<PAGE>
                                                                     EXHIBIT 4.1
================================================================================


                              MCI WORLDCOM, INC.


                                      To


                        CHASE MANHATTAN TRUST COMPANY,
                             NATIONAL ASSOCIATION

                                    Trustee


                         ____________________________


                               FORM OF INDENTURE


                          Dated as of April __, 2000


                         ____________________________


                                DEBT SECURITIES



================================================================================
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page
<S>                                                                                                            <C>
RECITALS......................................................................................................   1

ARTICLE ONE  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION..........................................   1
SECTION 101.  Definitions.....................................................................................   1
           Act................................................................................................   2
           Additional Amounts.................................................................................   2
           Affiliate..........................................................................................   2
           Authenticating Agent...............................................................................   2
           Authorized Newspaper...............................................................................   2
           Board of Directors.................................................................................   2
           Board Resolution...................................................................................   2
           Business Day.......................................................................................   2
           Capital Lease Obligations..........................................................................   2
           Capital Stock......................................................................................   2
           Commission.........................................................................................   3
           Common Stock.......................................................................................   3
           Company............................................................................................   3
           Company Request and Company Order..................................................................   3
           Consolidated Net Tangible Assets...................................................................   3
           Corporate Trust Office.............................................................................   3
           Corporation........................................................................................   3
           Defaulted Interest.................................................................................   3
           Depositary.........................................................................................   3
           Dollar or $........................................................................................   3
           Event of Default...................................................................................   3
           Exchange Rate Agent................................................................................   3
           Exchange Rate Officer's Certificate................................................................   4
           Foreign Currency...................................................................................   4
           GAAP...............................................................................................   4
           Global Security....................................................................................   4
           Government Obligations.............................................................................   4
           Holder.............................................................................................   4
           Indenture..........................................................................................   4
           Indexed Security...................................................................................   5
           Interest...........................................................................................   5
           Interest Payment Date..............................................................................   5
           Lien...............................................................................................   5
           Market Exchange Rate...............................................................................   5
           Maturity...........................................................................................   5
           Officers' Certificate..............................................................................   5
           Opinion of Counsel.................................................................................   5
           Original Issue Discount Security...................................................................   5
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                                                             <C>
           Outstanding........................................................................................   6
           Paying Agent.......................................................................................   7
           Permitted Liens....................................................................................   7
           Person.............................................................................................   7
           Place of Payment...................................................................................   8
           Predecessor Security...............................................................................   8
           Preferred Stock....................................................................................   8
           Property...........................................................................................   8
           Receivables Subsidiary.............................................................................   8
           Redemption Date....................................................................................   8
           Redemption Price...................................................................................   8
           Regular Record Date................................................................................   8
           Repayment Date.....................................................................................   8
           Responsible Officer................................................................................   8
           Restricted Subsidiary..............................................................................   8
           Sale and Leaseback Transaction.....................................................................   9
           Security...........................................................................................   9
           Security Register and Security Registrar...........................................................   9
           Special Record Date................................................................................   9
           Stated Maturity....................................................................................   9
           Subsidiary.........................................................................................   9
           Trust Indenture Act or TIA.........................................................................   9
           Trustee............................................................................................   9
           United States......................................................................................   9
           United States person...............................................................................  10
           Yield to Maturity..................................................................................  10
SECTION 102.  Compliance Certificates and Opinions............................................................  10
SECTION 103.  Form of Documents Delivered to Trustee..........................................................  10
SECTION 104.  Acts of Holders.................................................................................  11
SECTION 105.  Notices, etc., to Trustee and Company...........................................................  12
SECTION 106.  Notice to Holders; Waiver.......................................................................  12
SECTION 107.  Effect of Headings and Table of Contents........................................................  12
SECTION 108.  Successors and Assigns..........................................................................  12
SECTION 109.  Separability Clause.............................................................................  12
SECTION 110.  Benefits of Indenture...........................................................................  13
SECTION 111.  Governing Law...................................................................................  13
SECTION 112.  Legal Holidays..................................................................................  13

ARTICLE TWO SECURITIES FORMS..................................................................................  13
SECTION 201.  Forms of Securities.............................................................................  13
SECTION 202.  Form of Trustee's Certificate of Authentication.................................................  14
SECTION 203.  Securities Issuable in Global Form..............................................................  14

ARTICLE THREE THE SECURITIES..................................................................................  15
SECTION 301.  Amount Unlimited; Issuable in Series............................................................  15
SECTION 302.  Denominations...................................................................................  17
SECTION 303.  Execution, Authentication, Delivery and Dating..................................................  18
</TABLE>

                                      ii
<PAGE>

<TABLE>
<S>                                                                                                               <C>
SECTION 304.  Temporary Securities..............................................................................  19
SECTION 305.  Registration, Registration of Transfer and Exchange...............................................  20
SECTION 306.  Mutilated, Destroyed, Lost and Stolen Securities..................................................  22
SECTION 307.  Payment of Interest; Interest Rights Preserved; Optional Interest Reset...........................  23
SECTION 308.  Extension of Maturity.............................................................................  25
SECTION 309.  Persons Deemed Owners.............................................................................  26
SECTION 310.  Cancellation......................................................................................  27
SECTION 311.  Computation of Interest...........................................................................  27
SECTION 312.  Appointment and Resignation of Successor Exchange Rate Agent......................................  27

ARTICLE FOUR SATISFACTION AND DISCHARGE.........................................................................  28
SECTION 401.  Satisfaction and Discharge of Indenture...........................................................  28
SECTION 402.  Application of Trust Funds........................................................................  29

ARTICLE FIVE REMEDIES...........................................................................................  29
SECTION 501.  Events of Default.................................................................................  29
SECTION 502.  Acceleration of Maturity; Rescission and Annulment................................................  30
SECTION 503.  Collection of Indebtedness and Suits for Enforcement by Trustee...................................  31
SECTION 504.  Trustee May File Proofs of Claim..................................................................  32
SECTION 505.  Trustee May Enforce Claims Without Possession of Securities.......................................  33
SECTION 506.  Application of Money Collected....................................................................  33
SECTION 507.  Limitation on Suits...............................................................................  33
SECTION 508.  Unconditional Right of Holders to Receive Principal, Premium, if any, and Interest and Additional
                    Amounts.....................................................................................  34
SECTION 509.  Restoration of Rights and Remedies................................................................  34
SECTION 510.  Rights and Remedies Cumulative....................................................................  34
SECTION 511.  Delay or Omission Not Waiver......................................................................  34
SECTION 512.  Control by Holders................................................................................  34
SECTION 513.  Waiver of Past Defaults...........................................................................  35
SECTION 514.  Waiver of Usury, Stay or Extension Laws...........................................................  35
SECTION 515.  Undertaking for Costs.............................................................................  35

ARTICLE SIX THE TRUSTEE.........................................................................................  35
SECTION 601.  Notice of Defaults................................................................................  35
SECTION 602.  Certain Rights of Trustee.........................................................................  36
SECTION 603.  Not Responsible for Recitals or Issuance of Securities............................................  37
SECTION 604.  May Hold Securities...............................................................................  37
SECTION 605.  Money Held in Trust...............................................................................  37
SECTION 606.  Compensation and Reimbursement....................................................................  37
SECTION 607.  Corporate Trustee Required; Eligibility; Conflicting Interests....................................  38
SECTION 608.  Resignation and Removal; Appointment of Successor.................................................  39
SECTION 609.  Acceptance of Appointment by Successor............................................................  40
SECTION 610.  Merger, Conversion, Consolidation or Succession to Business.......................................  41
SECTION 611.  Appointment of Authenticating Agent...............................................................  41

ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY.................................................  43
SECTION 701.  Disclosure of Names and Addresses of Holders......................................................  43
</TABLE>

                                      iii
<PAGE>

<TABLE>
<S>                                                                                                              <C>
SECTION 702.  Reports by Trustee...............................................................................  43
SECTION 703.  Reports by Company...............................................................................  43
SECTION 704.  Company to Furnish Trustee Names and Addresses of Holders........................................  43

ARTICLE EIGHT  CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE................................................  44
SECTION 801.  Consolidations and Mergers of Company and Sales, Leases and Conveyances Permitted Subject to
                    Certain Conditions.........................................................................  44
SECTION 802.  Rights and Duties of Successor Corporation.......................................................  44
SECTION 803.  Officers' Certificate and Opinion of Counsel.....................................................  45

ARTICLE NINE  SUPPLEMENTAL INDENTURES..........................................................................  45
SECTION 901.  Supplemental Indentures Without Consent of Holders...............................................  45
SECTION 902.  Supplemental Indentures with Consent of Holders..................................................  46
SECTION 903.  Execution of Supplemental Indentures.............................................................  47
SECTION 904.  Effect of Supplemental Indentures................................................................  47
SECTION 905.  Conformity with Trust Indenture Act..............................................................  47
SECTION 906.  Reference in Securities to Supplemental Indentures...............................................  47

ARTICLE TEN  COVENANTS.........................................................................................  48
SECTION 1001.  Payment of Principal, Premium, if any, and Interest and Additional Amounts......................  48
SECTION 1002.  Maintenance of Office or Agency.................................................................  48
SECTION 1003.  Money for Securities Payments to Be Held in Trust...............................................  48
SECTION 1004. Limitation on Liens..............................................................................  50
SECTION 1005.  Statement as to Compliance......................................................................  50
SECTION 1006.  Additional Amounts..............................................................................  50

ARTICLE ELEVEN  REDEMPTION OF SECURITIES.......................................................................  51
SECTION 1101.  Applicability of Article........................................................................  51
SECTION 1102.  Election to Redeem; Notice to Trustee...........................................................  51
SECTION 1103.  Selection by Trustee of Securities to Be Redeemed...............................................  52
SECTION 1104.  Notice of Redemption............................................................................  52
SECTION 1105.  Deposit of Redemption Price.....................................................................  53
SECTION 1106.  Securities Payable on Redemption Date...........................................................  53
SECTION 1107.  Securities Redeemed in Part.....................................................................  53

ARTICLE TWELVE  SINKING FUNDS..................................................................................  54
SECTION 1201.  Applicability of Article........................................................................  54
SECTION 1202.  Satisfaction of Sinking Fund Payments with Securities...........................................  54
SECTION 1203.  Redemption of Securities for Sinking Fund.......................................................  54

ARTICLE THIRTEEN  REPAYMENT AT THE OPTION OF HOLDERS...........................................................  55
SECTION 1301.  Applicability of Article........................................................................  55
SECTION 1302.  Repayment of Securities.........................................................................  55
SECTION 1303.  Exercise of Option..............................................................................  55
SECTION 1304.  When Securities Presented for Repayment Become Due and Payable..................................  56
SECTION 1305.  Securities Repaid in Part.......................................................................  56
</TABLE>

                                      iv
<PAGE>

<TABLE>
<S>                                                                                                              <C>
ARTICLE FOURTEEN  DEFEASANCE AND COVENANT DEFEASANCE...........................................................  56
SECTION 1401.  Applicability of Article; Company's Option to Effect Defeasance or Covenant Defeasance..........  56
SECTION 1402.  Defeasance and Discharge........................................................................  57
SECTION 1403.  Covenant Defeasance.............................................................................  57
SECTION 1404.  Conditions to Defeasance or Covenant Defeasance.................................................  57
SECTION 1405.  Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions..  59
</TABLE>

                                       v
<PAGE>

                              MCI WORLDCOM, INC.


             Reconciliation and tie between Trust Indenture Act of
                1939 and Indenture, dated as of April __, 2000

<TABLE>
<CAPTION>
Trust Indenture Act Section                                                         Indenture Section
<S>                                                                                 <C>
 .   310(a)(1)......................................................................     607
       (a)(2)......................................................................     607
       (b).........................................................................     607, 608
 .   312(c).........................................................................     701
 .   313(a).........................................................................     702
       (c).........................................................................     702
 .   314(a).........................................................................     703
       (a)(4)......................................................................     1005
       (c)(1)......................................................................     102
       (c)(2)......................................................................     102
       (e).........................................................................     102
 .   315(b).........................................................................     601
 .   316(a)  (last sentence)........................................................     101 ("Outstanding")
       (a)(1)(A)...................................................................     502, 512
       (a)(1)(B)...................................................................     513
       (b).........................................................................     508
 .   317(a)(1)......................................................................     503
       (a)(2)......................................................................     504
 .   318(a).........................................................................     111
       (c).........................................................................     111
</TABLE>

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

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

                                      vi
<PAGE>

  INDENTURE, dated as of April __, 2000, between MCI WORLDCOM, INC., a Georgia
corporation (hereinafter called the "Company"), having its principal office at
515 East Amite Street, Jackson, Mississippi 39201, and CHASE MANHATTAN TRUST
COMPANY, NATIONAL ASSOCIATION, as Trustee hereunder (hereinafter called the
"Trustee"), having its Corporate Trust Office at One Oxford Centre, Suite 1100,
Pittsburgh, Pennsylvania 15219.

                            RECITALS OF THE COMPANY

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

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

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

  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                  ARTICLE ONE


            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

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

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

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

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

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

                                       1
<PAGE>

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

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

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

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

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

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

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

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

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

  "Capital Lease Obligations" means indebtedness represented by obligations
   -------------------------
under a lease that is required to be capitalized for financial reporting
purposes in accordance with GAAP and the amount of such indebtedness shall be
the capitalized amount of such obligations determined in accordance with GAAP.
For purposes of Section 1004, a Capital Lease Obligation shall be deemed secured
by a Lien on the Property being leased.

   "Capital Stock" means, with respect to any Person, any and all shares or
    -------------
other equivalents (however designated) of corporate stock, partnership interest
or any other participation, right, warrant, option or other interest in the
nature of an equity interest in such person, but excluding any debt security
convertible or exchangeable into such equity interest.

                                       2
<PAGE>

  "Commission" means the Securities and Exchange Commission, as from time to
   ----------
time constituted, created under the Securities Exchange Act of 1934, or, if at
any time after execution of this instrument such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act, then the
body performing such duties on such date.

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

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

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

  "Consolidated Net Tangible Assets" means, at any time, the consolidated total
   --------------------------------
assets of the Company and its Subsidiaries as reflected in the Company's then
most recent balance sheet prepared in accordance with GAAP, less (i) current
liabilities (excluding current maturities of long-term debt and Capital Lease
Obligations) and (ii) goodwill, trademarks, patents and minority interests of
others.

  "Corporate Trust Office" means the office of the Trustee or any of its
   ----------------------
affiliates at which, at any particular time, its corporate trust business shall
be administered, which office at the date hereof is located at One Oxford
Centre, Suite 1100, Pittsburgh, Pennsylvania 15219.

  "Corporation" includes corporations, associations, companies and business
   -----------
trusts.

  "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 the form of one or more Global Securities, the
Person designated as Depositary by the Issuer pursuant to Section 301 until a
successor Depositary shall have become such pursuant to the  applicable
provisions hereof, 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 such
series shall mean the Depositary with respect to the Securities of that series.

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

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

  "Exchange Rate Agent", with respect to Securities of or within any series,
   -------------------
means, unless otherwise specified with respect to any Securities pursuant to
Section 301, a New York Clearing House bank designated pursuant to Section 301
or Section 312.

                                       3
<PAGE>

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

  "Foreign Currency" means any currency, currency unit or composite currency
   ----------------
issued by the government of one or more countries, other than the United States
of America, or by any recognized confederation or association of such
governments.

  "GAAP" means United States generally accepted accounting principles as in
   ----
effect as of the date of determination, unless stated otherwise.

  "Global Security" means a Security evidencing all or a part of a series of
   ---------------
Securities, issued to the Depositary for such series in accordance with Section
301, and bearing the legend prescribed in Section 301.

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

  "Holder" means the Person in whose name a Security is registered in the
   ------
Security Register.

  "Indenture" means this instrument as originally executed or as it may from
   ---------
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, and shall
include the terms of particular series of Securities established as contemplated
by Section 301; provided, however, that, if at any time more than one Person is
                --------  -------
acting as Trustee under this instrument, "Indenture" shall mean, with respect to
                                          ---------
any one or more series of Securities for which such Person is Trustee, this
instrument as originally executed or as it may from time to time be supplemented
or amended by one or more indentures supplemental hereto entered into pursuant
to the applicable provisions hereof and shall include the terms of the or those
particular series of Securities for which such Person is Trustee established as
contemplated by Section 301, exclusive, however, of any provisions or terms
which relate solely to other series of Securities for which such Person is
Trustee, regardless of when such terms or provisions were adopted, and exclusive
of any provisions or terms adopted

                                       4
<PAGE>

by means of one or more indentures supplemental hereto executed and delivered
after such Person had become such Trustee but to which such Person, as such
Trustee, was not a party.

  "Indexed Security" means a Security the terms of which provide that the
  7 ----------------
principal amount thereof payable at Stated Maturity may be more or less than the
principal face amount thereof at original issuance.

  "Interest", when used with respect to an Original Issue Discount Security
   --------
which by its terms bears interest only after Maturity, shall mean interest
payable after Maturity, and, when used with respect to a Security which provides
for the payment of Additional Amounts pursuant to Section 1006, includes such
Additional Amounts.

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

  "Lien" means, with respect to any Property of any Person, any mortgage or deed
   ----
of trust, pledge, hypothecation, assignment, deposit arrangement, security
interest, lien, charge, easement or zoning restriction (other than any easement
or zoning restriction not materially impairing usefulness or marketability),
encumbrance, preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever on or with respect to such Property
including any Capital Lease Obligation, conditional sale or other title
retention agreement having substantially the same economic effect as any of the
foregoing or any Sale and Leaseback Transaction.

  "Market Exchange Rate" means, for any amount in respect of Securities of any
   --------------------
series which is expressed in a currency other than U.S. dollars (unless
otherwise provided in respect of such series pursuant to Section 301), the
amount in U.S. dollars calculated by the Exchange Rate Agent on the basis of the
highest bid quotation in the City of New York received by the Exchange Rate
Agent as of 11:00 a.m., New York time, on the Business Day as of which the
Market Exchange Rate is to be determined, from three recognized dealers (one of
which may be the Exchange Rate Agent) for the purchase by the quoting dealer of
such other currency for settlement on such date in the aggregate amount of such
other currency in respect of which the Market Exchange Rate is being determined,
and at which the applicable dealer commits to execute an exchange contract.

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

  "Officers' Certificate'" means a certificate signed by the Chairman of the
   ----------------------
Board of Directors, the President or a Vice President and by the Treasurer, an
Assistant Treasurer, the Secretary or an Assistant Secretary of the Company, and
delivered to the Trustee.

  "Opinion of Counsel" means a written opinion of counsel, who may be counsel
   ------------------
for the Company or who may be an employee of or other counsel for the Company.

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

                                       5
<PAGE>

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

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

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

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

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

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

                                       6
<PAGE>

act with respect to such Securities and that the pledgee is not the Company or
any other obligor upon the Securities or any Affiliate of the Company or of such
other obligor.

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

  "Permitted Liens" means (i) Liens existing on the date of this Indenture; (ii)
   ---------------
Liens on Property existing at the time of acquisition thereof or to secure the
payment of all or any part of the purchase price thereof or to secure any
indebtedness incurred prior to, at the time of or within 270 days after the
acquisition of such Property for the purpose of financing all or any part of the
purchase price thereof; (iii) Liens securing indebtedness owing by a Restricted
Subsidiary to the Company or any wholly-owned Subsidiary of the Company; (iv)
Liens on Property of any entity, or on the stock, indebtedness or other
obligations of such entity, existing at the time (a) such entity becomes a
Restricted Subsidiary, (b) such entity is merged into or consolidated with the
Company or a Restricted Subsidiary or (c) the Company or a Restricted Subsidiary
acquires all or substantially all of the assets of such entity; provided that no
such Lien extends to any other Property of the Company or any other Restricted
Subsidiary; (v) Liens on Property to secure any indebtedness incurred to provide
funds for all or any part of the cost of development of or improvements to such
Property; (vi) Liens on the Property of the Company or any of its Subsidiaries
securing (a) nondelinquent performance of bids or contracts (other than for
borrowed money, obtaining of advances or credit or the securing of debt), (b)
contingent obligations on surety and appeal bonds and (c) other nondelinquent
obligations of a like nature, in each case, incurred in the ordinary course of
business; (vii) Liens securing Capital Lease Obligations, provided that (a) any
such Lien attaches to the Property within 270 days after the acquisition thereof
and (b) such Lien attaches solely to the Property so acquired; (viii) Liens
arising solely by virtue of any statutory or common law provision relating to
banker's liens, rights of set-off or similar rights and remedies as to deposit
account or other funds, provided that such deposit account is not a dedicated
cash collateral account and is not subject to restrictions against access by the
Company in excess of those set forth by regulations promulgated by the Federal
Reserve Board and such deposit account is not intended by the Company or any
Subsidiary to provide collateral to the depository institution; (ix) pledges or
deposits under worker's compensation laws, unemployment insurance laws or
similar legislation; (x) statutory and tax Liens for sums not yet due or
delinquent or which are being contested or appealed in good faith by appropriate
proceedings; (xi) Liens arising solely by operation of law and in the ordinary
course of business, such as mechanics', materialmen's, warehousemen's and
carriers' Liens and Liens of landlords or of mortgages of landlords on fixtures
and movable Property located on premises leased in the ordinary course of
business; (xii)  Liens on personal Property, other than shares of stock or
indebtedness of any Restricted Subsidiary, to secure loans maturing not more
than one year from the date of the creation thereof and on accounts receivable
associated with a receivables financing program of the Company or any of its
Subsidiaries; and (xiii) any renewal, extension or replacement (in whole or in
part) for any Lien permitted pursuant to exceptions (i) through (xii) above or
of any indebtedness secured thereby, provided that such extension, renewal or
replacement Lien shall be limited to all or any part of the same Property that
secured the Lien extended, renewed or replaced (plus improvements on such
Property).

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

                                       7
<PAGE>

  "Place of Payment", when used with respect to the Securities of or within any
   ----------------
series, means the place or places where the principal of (and premium, if any)
and interest on such Securities are payable as specified as contemplated by
Sections 301 and 1002.

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

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

  "Property" means, with respect to any Person, any interest of such Person in
   --------
any kind of property or asset, whether real, personal or mixed, or tangible or
intangible, including, without limitation, Capital Stock in any other person
(but excluding Capital Stock or other securities issued by such first mentioned
Person).

  "Receivables Subsidiary" means a special purpose wholly-owned Subsidiary
   ----------------------
created in connection with any transactions that may be entered into by the
Company or any of its Subsidiaries pursuant to which the Company or any of its
Subsidiaries may sell, convey, grant a security interest in or otherwise
transfer undivided percentage interests in its receivables.

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

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

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

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

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

  "Restricted Subsidiary" means any Subsidiary of the Company if (i) such
   ---------------------
Subsidiary has substantially all of its Property in the United States (other
than its territories and possessions) and (ii) at the end of the most recent
fiscal quarter of the Company, the aggregate amount, determined in accordance
with GAAP consistently applied, of securities of, loans and advances to, and
other investments in, such Subsidiary held by the Company and its other
Subsidiaries exceeded 10% of the Company's Consolidated Net Tangible Assets;
provided, however, that the

                                       8
<PAGE>

term Restricted Subsidiary shall not include (a) any Subsidiary acquired by the
Company subsequent to the date of the Indenture unless and until such time as
such corporation is designated by the Board of Directors as a "Restricted
Subsidiary" or otherwise similarly treated under the Company's $10.75 billion
bank credit facility or any other agreement of the Company for indebtedness for
borrowed money, (b) any Receivables Subsidiary or (c) any Subsidiary designated
by the Company as unrestricted for purposes of the Company's $10.75 billion bank
credit facility or any other agreement of the Company for indebtedness for
borrowed money.

  "Sale and Leaseback Transaction" means, with respect to the Company or a
   ------------------------------
Restricted Subsidiary, any direct or indirect arrangement pursuant to which
Property is sold or transferred by such Person and is thereafter leased back
from the purchaser or transferee thereof by the Company or a Restricted
Subsidiary.

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

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

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

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

  "Subsidiary" means, in respect of any Person, an entity a majority of the
   ----------
outstanding voting securities of which is owned, directly or indirectly, by such
Person or one or more other Subsidiaries of such Person.  For the purposes of
this definition, "voting securities" means securities having voting power for
the election of directors or such other Persons serving a similar function,
whether at all times or only so long as no senior class of securities has such
voting power by reason of any contingency.

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

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

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

                                       9
<PAGE>

  "United States person" means, unless otherwise specified with respect to any
   --------------------
Securities pursuant to Section 301, an individual who is a citizen or resident
of the United States, a corporation, partnership or other entity created or
organized in or under the laws of the United States or an estate or trust the
income of which is subject to United States federal income taxation regardless
of its source.

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

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

  Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than pursuant to Section 1005)
shall include:

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

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

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

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

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

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

                                       10
<PAGE>

in the possession of the Company, unless such counsel knows, or in the exercise
of reasonable care should know, that the certificate or opinion or
representations as to such matters are erroneous.

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

  SECTION 104.  Acts of Holders.   (a)   Any request, demand, authorization,
                ---------------
direction, notice, consent, waiver, vote 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 agents duly appointed in writing; and, except as herein otherwise
expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee, and, where it is hereby expressly
required, to the Company.  Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of the Holders signing such instrument or instruments.  Proof of execution
of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Indenture and conclusive in favor of the
Trustee and the Company, if made in the manner provided in this Section.

  (b) The fact and date of the execution by any Person of any such instrument or
writing may be proved in any reasonable manner which the Trustee deems
sufficient and in accordance with such reasonable rules as the Trustee may
determine.

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

  (d) If the Company shall solicit from the Holders any request, demand,
authorization, direction, notice, consent, waiver, vote or other Act, the
Company may, at its option, in or pursuant to a Board Resolution, fix in advance
a record date for the determination of Holders entitled to give such request,
demand, authorization, direction, notice, consent, waiver, vote or other Act,
but the Company shall have no obligation to do so. Notwithstanding TIA Section
316(c), such record date shall be the record date specified in or pursuant to
such Board Resolution, which shall be a date not earlier than the date 30 days
prior to the first solicitation of Holders generally in connection therewith and
not later than the date such solicitation is completed.  If such a record date
is fixed, such request, demand, authorization, direction, notice, consent,
waiver, vote or other Act may be given before or after such record date, but
only the Holders of record at the close of business on such record date shall be
deemed to be Holders for the purposes of determining whether Holders of the
requisite proportion of Outstanding Securities have authorized or agreed or
consented to such request, demand, authorization, direction, notice, consent,
waiver, vote or other Act, and for that purpose the Outstanding Securities shall
be computed as of such record date; provided that no such authorization,
                                    --------
agreement or consent by the Holders on such record date shall be deemed
effective unless it shall become effective pursuant to the provisions of this
Indenture not later than eleven months after the record date.

  (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, any Security

                                       11
<PAGE>

Registrar, any Paying Agent, any Authenticating Agent or the Company in reliance
thereon, whether or not notation of such action is made upon such Security.

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

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

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

  SECTION 106.  Notice to Holders; Waiver.  Where this Indenture provides for
                -------------------------
notice of any event to Holders by the Company or the Trustee, such notice shall
be sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class postage prepaid, to each such Holder affected by such
event, at his address as it appears in the Security Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice.  In any case where notice to Holders is given by mail, neither
the failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders given as provided herein.  Any notice mailed to a Holder in the
manner herein prescribed shall be conclusively deemed to have been received by
such Holder, whether or not such Holder actually receives such notice.

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

  Any request, demand, authorization, direction, notice, consent or waiver
required or permitted under this Indenture shall be in the English language.

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

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

  SECTION 109.  Separability Clause.  In case any provision in this Indenture or
                -------------------
in any Security 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.

                                       12
<PAGE>

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

  SECTION 111.  Governing Law.  This Indenture and the Securities shall be
                -------------
governed by and construed in  accordance with the law of the State of New York
without regard to conflicts of laws principles thereof. This Indenture is
subject to the provisions of the TIA that are required to be part of this
Indenture and shall, to the extent applicable, be governed by such provisions.

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

  SECTION 113.  No Recourse Against Others. No recourse shall be had for the
                --------------------------
payment of the principal of (or premium, if any) or interest, if any, on the
Securities or this Indenture, or any part thereof or hereof, or for any claim
based thereon or hereon or otherwise in respect thereof or hereof, or of the
indebtedness represented thereby or hereby, or upon any obligation, covenant or
agreement under the Securities or this Indenture, against, and no personal
liability whatsoever shall attach to, or be incurred by, any incorporator,
shareholder, officer or director, as such, past, present or future, of (i) the
Company or (ii) any predecessor or successor corporation (either directly or
through the Company or a predecessor or successor corporation), whether by
virtue of any constitutional provision, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise.  Each Holder by accepting
a Security waives and releases all such liability.  Such waiver and release are
part of the consideration for the issuance of the Securities.

                                  ARTICLE TWO


                               SECURITIES FORMS

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

                                       13
<PAGE>

pursuant thereto or with any rule or regulation of any stock exchange on which
the Securities may be listed, or to conform to usage.

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

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

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


                              ________________________________________
                                                            as Trustee



                              By:_____________________________________
                                 Authorized Representative

  SECTION 203.  Securities Issuable in Global Form.  If Securities of or within
                ----------------------------------
a series are issuable in global form, as specified as contemplated by Section
301, then, notwithstanding clause (8) of Section 301 and the provisions of
Section 302, any such Security shall represent such of the Outstanding
Securities of such series as shall be specified therein and may provide that it
shall represent the aggregate amount of Outstanding Securities of such series
from time to time endorsed thereon and that the aggregate amount of Outstanding
Securities of such series represented thereby may from time to time be increased
or decreased to reflect exchanges.  Any endorsement of a Security in global form
to reflect the amount, or any increase or decrease in the amount, of Outstanding
Securities represented thereby shall be made by the Trustee in such manner and
upon instructions given by such Person or Persons as shall be specified therein
or in the Company Order to be delivered to the Trustee pursuant to Section 303
or 304.  Subject to the provisions of Section 303 and, if applicable, Section
304, the Trustee shall deliver and redeliver any Security in permanent global
form in the manner and upon instructions given by the Person or Persons
specified therein or in the applicable Company Order.  If a Company Order
pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any
instructions by the Company with respect to endorsement or delivery or
redelivery of a Security in global form shall be in writing but need not comply
with Section 102 and need not be accompanied by an Opinion of Counsel.

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

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

                                       14
<PAGE>

                                 ARTICLE THREE

                                THE SECURITIES

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

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

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

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

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

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

     (5) the place or places, if any, other than or in addition to the Corporate
  Trust Office of the Trustee, where the principal of (and premium, if any),
  interest, if any, on, and Additional Amounts, if any, payable in respect of,
  Securities of the series shall be payable, any Securities of the series may be
  surrendered for  registration of transfer, Securities of the series may be
  surrendered for exchange and notices or demands to or upon the Company in
  respect of the Securities of the series and this Indenture may be served;

     (6) the period or periods within which, the price or prices at which, the
  currency or currencies, currency unit or units or composite currency or
  currencies in which, and other terms and conditions upon which, Securities of
  the series may be redeemed, in whole or in part, at the option of the Company,
  if the Company is to have the option;

     (7) the obligation, if any, of the Company to redeem, repay or purchase
  Securities of the series pursuant to any sinking fund or analogous provision
  or at the option of a Holder thereof, and the period or periods within which
  or the date or dates on which, the price or prices at which, the currency or
  currencies, currency unit or units or composite currency or

                                       15
<PAGE>

  currencies in which, and other terms and conditions upon which Securities of
  the series shall be redeemed, repaid or purchased, in whole or in part,
  pursuant to such obligation;

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

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

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

     (11) if other than Dollars, the Foreign Currency in which payment of the
  principal of (and premium, if any) or interest or Additional Amounts, if any,
  on the Securities of the series shall be payable or in which the Securities of
  the series shall be denominated;

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

     (13) whether the principal of (and premium, if any) or interest or
  Additional Amounts, if any, on the Securities of the series are to be payable,
  at the election of the Company or a Holder thereof, in a currency or
  currencies, currency unit or units or composite currency or currencies other
  than that in which such Securities are denominated or stated to be payable,
  the period or periods within which (including the Election Date), and the
  terms and conditions upon which, such election may be made, and the time and
  manner of determining the exchange rate between the currency or currencies,
  currency unit or units or composite currency or currencies in which such
  Securities are denominated or stated to be payable and the currency or
  currencies, currency unit or units or composite currency or currencies in
  which such Securities are to be so payable;

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

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

     (16) whether the Securities of such series shall be issued in whole or in
  part in the form of one or more Global Securities and, in such case, the
  Depositary for such Global Security or Securities and whether beneficial
  owners of interests in any such Global Securities may exchange such interests
  for other Securities of such series in the manner provided in Section 305, and
  the manner and the circumstances under which and the place or places where any
  such exchanges may occur if other than in the manner provided in Section 305,
  and any other terms of the series relating to the global nature of the
  Securities of such series and the exchange, registration or transfer thereof
  and the payment of any principal thereof, or interest or premium, if any,
  thereon; and

                                       16
<PAGE>

     (17) the extent, if any, to which the provisions of Sections 1402 and/or
  1403 shall be inapplicable to the Securities of the series and any provisions
  in modification of, in addition to or in lieu of any of the provisions of
  Article Fourteen;

     (18) whether and under what circumstances the Company will pay Additional
  Amounts as contemplated by Section 1006 on the Securities of the series to any
  Holder who is not a United States person (including any modification to the
  definition of such term) in respect of any tax, assessment or governmental
  charge and, if so, whether the Company will have the option to redeem such
  Securities rather than pay such Additional Amounts (and the terms of any such
  option);

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

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

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

  If the Company shall specify that the Securities of a series are to be issued
in whole or in part in the form of one or more Global Securities, then the
Company shall execute and the Trustee shall, in accordance with this Section and
the authentication order of the Company with respect to such series,
authenticate and deliver one or more Global Securities in temporary or permanent
form that shall (i) represent and be denominated in an aggregate amount equal to
the aggregate principal amount of the Outstanding Securities of such series to
be represented by one or more Global Securities; (ii) be registered in the name
of the Depositary for such Global Security or Securities or the nominee of such
Depositary; (iii) be delivered by the Trustee to such Depositary or pursuant to
such Depositary's instruction; and (iv) bear a legend substantially to the
following effect: "Unless and until it is exchanged in whole or in part for
Securities in definitive form, this Security may not be transferred except as a
whole by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any nominee to a successor Depositary or a nominee of any
successor Depositary."

  Each such Depositary designated for a Global Security in registered form must,
at the time of its designation and at all times while it serves as a Depositary,
be a clearing agency registered under the Securities Exchange Act of 1934, as
amended, and any other applicable statute or regulation.

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

  SECTION 302.  Denominations.  The Securities of each series shall be issuable
                -------------
in such denominations as shall be specified as contemplated by Section 301. With
respect to Securities

                                       17
<PAGE>

of any series denominated in Dollars, in the absence of any such provisions with
respect to the Securities of any series, the Securities of such series, other
than Securities issued in global form (which may be of any denomination), shall
be issuable in denominations 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
President or one of its Vice Presidents, under its corporate seal reproduced
thereon, and attested by its Secretary or one of its Assistant Secretaries. The
signature of any of these officers on the Securities may be manual or facsimile
signatures of the present or any future such authorized officer and may be
imprinted or otherwise reproduced on the Securities.

  Securities 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.

  If all the Securities of any series are not to be issued at one time and if
the Board Resolution or supplemental indenture establishing such series shall so
permit, such Company Order may set forth procedures acceptable to the Trustee
for the issuance of such Securities and determining the terms of particular
Securities of such series, such as interest rate or formula, maturity date, date
of issuance and date from which interest shall accrue.

  In authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to TIA Section 315(a) through
315(d)) shall be fully protected in relying upon,

     (i) an Opinion of Counsel stating that

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

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

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

                                       18
<PAGE>

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

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

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

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

  SECTION 304.  Temporary Securities.  Pending the preparation of definitive
                --------------------
Securities of any series, the Company may execute, and upon Company Order the
Trustee shall authenticate and deliver, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of
which they are issued, in registered form, with such appropriate insertions,
omissions, substitutions and other variations as the officers executing such
Securities may determine, as conclusively evidenced by their execution of such
Securities.

  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

                                       19
<PAGE>

Holder. Upon surrender for cancellation of any one or more temporary Securities
of any series, the Company shall execute 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.

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

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

  Notwithstanding any other provision of this Section, unless and until it is
exchanged in whole or in part for Securities in definitive form, a Global
Security representing all or a portion of the Securities of a series may not be
transferred except as a whole by the Depositary for such series to a nominee of
such Depositary or by a nominee of such Depositary to such Depositary or another
nominee of such Depositary or by such Depositary or any such nominee to a
successor Depositary for such series or a nominee of such successor Depositary.

  Any Security or Securities of any series (other than a Global Security, except
as set forth herein) may be exchanged for a Security or Securities of the same
series in other authorized denominations, in an equal aggregate principal
amount.  Securities of any series to be exchanged shall be surrendered at any
office or agency to be maintained by the Company for the purpose as provided in
this Section 305, and the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor the Security or Securities of the
same series which the Holder making the exchange shall be entitled to receive,
bearing numbers not contemporaneously outstanding.

  If at any time the Depositary for the Securities of a series notifies the
Company that it is unwilling or unable to continue as Depositary for the
Securities of such series or if at any time the Depositary for the Securities of
such series shall no longer be eligible as provided in Section 301, the Company
shall appoint a successor Depositary with respect to the Securities of such
series.  If a successor Depositary for the Securities of such series is not
appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such ineligibility, the Company's election pursuant to
Section 301(16) shall no longer be effective

                                       20
<PAGE>

with respect to the Securities of such series and the Company will execute, and
the Trustee, upon receipt of an order of the Company for the authentication and
delivery of definitive Securities of such series, will authenticate and deliver
Securities of such series in definitive form in the aggregate principal amount
equal to the principal amount of the Global Security or Securities representing
such series in exchange for such Global Security or Securities.

  The Company may at any time and in its sole discretion determine that the
Securities of any series issued in the form of one or more Global Securities
shall no longer be represented by such Global Security or Securities.  In such
event the Company will execute, and the Trustee, upon receipt of an order of the
Company for the authentication and delivery of definitive Securities of such
series, will authenticate and deliver Securities of such series in definitive
form in an aggregate principal amount equal to the principal amount of the
Global Security or Securities representing such series in exchange for such
Global Security or Securities.

  If specified by the Company pursuant to Section 301 with respect to a series
of Securities, the Depositary for such series of Securities may surrender a
Global Security for such series of Securities in exchange in whole or in part
for the Securities of such series in definitive form on such terms as are
acceptable to Company and such Depositary.  Thereupon, the Company shall
execute, and the Trustee shall authenticate and deliver, without service charge:

     (1) to each Person specified by such Depositary a new Security or
  Securities of the same series, of any authorized denomination as requested by
  such Person in aggregate principal amount equal to and in exchange for such
  Person's beneficial interest in the Global Security; and

     (2) to such Depositary a new Global Security in a denomination equal to the
  difference, if any, between the principal amount of the surrendered Global
  Security and the aggregate principal amount of Securities delivered to Holders
  thereof.

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

  All Securities presented for registration of transfer, exchange, redemption or
payment shall (if so required by the Company) be duly endorsed by, or be
accompanied by a written instrument or instruments of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the
holder or his attorney duly authorized in writing.

  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 exchange or
registration of transfer of Securities.  No service charge shall be made for any
such transaction.

  The Company shall not be required to exchange or register a transfer of (a)
any Securities of any series for a period of 15 days next preceding the date of
selection of Securities of such series to be redeemed, or (b) any Securities
selected, called or being called for redemption except, in the case of any
Security where public notice has been given that such Security is to be redeemed
in part, the portion thereof not so to be redeemed.

                                       21
<PAGE>

  All Securities issued upon any transfer or exchange of Securities shall be
valid obligations of the Company, evidencing the same debt, and entitled to the
same benefits under this Indenture, as the Securities surrendered upon such
transfer or exchange.  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 or redemption shall (if so required by the Company or the Security
Registrar) be duly endorsed, or be accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security Registrar, duly
executed by the Holder thereof or his attorney duly authorized in writing.

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

  The Company or the Trustee, as applicable, shall not be required (i) to issue,
register the transfer of or exchange any Security if such Security may be among
those selected for redemption during a period beginning at the opening of
business 15 days before selection of the Securities to be redeemed under Section
1103 and ending at the close of business on 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, in the case
of any Security to be redeemed in part, the portion thereof not to be redeemed
or (iii) to issue, register the transfer of or exchange any Security which has
been surrendered for repayment at the option of the Holder, except the portion,
if any, of such Security not to be so repaid.

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

  If there shall be delivered to the Company and to the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security, 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 its 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 principal amount, containing
identical terms and provisions and bearing a number not contemporaneously
outstanding.

  Notwithstanding the provisions of the previous two paragraphs, 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.

                                       22
<PAGE>

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

  Every new Security of any series issued pursuant to this Section 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 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; Optional
                --------------------------------------------------------
Interest Reset.  (a)  Except as otherwise specified with respect to a series of
--------------
Securities in accordance with the provisions of Section 301, interest on any
Security that 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 at the office or agency of the
Company maintained for such purpose pursuant to Section 1002; provided, however,
                                                              --------  -------
that each installment of interest on any Security may at the Company's option be
paid by (i) mailing a check for such interest, payable to or upon the written
order of the Person entitled thereto pursuant to Section 309, to the address of
such Person as it appears on the Security Register or (ii) transfer to an
account maintained by the payee located inside the United States.

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

     (1) The Company may elect to make payment of any Defaulted Interest to the
  Persons in whose names the 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 (which shall not be less than 20
  days after such notice is received by the Trustee), and at the same time the
  Company shall deposit with the Trustee an amount of money in the currency or
  currencies, currency unit or units or composite currency or currencies in
  which the Securities of such series are payable (except as otherwise specified
  pursuant to Section 301 for the Securities of such series) equal to the
  aggregate amount proposed to be paid in respect of such Defaulted Interest or
  shall make arrangements satisfactory to the Trustee for such deposit on or
  prior to the date of the proposed payment, such money when deposited to be
  held in trust for the benefit of the Persons entitled to such Defaulted
  Interest as in this clause provided. Thereupon the Trustee shall fix a Special
  Record Date for the payment of such Defaulted Interest which shall be not

                                       23
<PAGE>

  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 in each place of payment, but such publications
  shall not be a condition precedent to the establishment of such Special Record
  Date. Notice of the proposed payment of such Defaulted Interest and the
  Special Record Date therefor having been mailed as aforesaid, such Defaulted
  Interest shall be paid to the Persons in whose names the 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, such manner of payment shall be deemed practicable by the
  Trustee.

  (b) The provisions of this Section 307(b) may be made applicable to any series
of Securities pursuant to Section 301 (with such modifications, additions or
substitutions as may be specified pursuant to such Section 301). The interest
rate (or the spread or spread multiplier used to calculate such interest rate,
if applicable) on any Security of such series may be reset by the Company on the
date or dates specified on the face of such Security (each an "Optional Reset
Date"). The Company may exercise such option with respect to such Security by
notifying the Trustee of such exercise and the related information referred to
below at least 50 but not more than 60 days prior to an Optional Reset Date for
such Security. Not later than 40 days prior to each Optional Reset Date, the
Trustee shall transmit, in the manner provided for in Section 106, to the Holder
of any such Security a notice (the "Reset Notice") indicating whether the
Company has elected to reset the interest rate (or the spread or spread
multiplier used to calculate such interest rate, if applicable), and if so, upon
receipt of such information (i) such new interest rate (or such new spread or
spread multiplier, if applicable) and (ii) the provisions, if any, for
redemption during the period from such Optional Reset Date to the next Optional
Reset Date or if there is no such next Optional Reset Date, to the Stated
Maturity Date of such Security (each such period a "Subsequent Interest
Period"), including the date or dates on which or the period or periods during
which and the price or prices at which such redemption may occur during the
Subsequent Interest Period.

  Notwithstanding the foregoing, not later than 20 days prior to the Optional
Reset Date, the Company may, at its option, revoke the interest rate (or the
spread or spread multiplier used to calculate such interest rate, if applicable)
provided for in the Reset Notice and establish an interest rate (or a spread or
spread multiplier used to calculate such interest rate, if applicable) that is
higher than the interest rate (or the spread or spread multiplier, if
applicable) provided for in the Reset Notice, for the Subsequent Interest Period
by causing the Trustee to transmit, in the

                                       24
<PAGE>

manner provided for in Section 106, notice of such higher interest rate (or such
higher spread or spread multiplier, if applicable) to the Holder of such
Security. Such notice shall be irrevocable. All Securities with respect to which
the interest rate (or the spread or spread multiplier used to calculate such
interest rate, if applicable) is reset on an Optional Reset Date, and with
respect to which the Holders of such Securities have not tendered such
Securities for repayment (or have validly revoked any such tender) pursuant to
the next succeeding paragraph, will bear such higher interest rate (or such
higher spread or spread multiplier, if applicable).

  The Holder of any such Security will have the option to elect repayment by the
Company of the principal of such Security on each Optional Reset Date at a price
equal to the principal amount thereof plus interest accrued to such Optional
Reset Date. In order to obtain repayment on an Optional Reset Date, the Holder
must follow the procedures set forth in Article Thirteen for repayment at the
option of Holders except that the period for delivery or notification to the
Trustee shall be at least 25 but not more than 35 days prior to such Optional
Reset Date and except that, if the Holder has tendered any Security for
repayment pursuant to the Reset Notice, the Holder may, by written notice to the
Trustee, revoke such tender or repayment until the close of business on the
tenth day before such Optional Reset Date.

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

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

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

                                       25
<PAGE>

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

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

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

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

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

  SECTION 309.  Persons 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 (and 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.

  None of the Company, the Trustee, any Paying Agent or the Security Registrar
will have any responsibility or liability for any aspect of the records relating
to or payments made on account

                                       26
<PAGE>

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

  Notwithstanding the foregoing, with respect to any Global Security, nothing
herein shall prevent the Company, the Trustee, or any agent of the Company or
the Trustee, from giving effect to any written certification, proxy or other
authorization furnished by any depositary, as a Holder, with respect to such
Global Security or impair, as between such depositary and owners of beneficial
interests in such Global Security, the operation of customary practices
governing the exercise of the rights of such depositary (or its nominee) as
Holder of such Global Security.

  SECTION 310.  Cancellation.  All Securities surrendered for payment,
                ------------
redemption, repayment at the option of the Holder, registration of transfer or
exchange or for credit against any sinking fund payment shall, if surrendered to
any Person other than the Trustee, be delivered to the Trustee, and any such
Securities surrendered directly to the Trustee for any such purpose shall be
promptly cancelled by it. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and may deliver to
the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the Company
has not issued and sold, and all Securities so delivered shall be promptly
cancelled by the Trustee. If the Company shall so acquire any of the Securities,
however, such acquisition shall not operate as a redemption or satisfaction of
the indebtedness represented by such Securities unless and until the same are
surrendered to the Trustee for cancellation. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided
in this Section, except as expressly permitted by this Indenture. Cancelled
Securities held by the Trustee shall be destroyed by the Trustee and the Trustee
shall deliver a certificate of such destruction to the Company, unless by a
Company Order the Company directs their return to it.

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

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

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

                                       27
<PAGE>

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

                                 ARTICLE FOUR


                          SATISFACTION AND DISCHARGE

  SECTION 401.  Satisfaction and Discharge of Indenture.  This Indenture shall
                ---------------------------------------
upon Company Request cease to be of further effect with respect to any series of
Securities specified in such Company Request (except as to any surviving rights
of registration of transfer or exchange of Securities of such series herein
expressly provided for and any right to receive Additional Amounts, as provided
in Section 1006), and the Trustee, upon receipt of a Company Order, and at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture as to such series when

     (1)  either

              (A)  all Securities of such series theretofore authenticated and
          delivered (other than (i) Securities of such series which have been
          destroyed, lost or stolen and which have been replaced or paid as
          provided in Section 306 and (ii) Securities of such series for whose
          payment money has theretofore been deposited in trust or segregated
          and held in trust by the Company and thereafter repaid to the Company
          or discharged from such trust, as provided in Section 1003), have been
          delivered to the Trustee for cancellation; or

              (B)  all Securities of such series not theretofore delivered to
          the Trustee for cancellation

                      (i)   have become due and payable, or

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

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

          and the Company, in the case of (i), (ii) or (iii) above, has
          irrevocably deposited or caused to be deposited with the Trustee as
          trust funds in trust for the purpose an amount in the currency or
          currencies, currency unit or units or composite currency

                                       28
<PAGE>

          or currencies in which the Securities of such series are payable,
          sufficient to pay and discharge the entire indebtedness on such
          Securities not theretofore delivered to the Trustee for cancellation,
          for principal (and premium, if any) and interest, and any Additional
          Amounts with respect thereto, to the date of such deposit (in the case
          of Securities which have become due and payable) or to the Stated
          Maturity or Redemption Date, as the case may be;

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

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

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

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

                                 ARTICLE FIVE

                                   REMEDIES

  SECTION 501.  Events of Default.  "Event of Default", wherever used herein
                -----------------
with respect to any particular series of Securities, except as may be provided
with respect to such series pursuant to Section 301, means any one of the
following events (whatever the reason for such Event of Default and whether or
not it shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

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

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

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

                                       29
<PAGE>

     (4)  default in the performance, or breach, of any covenant or warranty of
   the Company in this Indenture with respect to any Security of that series
   (other than a covenant or warranty a default in whose performance or whose
   breach is elsewhere in this Section specifically dealt with), and continuance
   of such default or breach for a period of 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
   the Outstanding Securities of that series a written notice specifying such
   default or breach and requiring it to be remedied and stating that such
   notice is a "Notice of Default" hereunder; or

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

           (A)  commences a voluntary case,

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

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

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

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

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

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

           (C)  orders the liquidation of the Company,

   and, in any such case, such order or decree remains unstayed and in effect
   for 90 days; or

     (7)  any other Event of Default provided with respect to Securities of that
   series pursuant to Section 301.

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

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

                                       30
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

then the Company will, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities of such series the whole amount then
due and payable on such Securities for principal (and premium, if any) and
interest and Additional Amounts, with interest upon any overdue principal (and
premium, if any) and, to the extent that payment of such interest shall be
legally enforceable, upon any overdue installments of interest or Additional
Amounts, if any, at the rate or rates borne by or provided for in such
Securities, and, in addition thereto, such

                                       31
<PAGE>

further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

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

  If an Event of Default with respect to Securities of any series occurs and is
continuing, the Trustee may in its discretion proceed to protect and enforce its
rights and the rights of the Holders of 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 of the Securities of any series shall then be due and
payable as therein expressed or by declaration or otherwise and irrespective of
whether the Trustee shall have made any demand on the Company for the payment of
overdue principal, premium, if any, or interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise:

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

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

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

  Nothing herein contained shall be deemed to authorize the Trustee to authorize
or consent to or accept or adopt on behalf of any Holder of a Security any plan
of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof, or to

                                       32
<PAGE>

authorize the Trustee to vote in respect of the claim of any Holder of a
Security in any such proceeding.

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

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

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

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

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

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

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

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

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

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

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

                                       33
<PAGE>

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

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

  SECTION 509.  Restoration of Rights and Remedies.   If the Trustee or any
                ----------------------------------
Holder 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.

  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 to exercise any right or remedy accruing upon any Event
of Default shall impair any such right or remedy or constitute a waiver of any
such Event of Default or an acquiescence therein.  Every right and remedy given
by this Article or by law to the Trustee or to the Holders may be exercised from
time to time, and as often as may be deemed expedient, by the Trustee or by the
Holders.

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

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

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

                                       34
<PAGE>

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

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

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

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

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

  SECTION 514.  Waiver of Usury, Stay or Extension Laws.  The Company covenants
                ---------------------------------------
(to the extent that it may lawfully do so) that it will not at any time insist
upon, or plead, or in any manner whatsoever claim or take the benefit or
advantage of, any usury, stay or extension law wherever enacted, now or at any
time hereafter in force, which may affect the covenants or the performance of
this Indenture; and the Company (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law, and covenants
that it will not hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.

  SECTION 515.  Undertaking for Costs.  All parties to this Indenture agree, and
                ---------------------
each Holder of any Security by his acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken or omitted by it as Trustee, the filing by any
party litigant in such suit of any undertaking to pay the costs of such suit,
and that such court may in its discretion assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in such suit having due
regard to the merits and good faith of the claims or defenses made by such party
litigant; but the provisions of this Section shall not apply to any suit
instituted by the Trustee, to any suit instituted by any Holder, or group of
Holders, holding in the aggregate more than 10% in principal amount of the
Outstanding Securities, or to any suit instituted by any Holder for the
enforcement of the payment of the principal of (or premium, if any) or interest
on any Security on or after the respective Stated Maturities expressed in such
Security (or, in the case of redemption, on or after the Redemption Date).

                                  ARTICLE SIX

                                  THE TRUSTEE

  SECTION 601.  Notice of Defaults.  Within 90 days after the occurrence of any
                ------------------
default hereunder with respect to the Securities of any series, the Trustee
shall transmit in the manner

                                       35
<PAGE>

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

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

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

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

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

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

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

       (6)  the Trustee shall not be bound to make any investigation into the
     facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture, note 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;

                                       36
<PAGE>

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

       (8)  the Trustee shall not be liable for any action taken, suffered or
     omitted 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; and

       (9)  the Trustee shall not be required to take notice, and shall not be
     deemed to have notice, of any default or Event of Default hereunder, except
     Events of Defaults described in paragraphs (1), (2) and (3) of Section 501
     hereof, unless the Trustee shall be notified specifically of the default or
     Event of Default in a written instrument or document delivered to it by the
     Company or by the holders of at least 10 percent of the aggregate principal
     amount of the Securities then outstanding; such notice and all other
     notices and instruments required by this Indenture to be delivered to the
     Trustee must, in order to be effective, be delivered to the Corporate Trust
     Office of the Trustee. In the absence of delivery of a notice satisfying
     those requirements, the Trustee may assume conclusively that there is no
     default or Event of Default except as noted above.

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

  SECTION 603.  Not Responsible for Recitals or Issuance of Securities.  The
                ------------------------------------------------------
recitals contained herein and in the Securities, except the Trustee's
certificate of authentication, shall be taken as the statements of the Company,
and neither the Trustee nor any Authenticating Agent assumes any responsibility
for their correctness.  The Trustee makes no representations as to the validity
or sufficiency of this Indenture or of the Securities, except that the Trustee
represents that it is duly authorized to execute and deliver this Indenture,
authenticate the Securities and perform its obligations hereunder.  Neither the
Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company of Securities or the proceeds thereof.

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

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

  SECTION 606.  Compensation and Reimbursement.  The Company agrees:
                ------------------------------

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

                                       37
<PAGE>

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

       (3)  to indemnify each of the Trustee and any predecessor Trustee for,
     and to hold it harmless against, any loss, claim, damage, fine, penalty,
     liability or expense (including but not limited to reasonable attorney's
     fees and expenses) ("Losses") incurred without negligence or bad faith on
     its own part, arising out of or in connection with the acceptance or
     administration of the trust or trusts hereunder, including the costs and
     expenses of defending itself against any claim or liability in connection
     with the exercise or performance of any of its powers or duties hereunder.
     In addition to and not in limitation of the immediately preceding sentence,
     the Company agrees to indemnify and hold the Trustee harmless from and
     against any and all Losses that may be imposed on, incurred by, or asserted
     against, the Trustee for following any instructions or other directions
     upon which the Trustee is authorized to rely pursuant to the terms of this
     Indenture. The indemnifications set forth herein are intended to and shall
     include the indemnification of all affected agents, directors, officers and
     employees of the Trustee and shall survive the termination of this
     Indenture and the resignation or removal of the Trustee for any reason and
     shall not be subject to set-off by the Company.

  When the Trustee incurs expenses or renders services in connection with an
Event of Default specified in Section 501(6), the expenses (including the
reasonable charges and expenses of its counsel) and the compensation for the
services are intended to constitute expenses of administration under any
applicable Federal or state bankruptcy, insolvency or other similar law.

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

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

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

  (b) The following indentures shall be deemed to be specifically described
herein for the purposes of clause (i) of the first proviso contained in TIA
Section 310(b):  none.

                                       38
<PAGE>

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

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

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

  (d) If at any time:

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

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

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

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

  (e) If the Trustee shall resign, be removed or become incapable of acting, or
if a vacancy shall occur in the office of Trustee for any cause with respect to
the Securities of one or more series, the Company, by or pursuant to a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series).  If, within one year after
such resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment, become the successor Trustee with respect to the Securities
of such series and to that extent supersede the successor Trustee appointed by
the Company.  If no successor Trustee with respect to the Securities of any
series shall have been so appointed by the Company or the Holders and accepted
appointment in

                                       39
<PAGE>

the manner hereinafter provided, any Holder of a Security who has been a bona
fide Holder of a Security of such series for at least six months may, on behalf
of himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to
Securities of such series.

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

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

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

                                       40
<PAGE>

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

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

  SECTION 610.  Merger, Conversion, Consolidation or Succession to Business.
                -----------------------------------------------------------
Any corporation into which the Trustee may be merged or converted or with which
it may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
                                                          --------
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto.  In case any Securities  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.
In case any Securities  shall not have been authenticated by such predecessor
Trustee, any such successor Trustee may authenticate and deliver such
Securities, in either its own name or that of its predecessor Trustee, with the
full force and effect which this Indenture provides for the certificate of
authentication of the Trustee.

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

                                       41
<PAGE>

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

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

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

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

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

                             Chase Manhattan Trust Company, National Association

                             as Trustee


                             By [Name of Authenticating Agent]
                                              as Authenticating Agent



                                By_____________________________________
                                       Authorized Representative

                                       42
<PAGE>

                                 ARTICLE SEVEN

               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

  SECTION 701.  Disclosure of Names and Addresses of Holders.  Every Holder, by
                --------------------------------------------
receiving and holding the same, agrees with the Company and the Trustee that
neither the Company nor the Trustee nor any Authenticating Agent nor any Paying
Agent nor any Security Registrar shall be held accountable by reason of the
disclosure of any information as to the names and addresses of the Holders in
accordance with TIA Section 312, regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under TIA Section
312(b).

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

  SECTION 703.  Reports by Company.  The Company will:
                ------------------

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

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

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

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

                                       43
<PAGE>

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

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

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

                                 ARTICLE EIGHT

               CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE

  SECTION 801.  Consolidations and Mergers of Company and Sales, Leases and
                -----------------------------------------------------------
Conveyances Permitted Subject to Certain Conditions.  The Company may
---------------------------------------------------
consolidate with, or sell, lease or convey all or substantially all of its
assets to, or merge with or into any other corporation, provided that in any
such case, (i) either the Company shall be the continuing corporation, or the
successor corporation shall be a corporation organized and existing under the
laws of the United States or a State thereof and such successor corporation
shall expressly assume the due and punctual payment of the principal of (and
premium, if any) and any interest (including all Additional Amounts, if any,
payable pursuant to Section 1006) on all the Securities, according to their
tenor, and the due and punctual performance and observance of all of the
covenants and conditions of this Indenture to be performed by the Company by
supplemental indenture, complying with Article Nine hereof, satisfactory to the
Trustee, executed and delivered to the Trustee by such corporation, and (ii) the
Company or such successor corporation, as the case may be, shall not,
immediately after such merger or consolidation, or such sale, lease or
conveyance, be in default in the performance of any such covenant or condition.

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

                                       44
<PAGE>

the Trustee for that purpose. All the Securities so issued shall in all respects
have the same legal rank and benefit under this Indenture as the Securities
theretofore or thereafter issued in accordance with the terms of this Indenture
as though all of such Securities had been issued at the date of the execution
hereof.

  In case of any such consolidation, merger, sale, lease or conveyance, such
changes in phraseology and form (but not in substance) may be made in the
Securities thereafter to be issued as may be appropriate.

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

                                 ARTICLE NINE

                            SUPPLEMENTAL INDENTURES

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

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

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

       (3)  to add any additional Events of Default for the benefit of the
     Holders of all or any series of Securities (and if such Events of Default
     are to be for the benefit of less than all series of Securities, stating
     that such Events of Default are expressly being included solely for the
     benefit of such series); provided, however, that in respect of any such
                              --------  -------
     additional Events of Default such supplemental indenture may provide for a
     particular period of grace after default (which period may be shorter or
     longer than that allowed in the case of other defaults) or may provide for
     an immediate enforcement upon such default or may limit the remedies
     available to the Trustee upon such default or may limit the right of the
     Holders of a majority in aggregate principal amount of that or those series
     of Securities to which such additional Events of Default apply to waive
     such default; or

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

                                       45
<PAGE>

       (5)  to provide security for the Securities; or

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

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

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

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

  SECTION 902.  Supplemental Indentures with Consent of Holders.  With the
                -----------------------------------------------
consent of the Holders of not less than a majority in principal amount of all
Outstanding Securities affected by such supplemental indenture, by Act of said
Holders delivered to the Company and the Trustee, the Company, when authorized
by or pursuant to a Board Resolution, and the Trustee may enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders under
this Indenture; provided, however, that no such supplemental indenture shall,
without the consent of the Holder of each Outstanding Security affected thereby:

       (1)  change the Stated Maturity of the principal of (or premium, if any,
     on) or any installment of principal of or interest on, any Security; or
     reduce the principal amount thereof or the rate or amount of interest
     thereon or any Additional Amounts payable in respect thereof, or any
     premium payable upon the redemption thereof, or change any obligation of
     the Company to pay Additional Amounts pursuant to Section 1006 (except as
     contemplated by Section 801 and permitted by Section 901(1)), or reduce the
     amount of the principal of an Original Issue Discount Security that would
     be due and payable upon a declaration of acceleration of the Maturity
     thereof pursuant to Section 502 or the amount thereof provable in
     bankruptcy pursuant to Section 504, or adversely affect any right of
     repayment at the option of the Holder of any Security, or change any Place
     of Payment where, or the currency or currencies, currency unit or units or
     composite currency or currencies in which, any Security or any premium or
     the interest thereon is payable, or impair the right to institute suit for
     the enforcement of any such payment on or after the Stated Maturity thereof
     (or in the case of redemption or repayment at the option of the Holder, on
     or after the Redemption Date or the Repayment Date, as the case may be), or

                                       46
<PAGE>

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

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

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

  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, but shall require
the consent, in accordance with the provisions of this Section 902, of the
Holders of at least a majority of the Outstanding Securities of such one or more
particular series.

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

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

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

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

                                       47
<PAGE>

                                  ARTICLE TEN

                                   COVENANTS

  SECTION 1001.  Payment of Principal, Premium, if any, and Interest and
                 -------------------------------------------------------
Additional Amounts.  The Company covenants and agrees for the benefit of the
------------------
Holders of each series of Securities that it will duly and punctually pay the
principal of (and premium, if any) and interest on and any Additional Amounts
payable in respect of the Securities of that series in accordance with the terms
of such series of Securities and this Indenture. Unless otherwise specified with
respect to Securities of any series pursuant to Section 301, at the option of
the Company, all payments of principal may be paid by check to the registered
Holder of the Security or other person entitled thereto against surrender of
such Security.

  SECTION 1002.  Maintenance of Office or Agency. The Company shall maintain in
                 -------------------------------
each Place of Payment for any series of Securities an office or agency where
Securities of that series may be presented or surrendered for payment or
conversion, where Securities of that series may be surrendered for registration
of transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served. The
Company will give prompt written notice to the Trustee of the location, and any
change in the location, of each such office or agency.  If at any time the
Company shall fail to maintain any such required office or agency or shall fail
to furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, and the Company hereby appoints the Trustee its agent to receive all
such presentations, surrenders, notices and demands.

  The Company may from time to time designate one or more other offices or
agencies where the Securities of one or more series may be presented or
surrendered for any or all of such purposes, and may from time to time rescind
such designations; provided, however, that no such designation or rescission
                   --------  -------
shall in any manner relieve the Company of its obligation to maintain an office
or agency in accordance with the requirements set forth above for Securities of
any series for such purposes.  The Company will give prompt written notice to
the Trustee of any such designation or rescission and of any change in the
location of any such other office or agency.  Unless otherwise specified with
respect to any Securities pursuant to Section 301 with respect to a series of
Securities, the Company hereby designates as a Place of Payment for each series
of Securities the Corporate Trust Office of the Trustee, and initially appoints
the Trustee at its Corporate Trust Office as Paying Agent in such city and as
its agent to receive all such presentations, surrenders, notices and demands.

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

  SECTION 1003.  Money for Securities Payments to Be Held in Trust.  If the
                 -------------------------------------------------
Company shall at any time act as its own Paying Agent with respect to any series
of any Securities, it will, on or before each due date of the principal of (and
premium, if any), or interest on or Additional Amounts in respect of, any of the
Securities of that series, segregate and hold in trust for the benefit of the
Persons entitled thereto a sum in the currency or currencies, currency unit or
units

                                       48
<PAGE>

or composite currency or currencies in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series) sufficient to pay the principal (and premium, if any)
or interest or Additional Amounts so becoming due until such sums shall be paid
to such Persons or otherwise disposed of as herein provided, and will promptly
notify the Trustee of its action or failure so to act.

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

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

          (1)  hold all sums held by it for the payment of principal of (and
     premium, if any) or interest on Securities in trust for the benefit of the
     Persons entitled thereto until such sums shall be paid to such Persons or
     otherwise disposed of as herein provided;

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

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

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

  Except as otherwise provided in the Securities of any series, any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of (and premium, if any) or interest on,
or any Additional Amounts in respect of, any Security of any series and
remaining unclaimed for two years after such principal (and premium, if any), or
interest or Additional Amounts has become due and payable shall be paid to the
Company upon Company Request or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Security shall thereafter, as
an unsecured general creditor, look only to the Company for payment of such
principal of (and premium, if any) or interest on, or any Additional Amounts in
respect of, any Security, without interest thereon, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; provided, however,
                                                          --------  -------
that the Trustee or such

                                       49
<PAGE>

Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause notice to be mailed to the Holders or published
once in an Authorized Newspaper to the effect that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such mailing or publication, any unclaimed balance of such
money then remaining will be repaid to the Company. In the absence of any such
Company Request, the Trustee shall from time to time deliver such unclaimed
funds to or as directed by pertinent escheat authority, as identified by the
Trustee in its sole discretion, pursuant to and in accordance with applicable
unclaimed property laws, rules or regulations. Any such delivery shall be in
accordance with the customary practices and procedures of the Trustee and the
escheat authority. All moneys held by the Trustee and subject to this Section
shall be held uninvested and without liability for interest thereon.

  SECTION 1004. Limitation on Liens.  The Company shall not, and shall not
                -------------------
permit any Restricted Subsidiary to, directly or indirectly, create, or suffer
to be created or to exist, any Lien (other than Permitted Liens) upon any of its
Property or assets, whether now owned or hereafter acquired, or any interest
therein or any income or profits therefrom, unless it has made or will make
effective provision whereby the Securities will be secured by such Lien equally
and ratably with (or prior to) all other indebtedness of the Company or any
Restricted Subsidiary secured by such Lien for so long as any such other
indebtedness of the Company or any Restricted Subsidiary shall be so secured.
Notwithstanding the foregoing, the Company may, and may permit any Restricted
Subsidiary to, issue, assume, guarantee, or permit to exist indebtedness secured
by Liens on Property that are not Permitted Liens without equally and ratably
securing the Securities, provided that the sum of all such indebtedness then
being issued, assumed or guaranteed together with such indebtedness theretofore
issued, assumed or guaranteed that remains outstanding does not exceed 10% of
the total assets of the Company and its Subsidiaries prior to the time such
indebtedness was issued, assumed or guaranteed, as reflected in the Company's
then most recent balance sheet prepared in accordance with GAAP.

  SECTION 1005. Statement as to Compliance.  The Company will deliver to the
                --------------------------
Trustee, within 120 days after the end of each fiscal year (which as of the date
hereof is December 31), a brief certificate from the principal executive
officer, principal financial officer or principal accounting officer as to his
or her knowledge of the Company's compliance with all conditions and covenants
under this Indenture and, in the event of any noncompliance, specifying such
noncompliance and the nature and status thereof.  For purposes of this Section
1005, such compliance shall be determined without regard to any period of grace
or requirement of notice under this Indenture.

  SECTION 1006. Additional Amounts.  If any Securities of a series provide for
                ------------------
the payment of Additional Amounts, the Company will pay to the Holder of any
Security of such series Additional Amounts as may be specified as contemplated
by Section 301.  Whenever in this Indenture there is mentioned, in any context
except in the case of Section 502(1), the payment of the principal of or any
premium or interest on, or in respect of, any Security of any series or the net
proceeds received on the sale or exchange of any Security of any series, such
mention shall be deemed to include mention of the payment of Additional Amounts
provided by the terms of such series established pursuant to Section 301 to the
extent that, in such context, Additional Amounts are, were or would be payable
in respect thereof pursuant to such terms and express mention of the payment of
Additional Amounts (if applicable) in any provisions hereof shall not

                                       50
<PAGE>

be construed as excluding Additional Amounts in those provisions hereof where
such express mention is not made.

  Except as otherwise specified as contemplated by Section 301, if the
Securities of a series provide for the payment of Additional Amounts, at least
10 days prior to the first Interest Payment Date with respect to that series of
Securities (or if the Securities of that series will not bear interest prior to
Maturity, the first day on which a payment of principal and any premium is
made), and at least 10 days prior to each date of payment of principal and any
premium or interest if there has been any change with respect to the matters set
forth in the below-mentioned Officers' Certificate, the Company will furnish the
Trustee and the Company's principal Paying Agent or Paying Agents, if other than
the Trustee, with an Officers' Certificate instructing the Trustee and such
Paying Agent or Paying Agents whether such payment of principal of and any
premium or interest on the Securities of that series shall be made to Holders of
Securities of that series who are not United States persons without withholding
for or on account of any tax, assessment or other governmental charge described
in the Securities of the series.  If any such withholding shall be required,
then such Officers' Certificate shall specify by country the amount, if any,
required to be withheld on such payments to such Holders of Securities of that
and the Company will pay to the Trustee or such Paying Agent the Additional
Amounts required by the terms of such Securities.  In the event that the Trustee
or any Paying Agent, as the case may be, shall not so receive the above-
mentioned certificate, then the Trustee or such Paying Agent shall be entitled
(i) to assume that no such withholding or deduction is required with respect to
any payment of principal or interest with respect to any Securities of a series
until it shall have received a certificate advising otherwise and (ii) to make
all payments of principal and interest with respect to the Securities of a
series without withholding or deductions until otherwise advised.  The Company
covenants to indemnify the Trustee and any Paying Agent for, and to hold them
harmless against, any loss, liability or expense reasonably incurred without
negligence or bad faith on their part arising out of or in connection with
actions taken or omitted by any of them or in reliance on any Officers'
Certificate furnished pursuant to this Section or in reliance on the Company's
not furnishing such an Officers' Certificate.

                                ARTICLE ELEVEN


                           REDEMPTION OF SECURITIES

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

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

                                       51
<PAGE>

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

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

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

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

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

  All notices of redemption shall state:

          (1)  the Redemption Date,

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

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

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

          (5)  that on the Redemption Date the Redemption Price and accrued
     interest to the Redemption Date payable as provided in Section 1106, if
     any, will become due and

                                       52
<PAGE>

     payable upon each such Security, or the portion thereof, to be redeemed
     and, if applicable, that interest thereon shall cease to accrue on and
     after said date,

          (6)  the Place or Places of Payment where such Securities are to be
     surrendered for payment of the Redemption Price and accrued interest, if
     any, or for conversion,

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

          (8)  the CUSIP number of such Securities, if any, and

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

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

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

  SECTION 1106.  Securities Payable on Redemption Date.  Notice of redemption
                 -------------------------------------
having been given as aforesaid, the Securities so to be redeemed shall, on the
Redemption Date, become due and payable at the Redemption Price therein
specified in the currency or currencies, currency unit or units or composite
currency or currencies in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 301 for the Securities of
such series) (together with accrued interest, if any, to the Redemption Date),
and from and after such date (unless the Company shall default in the payment of
the Redemption Price and accrued interest) such Securities shall, if the same
were interest-bearing, cease to bear interest.  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, if
any, to the Redemption Date; provided, however, that installments of interest on
                             --------  -------
Securities whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 307.

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

  SECTION 1107.  Securities Redeemed in Part.  Any Security which is to be
                 ---------------------------
redeemed only in part (pursuant to the provisions of this Article or of Article
Twelve) shall be surrendered at a Place of Payment therefor (with, if the
Company or the Trustee so requires, due endorsement by, or a written instrument
of transfer in form satisfactory to the Company and the Trustee duly executed
by, the Holder thereof or his attorney duly authorized in writing) and the
Company

                                       53
<PAGE>

shall execute and the Trustee shall authenticate and deliver to the Holder of
such Security without service charge a new Security or Securities of the same
series, of any authorized denomination as requested by such Holder in aggregate
principal amount equal to and in exchange for the unredeemed portion of the
principal of the Security so surrendered.

                                ARTICLE TWELVE


                                 SINKING FUNDS

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

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

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

  SECTION 1203.  Redemption of Securities for Sinking Fund.  Not less than 45
                 -----------------------------------------
days prior to each sinking fund payment date for Securities of any series, the
Company will deliver to the Trustee an Officers' Certificate specifying the
amount of the next ensuing mandatory sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash in the currency or currencies, currency unit or
units or composite currency or currencies in which the Securities of such series
are payable (except as otherwise specified pursuant to Section 301 for the
Securities of such series) and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities of that series pursuant to
Section 1202, and the optional amount, if any, to be added in cash to the next
ensuing mandatory sinking fund payment, and will also deliver to the Trustee any
Securities to be so delivered and credited.  If such Officers' Certificate shall
specify an optional amount to be added in cash to the next ensuing mandatory
sinking fund payment, the Company shall thereupon be obligated to pay the amount
therein specified.  Not less than 30 days before each such sinking fund payment
date the Trustee shall select the Securities to be redeemed upon such sinking
fund

                                       54
<PAGE>

payment date in the manner specified in Section 1103 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 1104. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1106 and 1107.

                               ARTICLE THIRTEEN


                      REPAYMENT AT THE OPTION OF HOLDERS

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

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

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

                                       55
<PAGE>

principal amount of such Security is to be repaid in accordance with the terms
of such Security, the principal amount of such Security to be repaid, in
increments of the minimum denomination for Securities of such series, and the
denomination or denominations of the Security or Securities to be issued to the
Holder for the portion of the principal amount of such Security surrendered that
is not to be repaid, must be specified. The principal amount of any Security
providing for repayment at the option of the Holder thereof may not be repaid in
part if, following such repayment, the unpaid principal amount of such Security
would be less than the minimum authorized denomination of Securities of the
series of which such Security to be repaid is a part. Except as otherwise may be
provided by the terms of any Security providing for repayment at the option of
the Holder thereof, exercise of the repayment option by the Holder shall be
irrevocable unless waived by the Company.

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

  If the principal amount of any Security surrendered for repayment shall not be
so repaid upon surrender thereof, such principal amount (together with interest,
if any, thereon accrued to such Repayment Date) shall, until paid, bear interest
from the Repayment Date at the rate of interest or Yield to Maturity (in the
case of Original Issue Discount Securities) set forth in such Security.

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

                               ARTICLE FOURTEEN


                      DEFEASANCE AND COVENANT DEFEASANCE

  SECTION 1401.  Applicability of Article; Company's Option to Effect Defeasance
                 ---------------------------------------------------------------
or Covenant Defeasance'. Unless otherwise provided, pursuant to Section 301, in
----------------------
respect of the Securities of or within a series, the Company may, at its option,
by Board Resolution at any time,

                                       56
<PAGE>

elect to have either or both of (a) the defeasance provisions of Section 1402 or
(b) the covenant defeasance provisions of Section 1403 apply to the Outstanding
Securities of or within such series upon compliance with the applicable
conditions set forth in this Article.

  SECTION 1402.  Defeasance and Discharge.  Upon the Company's exercise of the
                 ------------------------
above option applicable to this Section with respect to any Securities of or
within a series, the Company shall be deemed to have been discharged from its
obligations with respect to such Outstanding Securities on the date the
conditions set forth in Section 1404 are satisfied (hereinafter, "defeasance").
For this purpose, such defeasance means that the Company shall be deemed to have
paid and discharged the entire indebtedness represented by such Outstanding
Securities, which shall thereafter be deemed to be "Outstanding" only for the
purposes of Section 1405 and the other Sections of this Indenture referred to in
clauses (A) and (B) of this Section, and to have satisfied all its other
obligations under such Securities and this Indenture insofar as such Securities
are concerned (and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging the same), except for the following which shall
survive until otherwise terminated or discharged hereunder:  (A) the rights of
Holders of such Outstanding Securities  to receive, solely from the trust fund
described in Section 1404 and as more fully set forth in such Section, payments
in respect of the principal of (and premium, if any) and interest, if any, on
such Securities  when such payments are due, (B) the Company's obligations with
respect to such Securities under Sections 305, 306, 1002 and 1003 and with
respect to the payment of Additional Amounts, if any, on such Securities as
contemplated by Section 1006, (C) the rights, powers, trusts, duties,
indemnities and immunities of the Trustee hereunder and (D) this Article.
Subject to compliance with this Article Fourteen, the Company may exercise its
option under this Section notwithstanding the prior exercise of its option under
Section 1403 with respect to such Securities

  SECTION 1403.  Covenant Defeasance.  Upon the Company's exercise of the above
                 -------------------
option applicable to this Section with respect to any Securities of or within a
series, the Company shall be released from its obligations under any covenant
with respect to such Outstanding Securities on and after the date the conditions
set forth in Section 1404 are satisfied (hereinafter, "covenant defeasance"),
and such Securities  shall thereafter be deemed to be not "Outstanding" for the
purposes of any direction, waiver, consent or declaration or Act of Holders (and
the consequences of any thereof) in connection with any such covenant, but shall
continue to be deemed "Outstanding" for all other purposes hereunder.  For this
purpose, such covenant defeasance means that, with respect to such Outstanding
Securities, the Company may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any
covenant or by reason of reference in any covenant to any other provision herein
or in any other document and such omission to comply shall not constitute a
default or an Event of Default under Section 501(4) or 501(7) or otherwise, as
the case may be, but, except as specified above, the remainder of this Indenture
and such Securities  shall be unaffected thereby.

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

     (a) The Company shall irrevocably have deposited or caused to be deposited
  with the Trustee (or another trustee satisfying the requirements of Section
  607 who shall agree to comply with the provisions of this Article Fourteen
  applicable to it) as trust funds in trust for

                                       57
<PAGE>

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

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

     (c) No Event of Default or event which with notice or lapse of time or both
  would become an Event of Default with respect to such Securities  shall have
  occurred and be continuing on the date of such deposit or, insofar as Sections
  501(5) and 501(6) are concerned, at any time during the period ending on the
  91st day after the date of such deposit (it being understood that this
  condition shall not be deemed satisfied until the expiration of such period).

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

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

     (f) The Company shall have delivered to the Trustee an Officers'
  Certificate and an Opinion of Counsel, each stating that all conditions
  precedent to the defeasance under Section 1402 or the covenant defeasance
  under Section 1403 (as the case may be) have been

                                       58
<PAGE>

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

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

  SECTION 1405.  Deposited Money and Government Obligations to be Held in Trust;
                 ---------------------------------------------------------------
Other Miscellaneous Provisions.  Subject to the provisions of the last paragraph
------------------------------
of Section 1003, all money and Government Obligations (or other property as may
be provided pursuant to Section 301) (including the proceeds thereof) deposited
with the Trustee (or other qualifying trustee, collectively for purposes of this
Section 1405, the "Trustee") pursuant to Section 1404 in respect of any
Outstanding Securities of any series  shall be held in trust and applied by the
Trustee, in accordance with the provisions of such 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 Holders of such Securities  of all sums due and to become due
thereon in respect of principal (and premium, if any) and interest and
Additional Amounts, if any, but such money need not be segregated from other
funds except to the extent required by law.

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

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

                                   * * * * *

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

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



                              MCI WORLDCOM, INC.

                                       59
<PAGE>

                                   By:__________________________________
                                   Title:


                                   CHASE MANHATTAN TRUST COMPANY,
                                   NATIONAL ASSOCIATION, as Trustee


                                   By:__________________________________
                                   Title: Vice President

                                       60