking fund payment date the
Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 1103 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 1104. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1106 and 1107.

                                ARTICLE THIRTEEN

                                  SUBORDINATION

         SECTION 1301. Securities Subordinated to Senior Indebtedness.

         The Company and each Holder of a Security, by his acceptance thereof,
agree that (a) the payment of the principal of, premium (if any) and interest on
and any Additional Amounts with respect to each and all the Securities and (b)
any other payment in respect of the Securities, including on account of the
acquisition or redemption of Securities by the Company, is subordinated, to the
extent and in the manner provided in this Article Thirteen, to the prior payment
in full of all Senior Indebtedness of the Company, whether outstanding at the
date of this Indenture or thereafter created, incurred, assumed or guaranteed,
and that these subordination provisions are for the benefit of the holders of
Senior Indebtedness.

         This Article Thirteen shall constitute a continuing offer to all
Persons who, in reliance upon such provisions, become holders of, or continue to
hold, Senior Indebtedness, and such provisions are made for the benefit of the
holders of Senior Indebtedness, and such holders are made obligees hereunder and
anyone or more of them may enforce such provisions.

         SECTION 1302. No Payment on Securities in Certain Circumstances.

                                       45

<PAGE>

         (a)      No payment shall be made by the Company on account of the
principal of, premium (if any) or interest on or any Additional Amounts with
respect to the Securities of any series or to acquire any of such Securities
(including any repurchases of such Securities pursuant to the provisions hereof
or thereof at the option of the Holder of such Securities) for cash or property
(other than Junior Securities of the Company), or on account of any redemption
provisions of such Securities, in the event of default in payment of any
principal of, premium (if any) or interest on any Senior Indebtedness of the
Company when the same becomes due and payable, whether at maturity or at a date
fixed for prepayment or by declaration or otherwise (a "Payment Default"),
unless and until such Payment Default has been cured or waived or otherwise has
ceased to exist.

         (b)      No payment (by set-off or otherwise) may be made by or on
behalf of the Company on account of the principal of, premium (if any) or
interest on or any Additional Amounts with respect to the Securities of any
series or to acquire any of such Securities (including any repurchases of such
Securities pursuant to the provisions hereof or thereof at the option of the
Holder of such Securities) for cash or property (other than Junior Securities of
the Company), or on account of the redemption provisions of such Securities, in
the event of any event of default (other than a Payment Default) with respect to
any Designated Senior Indebtedness permitting the holders of such Designated
Senior Indebtedness (or a trustee or other representative on behalf of the
holders thereof) to declare such Designated Senior Indebtedness due and payable
prior to the date on which it would otherwise have become due and payable, upon
written notice thereof to the Company and the Trustee by any holders of
Designated Senior Indebtedness (or a trustee or other representative on behalf
of the holders thereof) (the "Payment Notice"), unless and until such event of
default shall have been cured or waived or otherwise has ceased to exist;
provided, that such payments may not be prevented pursuant to this Section
1302(b) for more than 179 days after an applicable Payment Notice has been
received by the Trustee unless the Designated Senior Indebtedness in respect of
which such event of default exists has been declared due and payable in its
entirety, in which case no such payment may be made until such acceleration has
been rescinded or annulled or such Designated Senior Indebtedness has been paid
in full. No event of default that existed or was continuing on the date of any
Payment Notice (whether or not such event of default is on the same issue of
Designated Senior Indebtedness) may be made the basis for the giving of a second
Payment Notice, and only one such Payment Notice may be given in any 365-day
period.

         (c)      In furtherance of the provisions of Section 1301, in the event
that, notwithstanding the foregoing provisions of this Section 1302, any payment
or distribution of assets of the Company (other than Junior Securities of the
Company) shall be received by the Trustee or the Holders of Securities of any
series at a time when such payment or distribution was prohibited by the
provisions of this Section 1302, then, unless such payment or distribution is no
longer prohibited by this Section 1302, such payment or distribution (subject to
the provisions of Section 1307) shall be received and held in trust by the
Trustee or such Holder or Paying Agent for the benefit of the holders of Senior
Indebtedness of the Company, and shall be paid or delivered by the Trustee or
such Holders or such Paying Agent, as the case may be, to the holders of Senior
Indebtedness of the Company remaining unpaid or unprovided for or their
representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing such Senior Indebtedness
of the Company may have been issued, ratably, according to the aggregate amounts
remaining unpaid on account of such Senior Indebtedness of the Company held or
represented by each, for application to the payment of all Senior Indebtedness
in full after giving effect to all concurrent payments and distributions to or
for the holders of such Senior Indebtedness.

         SECTION 1303. Securities Subordinated to Prior Payment of All Senior

         Indebtedness on Dissolution, Liquidation or Reorganization.

         Upon any distribution of assets of the Company or upon any dissolution,
winding up, total or partial liquidation or reorganization of the Company,
whether voluntary or involuntary, in bankruptcy, insolvency, receivership or
similar proceeding or upon assignment for the benefit of creditors,

         (a)      the holders of all Senior Indebtedness of the Company shall
first be entitled to receive payments in full before the Holders of Securities
of any series are entitled to receive any payment on account of the principal
of, premium (if any) or interest on or any Additional Amounts with respect to
such Securities (other than Junior Securities of the Company);

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         (b)      any payment or distribution of assets of the Company of any
kind or character, whether in cash, property or securities (other than Junior
Securities of the Company), to which the Holders of Securities of any series or
the Trustee on behalf of such Holders would be entitled, except for the
provisions of this Article Thirteen, shall be paid by the liquidating trustee or
agent or other Person making such a payment or distribution directly to the
holders of such Senior Indebtedness or their representative, ratably according
to the respective amounts of Senior Indebtedness held or represented by each, to
the extent necessary to make payment in full of all such Senior Indebtedness
remaining unpaid after giving effect to all concurrent payments and
distributions to the holders of such Senior Indebtedness; and

         (c)      in the event that, notwithstanding the foregoing, any payment
or distribution of assets of the Company of any kind or character, whether in
cash, property or securities (other than Junior Securities of the Company),
shall be received by the Trustee or the Holders of Securities of any series or
any Paying Agent (or, if the Company or any Affiliate of the Company is acting
as its own Paying Agent, money for any such payment or distribution shall be
segregated or held in trust) on account of the principal of, premium (if any) or
interest on or any Additional Amounts with respect to the Securities of such
series before all Senior Indebtedness of the Company is paid in full, such
payment or distribution (subject to the provisions of Section 1307) shall be
received and held in trust by the Trustee or such Holder or Paying Agent for the
benefit of the holders of such Senior Indebtedness, or their respective
representatives, ratably according to the respective amounts of such Senior
Indebtedness held or represented by each, to the extent necessary to make
payment as provided herein of all such Senior Indebtedness remaining unpaid
after giving effect to all concurrent payments and distributions and all
provisions therefor to or for the holders of such Senior Indebtedness, but only
to the extent that as to any holder of such Senior Indebtedness, as promptly as
practical following notice from the Trustee to the holders of such Senior
Indebtedness that such prohibited payment has been received by the Trustee,
Holder(s) or Paying Agent (or has been segregated as provided above), such
holder (or a representative therefor) notifies the Trustee of the amounts then
due and owing on such Senior Indebtedness, if any, held by such holder and only
the amounts specified in such notices to the Trustee shall be paid to the
holders of such Senior Indebtedness.

         SECTION 1304. Subrogation to Rights of Holders of Senior Indebtedness.

         Subject to the payment in full of all Senior Indebtedness of the
Company as provided herein, the Holders of the Securities shall be subrogated
(to the extent of the payments or distributions made to the holders of such
Senior Indebtedness pursuant to the provisions of this Article Thirteen) to the
rights of the holders of such Senior Indebtedness to receive payments or
distributions of assets of the Company applicable to the Senior Indebtedness
until all amounts owing on the Securities shall be paid in full. For the purpose
of such subrogation, no such payments or distributions to the holders of such
Senior Indebtedness by the Company, or by or on behalf of the Holders of the
Securities by virtue of this Article Thirteen, which otherwise would have been
made to such Holders shall, as between the Company and such Holders, be deemed
to be payment by the Company or on account of such Senior Indebtedness, it being
understood that the provisions of this Article Thirteen are and are intended
solely for the purpose of defining the relative rights of the Holders of the
Securities, on the one hand, and the holders of such Senior Indebtedness, on the
other hand.

         If any payment or distribution to which the Holders of the Securities
would otherwise have been entitled but for the provisions of this Article
Thirteen shall have been applied, pursuant to the provisions of this Article
Thirteen, to the payment of amounts payable under Senior Indebtedness of the
Company, then such Holders shall be entitled to receive from the holders of such
Senior Indebtedness any payments or distributions received by such holders of
Senior Indebtedness in excess of the amount sufficient to pay all amounts
payable under or in respect of such Senior Indebtedness in full.

         SECTION 1305. Obligations of the Company Unconditional.

         Nothing contained in this Article Thirteen or elsewhere in this
Indenture or in the Securities is intended to or shall impair, as between the
Company and the Holders of the Securities of any series, the obligation of the
Company, which is absolute and unconditional, to pay to such Holders the
principal of, premium (if any) and interest on or any Additional Amounts with
respect to the Securities of such series as and when the same shall become due
and payable in accordance with their terms, or is intended to or shall affect
the relative rights of such Holders and creditors of the Company other than the
holders of the Senior Indebtedness, nor shall anything herein or

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therein prevent the Trustee or any Holder from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture, subject to the
rights, if any, under this Article Thirteen, of the holders of Senior
Indebtedness in respect of cash, property or securities of the Company received
upon the exercise of any such remedy. Notwithstanding anything to the contrary
in this Article Thirteen or elsewhere in this Indenture or in the Securities,
upon any distribution of assets of the Company referred to in this Article
Thirteen, the Trustee, subject to the provisions of Sections 601 and 603, and
the Holders of the Securities shall be entitled to rely upon any order or decree
made by any court of competent jurisdiction in which such dissolution, winding
up, liquidation or reorganization proceedings are pending, or a certificate of
the liquidating trustee or agent or other Person making any distribution to the
Trustee or to such Holders for the purpose of ascertaining the Persons entitled
to participate in such distribution, the holders of the Senior Indebtedness and
other Indebtedness of the Company, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article Thirteen so long as such court has been apprised of
the provisions of, or the order, decree or certificate makes reference to, the
provisions of this Article Thirteen.

         SECTION 1306. Trustee Entitled to Assume Payments Not Prohibited in
                       Absence of Notice.

         The Trustee shall not at any time be charged with knowledge of the
existence of any facts that would prohibit the making of any payment to or by
the Trustee unless and until a Responsible Officer of the Trustee or any Paying
Agent shall have received, no later than two Business Days prior to such
payment, written notice thereof from the Company or from one or more holders of
Senior Indebtedness or from any representative therefor and, prior to the
receipt of any such written notice, the Trustee, subject to the provisions of
Sections 601 and 603, shall be entitled in all respects conclusively to assume
that no such fact exists.

         SECTION 1307. Application by Trustee of Amounts Deposited with It.

         Amounts deposited in trust with the Trustee pursuant to and in
accordance with Article Four shall be for the sole benefit of Holders of the
Securities of series for the benefit of which such amounts were deposited, and,
to the extent allocated for the payment of Securities of such series, shall not
be subject to the subordination provisions of this Article Thirteen. Otherwise,
any deposit of assets with the Trustee or the Paying Agent (whether or not in
trust) for the payment of principal of, premium (if any) or interest on or any
Additional Amounts with respect to any Securities shall be subject to the
provisions of Sections 1301, 1302, 1303 and 1304; provided that if prior to two
Business Days preceding the date on which by the terms of this Indenture any
such assets may become distributable for any purpose (including without
limitation, the payment of either principal of. premium (if any) or interest on
or any Additional Amounts with respect to any Security), the Trustee or such
Paying Agent shall not have received with respect to such assets the written
notice provided for in Section 1306, then the Trustee or such Paying Agent shall
have full power and authority to receive such assets and to apply the same to
the purpose for which they were received, and shall not be affected by any
notice to the contrary that may be received by it on or after such date; and
provided further that nothing contained in this Article Thirteen shall prevent
the Company from making, or the Trustee from receiving or applying, any payment
in connection with the redemption of Securities if the first publication of
notice of such redemption (whether by mail or otherwise in accordance with this
Indenture) has been made, and the Trustee has received such payment from the
Company, prior to the occurrence of any of the contingencies specified in
Section 1302 or 1303.

         SECTION 1308. Subordination Rights Not Impaired by Acts or Omissions of
                       the Company or Holders of Senior Indebtedness.

         No right of any present or future holders of any Senior Indebtedness to
enforce subordination provisions contained in this Article Thirteen shall at any
time in any way be prejudiced or impaired by any act or failure to act on the
part of the Company or by any act or failure to act, in good faith, by any such
holder, or by any noncompliance by the Company with the terms of this Indenture,
regardless of any knowledge thereof that any such holder may have or be
otherwise charged with. The holders of Senior Indebtedness may extend, renew,
modify or amend the terms of the Senior Indebtedness or any security therefor
and release, sell or exchange such security and otherwise deal freely with the
Company, all without affecting the liabilities and obligations of the parties to
this Indenture or the Holders of the Securities.

         SECTION 1309. Trustee to Effectuate Subordination of Securities.

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<PAGE>

         Each Holder of a Security by his acceptance thereof authorizes and
expressly directs the Trustee on his behalf to take such action as may be
necessary or appropriate to effectuate the subordination provisions contained in
this Article Thirteen and to protect the rights of the Holders of the Securities
pursuant to this Indenture, and appoints the Trustee his attorney-in-fact for
such purpose, including, in the event of any dissolution, winding up,
liquidation or reorganization of the Company (whether in bankruptcy, insolvency
or receivership proceedings or upon an assignment for the benefit of creditors
of the Company), the filing of a claim for the unpaid balance of his Securities
in the form required in said proceedings and cause said claim to be approved. If
the Trustee does not file a proper claim or proof of debt in the form required
in such proceeding prior to 30 days before the expiration of the time to file
such claim or claims, then the holders of the Senior Indebtedness or their
representative is hereby authorized to have the right to file and is hereby
authorized to file an appropriate claim for and on behalf of the Holders of said
Securities. Nothing herein contained shall be deemed to authorize the Trustee or
the holders of Senior Indebtedness or their representative to authorize or
consent to or accept or adopt on behalf of any Holder of Securities any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof, or to authorize the Trustee or the holders
of Senior Indebtedness or their representative to vote in respect of the claim
of any Holder of the Securities in any such proceeding.

         SECTION 1310. Right of Trustee to Hold Senior Indebtedness.

         The Trustee in its individual capacity shall be entitled to all of the
rights set forth in this Article Thirteen in respect of any Senior Indebtedness
at any time held by it to the same extent as any other holder of Senior
Indebtedness, and nothing in this Indenture shall be construed to deprive the
Trustee of any of its rights as such holder.

         SECTION 1311. Article Thirteen Not to Prevent Events of Default.

         The failure to make a payment on account of principal of, premium (if
any) or interest on the Securities by reason of any provision of this Article
Thirteen shall not be construed as preventing the occurrence of a Default or an
Event of Default under Section 501 or in any way prevent the Holders of the
Securities from exercising any right hereunder other than the right to receive
payment on the Securities.

         SECTION 1312. No Fiduciary Duty of Trustee to Holders of Senior
                       Indebtedness.

         The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness, and shall not be liable to any such holders
(other than for its willful misconduct or negligence) if it shall in good faith
mistakenly pay over or distribute to the Holders of the Securities or the
Company or any other Person, cash, property or securities to which any holders
of Senior Indebtedness shall be entitled by virtue of this Article Thirteen or
otherwise. Nothing in this Section 1312 shall affect the obligation of any other
such Person to hold such payment for the benefit of, and to pay such payment
over to, the holders of Senior Indebtedness or their representative.

         SECTION 1313. Article Applicable to Paying Agent.

         In case at any time any Payment Agent other than the Trustee shall have
been appointed by the Company and be then acting hereunder, the term "Trustee"
as used in this Article Thirteen shall in such case (unless the context shall
otherwise require) be construed as extending to and including such Payment Agent
within its meaning as fully for all intents and purposes as if such Paying Agent
were named in this Article Thirteen in addition to or in place of the Trustee;
provided, however, that this Section 1313 shall not apply to the Company or any
Affiliate of the Company if it or such Affiliate acts as Paying Agent.

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                                ARTICLE FOURTEEN

                        MEETINGS OF HOLDERS OF SECURITIES

         SECTION 1401. Purposes for Which Meetings May Be Called.

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

         SECTION 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 Houston, Texas, in The Borough of Manhattan,
The City of New York, or in any other location 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
107, not less than 20 nor more than 180 days prior to the date fixed for the
meeting.

         (b)      In case at any time the Company, pursuant to a Board
Resolution, or the Holders of at least 10% in aggregate principal amount of the
Outstanding Securities of any series, shall have requested the Trustee for any
such series 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 made the first publication of the notice of such meeting
within 30 days after receipt of such request or shall not thereafter proceed to
cause the meeting to be held as provided herein, then the Company or the Holders
of Securities of such series in the amount above specified, as the case may be,
may determine the time and the place in Houston, Texas, in The Borough of
Manhattan, The City of New York, or in London, for such meeting and may call
such meeting for such purposes by giving notice thereof as provided in
subsection (a) of this Section 1402.

         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 and its counsel.

         SECTION 1404. Quorum; Action.

         The Persons entitled to vote a majority in aggregate principal amount
of the Outstanding Securities of a series shall constitute a quorum for a
meeting of Holders of Securities of such series. In the absence of a quorum
within 30 minutes of 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. Subject to Section 1405(d), notice of the
reconvening of any adjourned meeting shall be given as provided in Section
1402(a), except that such notice need be given only once not less than five days
prior to the date on which the meeting is scheduled to be reconvened. Notice of
the reconvening of an adjourned meeting shall state expressly that Persons
entitled to vote a majority in principal amount of the Outstanding Securities of
such series shall constitute a quorum.

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

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         Except as limited by the proviso to Section 902, any resolution passed
or decision taken at any meeting of Holders of Securities of any series duly
held in accordance with this Section 1404 shall be binding on all the Holders of
Securities of such series, whether or not present or represented at the meeting.

         SECTION 1405. Determination of Voting Rights; Conduct and Adjournment
                       of Meetings.

         (a) The holding of Securities shall be proved in the manner specified
in Section 105 and the appointment of any proxy shall be proved in the manner
specified in Section 105. 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 105 or other proof.

         (b) The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Holders of Securities as provided in Section 1402(b), in which
case the Company or the Holders of Securities of the series calling the meeting,
as the case may be, shall appoint a temporary chairman. A permanent chairman and
a permanent secretary of the meeting shall be elected by vote of the Persons
entitled to vote a majority in aggregate 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 and each
proxy shall be entitled to one vote for each $1,000 principal amount of the
Outstanding Securities of such series held or represented by him; provided,
however, that no vote shall be cast or counted at any meeting in respect of any
Security challenged as not Outstanding and ruled by the chairman of the meeting
to be not Outstanding. The chairman of the meeting shall have no right to vote,
except as a Holder of a Security of such series or as a 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 aggregate 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 duplicate of all votes cast at the meeting. A record, at least in
duplicate, of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the secretary of the meeting and there shall be
attached to such 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 such 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, 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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         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.

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

                                           NOBLE CORPORATION

                                           By: ___________________________
                                               Name:
                                               Title:

                                           JPMORGAN CHASE BANK

                                           By: ____________________________
                                               Name:
                                               Title:

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