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                                                                     EXHIBIT 4.2

                                TALX CORPORATION

                                       TO

                    THE BANK OF NEW YORK TRUST COMPANY, N. A.

                                   AS TRUSTEE

                                   ----------

                             SUBORDINATED INDENTURE

                              DATED AS OF [__], 20

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                                TABLE OF CONTENTS

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ARTICLE I. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION..............................................          1
         Section 1.1.               Definitions.................................................................          1
         Section 1.2.               Compliance certificates and opinions........................................         12
         Section 1.3.               Form of documents delivered to Trustee......................................         12
         Section 1.4.               Notices, etc., to Trustee and Company.......................................         13
         Section 1.5.               Notice to Holders; Waiver...................................................         13
         Section 1.6.               Conflict with Trust Indenture Act...........................................         14
         Section 1.7.               Effect of headings and Table of Contents....................................         14
         Section 1.8.               Successors and Assigns......................................................         15
         Section 1.9.               Separability clause.........................................................         15
         Section 1.10.              Benefits of Indenture.......................................................         15
         Section 1.11.              Governing law...............................................................         15
         Section 1.12.              Legal Holidays..............................................................         15
         Section 1.13.              No security interest created................................................         15
         Section 1.14.              Liability solely corporate..................................................         16

ARTICLE II. DEBT SECURITY FORMS.................................................................................         16
         Section 2.1.               Forms generally.............................................................         16
         Section 2.2.               Form of Trustee's Certificate of Authentication.............................         17
         Section 2.3.               Securities in Global Form...................................................         17

ARTICLE III. THE DEBT SECURITIES................................................................................         18
         Section 3.1.               Amount unlimited; issuable in series........................................         18
         Section 3.2.               Denominations...............................................................         23
         Section 3.3.               Execution, authentication; delivery and dating..............................         23
         Section 3.4.               Temporary Debt Securities; exchange of temporary Global Notes for
                                         definitive Bearer Securities; Global Notes representing
                                         Registered Securities..................................................         25
         Section 3.5.               Registration, transfer and exchange.........................................         31
         Section 3.6.               Mutilated, destroyed, lost and stolen Debt Securities.......................         33
         Section 3.7.               Payment of interest; interest rights preserved..............................         34
         Section 3.8.               Cancellation................................................................         36
         Section 3.9.               Computation of interest.....................................................         37
         Section 3.10.              Currency of payments in respect of Debt Securities..........................         37
         Section 3.11.              Judgments...................................................................         40
         Section 3.12.              Exchange upon default.......................................................         41

ARTICLE IV. SATISFACTION AND DISCHARGE..........................................................................         42
         Section 4.1.               Satisfaction and discharge of Indenture.....................................         42
         Section 4.2.               Application of trust money..................................................         43
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ARTICLE V. REMEDIES.............................................................................................         44
         Section 5.1.               Events of Default...........................................................         44
         Section 5.2.               Acceleration of maturity; rescission and annulment..........................         45
         Section 5.3.               Collection of indebtedness and suits for enforcement by Trustee.............         46
         Section 5.4.               Trustee may file proofs of claim............................................         47
         Section 5.5.               Trustee may enforce claims without possession of Debt Securities............         48
         Section 5.6.               Application of money collected..............................................         48
         Section 5.7.               Limitation on suits.........................................................         49
         Section 5.8.               Unconditional right of Holders to receive principal, premium and
                                         interest...............................................................         49
         Section 5.9.               Restoration of rights and remedies..........................................         50
         Section 5.10.              Rights and remedies cumulative..............................................         50
         Section 5.11.              Delay or omission not waiver................................................         50
         Section 5.12.              Control by Holders..........................................................         50
         Section 5.13.              Waiver of past defaults.....................................................         51
         Section 5.14.              Undertaking for costs.......................................................         51
         Section 5.15.              Waiver of stay or extension laws............................................         52

ARTICLE VI. THE TRUSTEE.........................................................................................         52
         Section 6.1.               Certain duties and responsibilities.........................................         52
         Section 6.2.               Notice of defaults..........................................................         53
         Section 6.3.               Certain rights of Trustee...................................................         54
         Section 6.4.               Not responsible for recitals or issuance of Debt Securities.................         55
         Section 6.5.               May hold Debt Securities....................................................         55
         Section 6.6.               Money held in trust.........................................................         56
         Section 6.7.               Compensation and reimbursement..............................................         56
         Section 6.8.               Disqualification; conflicting interests.....................................         57
         Section 6.9.               Corporate Trustee required; eligibility.....................................         57
         Section 6.10.              Resignation and removal; appointment of successor...........................         57
         Section 6.11.              Acceptance of appointment by successor......................................         58
         Section 6.12.              Merger, conversion, consolidation or succession to business.................         59
         Section 6.13.              Preferential collection of claims against Company...........................         60
         Section 6.14.              Appointment of Authenticating Agent.........................................         60

ARTICLE VII. HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY..................................................         61
         Section 7.1.               Company to furnish Trustee names and addresses of Holders...................         61
         Section 7.2.               Preservation of information, communication to Holders.......................         62
         Section 7.3.               Reports by Trustee..........................................................         63
         Section 7.4.               Reports by Company..........................................................         63

ARTICLE VIII. CONCERNING THE HOLDERS............................................................................         64
         Section 8.1.               Acts of Holders.............................................................         64
         Section 8.2.               Proof of ownership; proof of execution of instruments by Holder.............         65
         Section 8.3.               Persons deemed owners.......................................................         66
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         Section 8.4.               Revocation of consents; future Holders bound................................         66

ARTICLE IX. HOLDERS' MEETINGS...................................................................................         66
         Section 9.1.               Purposes of meetings........................................................         66
         Section 9.2.               Call of meetings by Trustee.................................................         67
         Section 9.3.               Call of meetings by Company or Holders......................................         67
         Section 9.4.               Qualifications for voting...................................................         67
         Section 9.5.               Regulations.................................................................         68
         Section 9.6.               Voting......................................................................         68

ARTICLE X. CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE.................................................         69
         Section 10.1.              Company may consolidate, etc., only on certain terms........................         69
         Section 10.2.              Successor Corporation substituted...........................................         69

ARTICLE XI. SUPPLEMENTAL INDENTURES.............................................................................         70
         Section 11.1.              Supplemental indentures without consent of Holders..........................         70
         Section 11.2.              Supplemental indentures with consent of Holders.............................         71
         Section 11.3.              Execution of supplemental indentures........................................         73
         Section 11.4.              Effect of supplemental indentures...........................................         73
         Section 11.5.              Conformity with Trust Indenture Act.........................................         73
         Section 11.6.              Reference in Debt Securities to supplemental indentures.....................         73
         Section 11.7.              Notice of supplemental indenture............................................         73

ARTICLE XII. COVENANTS..........................................................................................         74
         Section 12.1.              Payment of principal, premium and interest..................................         74
         Section 12.2.              Officer's certificate as to default.........................................         74
         Section 12.3.              Maintenance of office or agency.............................................         74
         Section 12.4.              Money for Debt Securities; payments to be held in trust.....................         75
         Section 12.5.              Waiver of certain covenants.................................................         77

ARTICLE XIII. REDEMPTION OF DEBT SECURITIES.....................................................................         77
         Section 13.1.              Applicability of Article....................................................         77
         Section 13.2.              Election to redeem; notice to Trustee.......................................         77
         Section 13.3.              Selection by Trustee of Debt Securities to be redeemed......................         78
         Section 13.4.              Notice of redemption........................................................         79
         Section 13.5.              Deposit of redemption price.................................................         80
         Section 13.6.              Debt Securities payable on Redemption Date..................................         80
         Section 13.7.              Debt Securities redeemed in part............................................         81
         Section 13.8.              Conversion Arrangement in Call for Redemption...............................         81

ARTICLE XIV. SINKING FUNDS......................................................................................         82
         Section 14.1.              Applicability of Article....................................................         82
         Section 14.2.              Satisfaction of mandatory sinking fund payments with Debt Securities........         82
         Section 14.3.              Redemption of Debt Securities for sinking fund..............................         82
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ARTICLE XV. DEFEASANCE..........................................................................................         84
         Section 15.1.              Applicability of Article....................................................         84
         Section 15.2.              Defeasance upon deposit of moneys or U.S. Government Obligations............         84
         Section 15.3.              Deposited moneys and U.S. Government Obligations to be held in trust........         87
         Section 15.4.              Repayment to Company........................................................         87

ARTICLE XVI. CONVERSION.........................................................................................         87
         Section 16.1.              Applicability; conversion privilege.........................................         87
         Section 16.2.              Conversion procedure; Conversion Price; fractional shares...................         87
         Section 16.3.              Adjustment of Conversion Price for Common Stock.............................         89
         Section 16.4.              Consolidation or merger of the Company......................................         92
         Section 16.5.              Notice of adjustment........................................................         93
         Section 16.6.              Notice in certain events....................................................         93
         Section 16.7.              Company to reserve stock; registration; listing.............................         94
         Section 16.8.              Taxes on conversion.........................................................         94
         Section 16.9.              Conversion after record date................................................         95
         Section 16.10.             Conversion of Debt Securities into Preferred Shares or other
                                         Securities.............................................................         95
         Section 16.11.             Company determination final.................................................         95
         Section 16.12.             Trustee's disclaimer........................................................         95

ARTICLE XVII. SUBORDINATION.....................................................................................         96
         Section 17.1.              Agreement to subordinate....................................................         96
         Section 17.2.              Certain definitions.........................................................         96
         Section 17.3.              Liquidation; dissolution; bankruptcy, etc...................................         96
         Section 17.4.              Default on Senior Indebtedness..............................................         97
         Section 17.5.              When distribution must be paid over.........................................         97
         Section 17.6.              Notice by Company...........................................................         98
         Section 17.7.              Subrogation.................................................................         98
         Section 17.8.              Relative Rights.............................................................         98
         Section 17.9.              Subordination may not be impaired by Company................................         99
         Section 17.10.             Distribution................................................................         99
         Section 17.11.             Rights of Trustee and Paying Agent..........................................         99
         Section 17.12.             Authorization to effect subordination.......................................        100

ARTICLE XVIII. EXTENDED INTEREST PERIOD.........................................................................        100
         Section 18.1.              Extension of Interest Payment Period........................................        100
         Section 18.2.              Notice of extension.........................................................        100
         Section 18.3.              Limitation on transactions..................................................        101
         Section 18.4.              Applicability of Article....................................................        101
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      SUBORDINATED INDENTURE dated as of    [__], 20 , between TALX Corporation,
a Missouri corporation (hereinafter called the "Company"), having its principal
executive office at 1850 Borman Court, St. Louis, Missouri 64146 and The Bank of
New York Trust Company, N.A., a national banking association (hereinafter called
the "Trustee"), having its designated corporate trust office at 2 North LaSalle
Street, Suite 1020 Chicago, IL 60602.

                             RECITALS OF THE COMPANY

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

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

      NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE I.

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

      Section 1.1. 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 Trust
      Indenture Act, either directly or by reference therein, have the meanings
      assigned to them therein;

            (3) all accounting terms not otherwise defined herein have the
      meanings assigned to them in accordance with generally accepted accounting
      principles or as provided with respect to any series of Debt Securities,
      and, except as otherwise herein provided or as provided with respect to
      any series of Debt Securities, the term "generally accepted accounting
      principles" or "GAAP" with respect to any computation required or
      permitted hereunder with respect to any series of Debt Securities, shall
      mean such generally accepted accounting principles as are set forth in
      statements and pronouncements of the Financial Accounting Standards Board
      and in opinions of the Accounting Principles Board

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      of the American Institute of Certified Public Accountants, or in such
      other statements by such other entity as have been approved by a
      significant segment of the accounting profession or which have other
      substantial authoritative support in the United States and are applicable
      in the circumstances, in each case, as applied on a consistent basis,
      which are in effect as of the issuance date of such series of Debt
      Securities; 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.

Certain terms, used principally in Article III or Article VI, are defined in
those respective Articles.

      "Act" when used with respect to any Holder, has the meaning specified in
Section 8.1.

      "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" as used with respect to any Person shall mean the possession, directly
or indirectly, of the power to direct or cause the direction of the management
or policies of such Person, whether through the ownership of voting securities,
by agreement or otherwise. For purposes of this definition, the terms
"controlling," "controlled by" and "under common control with" shall have
correlative meanings.

      "Authenticating Agent" has the meaning specified in Section 6.14.

      "Authorized Newspaper" means a newspaper in an official language of the
country of publication customarily published at least once a day, and
customarily published for at least five days in each calendar week, and of
general circulation in the place in connection with which the term is used or in
the financial community of such place. Where successive publications are
required to be made in Authorized Newspapers, the successive publications may be
made in the same or in different newspapers in the same city meeting the
foregoing requirements and in each case on any Business Day in such city.

      "Bearer Security" means any Debt Security (with or without Coupons), in
the form established pursuant to Section 2.1, which is payable to bearer
(including any Global Note payable to bearer) and title to which passes by
delivery only, but does not include any Coupons.

      "Board of Directors" means either the board of directors of the Company,
or any committee of that board duly authorized to act hereunder or any director
or directors and/or officer or officers of the Company to whom that board or
committee shall have delegated its authority.

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      "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. Where any provision of this
Indenture refers to action to be taken pursuant to a Board Resolution (including
the establishment of any series of the Debt Securities and the forms and terms
thereof) such action may be taken by any committee, officer or employee of the
Company authorized to take such action by a Board Resolution.

      "Business Day" when used with respect to any Place of Payment or any other
particular location referred to in this Indenture or in the Debt Securities
means any day which is not a Saturday, a Sunday or a legal holiday or a day on
which banking institutions or trust companies in that Place of Payment or other
location, or, with respect to Debt Securities denominated in Foreign Currency,
in the capital city of the country of such Foreign Currency, or, with respect to
Debt Securities denominated in the euro, in Brussels, Belgium, are authorized or
obligated by law or regulation to close, except as otherwise specified pursuant
to Section 3.1.

      "Clearstream" means Clearstream Banking, S.A. (or any successor securities
clearing agency).

      "Closing Price" of the Common Stock for any Trading Day means (i) if the
Common Stock is then listed or admitted for trading on any national securities
exchange, the last sale price, or the closing bid price if no sale occurred, of
the Common Stock on such Trading Day on the principal securities exchange on
which the Common Stock is listed, (ii) if the Common Stock is not listed or
admitted for trading as described in clause (i), the last reported sale price of
the Common Stock on such Trading Day in the Nasdaq National Market, or any
similar system of automated dissemination of quotations of securities prices
then in common use, if so quoted, or (iii) if not listed or quoted as described
in clause (i) or (ii), the mean between the high bid and low asked quotations on
such Trading Day for the Common Stock as reported by the National Quotation
Bureau Incorporated if at least two securities dealers have inserted both bid
and asked quotations for the Common Stock on at least five of the ten preceding
Trading Days. If none of the conditions set forth above is met, the last
reported sale price of the Common Stock on any Trading Day or the average of
such last reported sale prices for any period shall be the fair market value of
the Common Stock as determined by a member firm of the New York Stock Exchange
selected by the Company.

      "Code" means the Internal Revenue Code of 1986, as amended.

      "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, as amended,
or if at any time after the execution of this 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 the class of Common Stock, par value $.01 per share,
of the Company authorized at the date of this Indenture as originally signed, or
any other

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class of stock resulting from successive changes or reclassifications of such
Common Stock, and in any such case including any shares thereof authorized after
the date of this Indenture, and any other shares of stock of the Company which
do not have any priority in the payment of dividends or upon liquidation over
any other class of stock.

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

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

      "Component Currency" has the meaning specified in Section 3.10(i).

      "Conversion Agent" means any Person authorized by the Company to receive
Debt Securities to be converted into Common Stock on behalf of the Company. The
Company initially authorizes the Trustee to act as Conversion Agent for the Debt
Securities on its behalf. The Company may at any time from time to time
authorize one or more Persons to act as Conversion Agent in addition to or in
place of the Trustee with respect to any series of Debt Securities issued under
this Indenture.

      "Conversion Date" has the meaning specified in Section 3.10(e).

      "Conversion Event" means the cessation of (i) a Foreign Currency to be
used both by the government of the country which issued such Currency and for
the settlement of transactions by public institutions of or within the
international banking community, or any Currency unit to be used for the
purposes for which it was established. Notwithstanding any term herein, or in
any supplement hereto, to the contrary, in no instance shall the Trustee be
under any duty or obligation to determine or monitor whether a Conversion Event
has occurred. Upon receipt by the Trustee of an Officers' Certificate of the
Company certifying to the effect that a Conversion Event has occurred, the
Trustee shall be entitled to rely exclusively thereon without independent
investigation on its part.

      "Conversion Price" means, with respect to any series of Debt Securities
which are convertible into Common Stock, the price per share of Common Stock at
which the Debt Securities of such series are so convertible pursuant to Section
3.1 with respect to such series, as the same may be adjusted from time to time
in accordance with Section 16.3.

      "Corporate Trust Office" means the designated corporate trust office of
the Trustee at which at any particular time its corporate trust business shall
be administered, which office at the date of execution of this instrument is
located at 2 North LaSalle Street, Suite 1020 Chicago, IL 60602, Attention:
Corporate Trust Administration.

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      "Corporation" includes corporations, associations, national associations,
limited liability companies, limited partnerships, business trusts and other
legal entities.

      "Coupon" means any interest coupon appertaining to any Debt Security.

      "Coupon Security" means any Bearer Security authenticated and delivered
with one or more Coupons appertaining thereto.

      "Currency" means Dollars or Foreign Currency.

      "Currency Determination Agent" means the New York Clearing House bank, if
any, from time to time selected by the Company for purposes of Section 3.10;
provided that such agent shall accept such appointment in writing and the terms
of such appointment shall be acceptable to the Company and shall, in the opinion
of the Company and the Trustee at the time of such appointment, require such
agent to make the determinations required by this Indenture by a method
consistent with the method provided in this Indenture for the making of such
decision or determination.

      "Current Market Price" on any date shall mean the average of the daily
Closing Prices per share of Common Stock for any thirty (30) consecutive Trading
Days selected by the Company prior to the date in question, which thirty (30)
consecutive Trading Day period shall not commence more than forty-five (45)
Trading Days prior to the day in question; provided that with respect to Section
16.3(3), the "Current Market Price" of the Common Stock shall mean the average
of the daily Closing Prices per share of Common Stock for the ten (10)
consecutive Trading Days ending on the date of the distribution referred to in
Section 16.3(3) (or if such date shall not be a Trading Day, on the Trading Day
immediately preceding such date).

      "Debt Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Debt Securities (including any Global
Notes) authenticated and delivered under this Indenture.

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

      "Discharged" has the meaning specified in Section 15.2.

      "Discount Security" means any Debt Security which is issued with "original
issue discount" within the meaning of Section 1273(a) of the Code (or any
successor provision) and the regulations thereunder.

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

      "Dollar Equivalent of the Currency Unit" has the meaning specified in
Section 3.10(h).

                                       5

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      "Dollar Equivalent of the Foreign Currency" has the meaning specified in
Section 3.10(g).

      "Election Date" has the meaning specified in Section 3.10(i).

      "Euroclear " means Euroclear Bank, S.A./N.V., as operator of the Euroclear
system (or any successor securities clearing agency).

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

      "Exchange Rate Officer's Certificate" means a facsimile transmission or a
certificate setting forth (i) the applicable Market Exchange Rate and (ii) the
Dollar, Foreign Currency or Currency unit amounts of principal, premium, if any,
and any interest respectively (on an aggregate basis and on the basis of a Debt
Security having the lowest denomination principal amount determined in
accordance with Section 3.2 in the relevant Currency or Currency unit), payable
on the basis of such Market Exchange Rate sent (in the case of a facsimile
transmission) or signed (in the case of a certificate) by the Chief Financial
Officer, Treasurer or any Assistant Treasurer of the Company.

      "Extended Interest Period" has the meaning specified in Section 3.1.

      "Fixed Rate Security" means a Debt Security which provides for the payment
of interest at a fixed rate.

      "Floating Rate Security" means a Debt Security which provides for the
payment of interest at a variable rate determined periodically by reference to
an interest rate index or any other index specified pursuant to Section 3.1.

      "Foreign Currency" means a currency issued by the government of any
country other than the United States or a composite currency or currency unit
the value of which is determined by reference to the values of the currencies of
any group of countries.

      "Global Note" means a Registered or Bearer Security evidencing all or part
of a series of Debt Securities, including, without limitation, any temporary or
Permanent Global Note.

      "Holder" means, with respect to a Registered Security, the Registered
Holder, and with respect to a Bearer Security or a Coupon, the bearer thereof.

      "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, unless the context otherwise requires, shall include the terms of a
particular series of Debt Securities as established pursuant to Section 3.1.

      "Interest" or "interest," when used with respect to a Discount Security
which by its terms bears interest only on a certain date, means interest payable
after such date, and,

                                       6

<PAGE>

when used with respect to a Bearer Security, includes any additional amounts
payable on such Bearer Security, if so provided pursuant to Section 3.1.

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

      "Market Exchange Rate" means, except as otherwise provided pursuant to
Section 3.1, or in any Debt Security, (i) for any conversion involving a
Currency unit on the one hand and Dollars or any Foreign Currency on the other,
the exchange rate between the relevant Currency unit and Dollars or such Foreign
Currency calculated by the method specified pursuant to Section 3.1 for the
securities of the relevant series, (ii) for any conversion of Dollars into any
Foreign Currency, the noon (New York City time) buying rate for such Foreign
Currency for cable transfers quoted in New York City as certified for customs
purposes by the Federal Reserve Bank of New York and (iii) for any conversion of
one Foreign Currency into Dollars or another Foreign Currency, the spot rate at
noon local time in the relevant market at which, in accordance with normal
banking procedures, the Dollars or Foreign Currency into which conversion is
being made could be purchased with the Foreign Currency from which conversion is
being made from major banks located in either New York City, London or any other
principal market for Dollars or such purchased Foreign Currency. In the event of
the unavailability of any of the exchange rates provided for in the foregoing
clauses (i), (ii) and (iii) the Currency Determination Agent, if any, or if
there shall not be a Currency Determination Agent, then the Trustee, shall use,
in its sole discretion and without liability on its part, such quotation of the
Federal Reserve Bank of New York as of the most recent available date, or
quotations from one or more major banks in New York City, London or other
principal market for such Currency or Currency unit in question, or such other
quotations as the Currency Determination Agent or the Trustee, as the case may
be, shall deem appropriate. Unless otherwise specified by the Currency
Determination Agent, if any, or if there shall not be a Currency Determination
Agent, then by the Trustee, if there is more than one market for dealing in any
Currency or Currency unit by reason of foreign exchange regulations or
otherwise, the market to be used in respect of such Currency or Currency unit
shall be that upon which a nonresident issuer of securities designated in such
Currency or Currency unit would purchase such Currency or Currency unit in order
to make payments in respect of such securities.

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

      "Notice of Default" has the meaning specified in Section 6.2.

      "Officers' Certificate" means a certificate signed by the Chairman of the
Board, a Vice Chairman, the Chief Executive Officer, the President, the Chief
Financial Officer, any Senior Vice President or a Vice President, and by the
Treasurer, an Assistant

                                       7

<PAGE>

Treasurer, the Controller, an Assistant Controller, 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 to the Company (including an employee of the Company), which is
delivered to the Trustee, which opinion may be subject to standard
qualifications and exceptions.

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

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

            (ii) Debt Securities for whose redemption 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 and held in trust
by the Company (if the Company shall act as its own Paying Agent) for the
Holders of such Debt Securities and any Coupons thereto pertaining; provided,
however, that if such Debt Securities are to be redeemed prior to their Stated
Maturity, notice of such redemption has been duly given pursuant to this
Indenture or provision therefor satisfactory to the Trustee has been made and
the date for such redemption has passed; and

            (iii) Debt Securities which have been paid pursuant to Section 3.6
or in exchange for or in lieu of which other Debt Securities have been
authenticated and delivered pursuant to this Indenture, other than any such Debt
Securities in respect of which there shall have been presented to the Trustee
proof satisfactory to it that such Debt Securities are held by a bona fide
purchaser in whose hands such Debt Securities are valid obligations of the
Company; provided, however, that in determining whether the Holders of the
requisite principal amount of Debt Securities Outstanding have performed any Act
hereunder, Debt Securities owned by the Company or any other obligor upon the
Debt Securities or any Affiliate of the Company or of such other obligor shall
be disregarded and deemed not to be Outstanding (provided, that in connection
with any offer by the Company or any obligor to purchase Debt Securities, Debt
Securities tendered by a Holder shall be Outstanding until the date of
purchase), except that, (i) in determining whether the Trustee shall be
protected in relying upon any such Act, only Debt Securities which a Responsible
Officer of the Trustee actually knows to be so owned shall be so disregarded and
(ii) the foregoing shall not apply at any time when all of the Outstanding Debt
Securities are owned by the Company, the Trustee and/or any such Affiliate. Debt
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 to act with respect to such Debt Securities and that the pledgee
is not the Company or any other obligor upon the Debt Securities or any
Affiliate of the Company or of such other obligor. In determining whether the
Holders of the requisite principal amount of Outstanding Debt Securities have
performed any Act hereunder, the principal amount of a Discount Security that
shall be deemed to be Outstanding for such purpose shall be the amount of the
principal thereof that would be due and payable as of the date

                                       8

<PAGE>

of such determination upon a declaration of acceleration of the Maturity thereof
pursuant to Section 5.2 and the principal amount of a Debt Security denominated
in a Foreign Currency that shall be deemed to be Outstanding for such purpose
shall be the amount calculated pursuant to Section 3.10(k).

      "Overdue Rate" when used with respect to any series of the Debt
Securities, means the rate designated as such in that series of Debt Securities
or pursuant to the Board Resolution or the supplemental indenture, as the case
may be, relating to such series as contemplated by Section 3.1.

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

      "Permanent Global Note" shall have the meaning given such term in Section
3.4(b).

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

      "Place of Payment" when used with respect to the Debt Securities of any
series means the place or places where the principal of (and premium, if any)
and interest on the Debt Securities of that series are payable as specified
pursuant to Section 3.1.

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

      "Preferred Stock" means any shares of capital stock issued by the Company
that are entitled to a preference or priority over the Common Stock upon any
distribution of the Company's assets, whether by dividend or upon liquidation.

      "Redemption Date" means the date fixed for redemption of any Debt Security
pursuant to this Indenture which, unless otherwise specified pursuant to Section
3.1, shall be an Interest Payment Date only.

      "Redemption Price" means, in the case of a Discount Security, unless
otherwise specified pursuant to Section 3.1, the amount of the principal thereof
that would be due and payable as of the Redemption Date upon a declaration of
acceleration of the Maturity thereof pursuant to Section 5.2, and in the case of
any other Debt Security, the principal

                                       9

<PAGE>

amount thereof, plus, in each case, premium, if any, and accrued and unpaid
interest, if any, to the Redemption Date.

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

      "Registered Security" means any Debt Security in the form established
pursuant to Section 2.1 which is registered as to principal and interest in the
Security Register.

      "Regular Record Date" for the interest payable on the Registered
Securities of any series on any Interest Payment Date means the date specified
for that purpose pursuant to Section 3.1 for such Interest Payment Date.

      "Responsible Officer" when used with respect to the Trustee means any vice
president, assistant vice president, assistant secretary, assistant treasurer,
trust officer 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 his knowledge of and
familiarity with the particular subject and who shall have direct responsibility
for the administration of this Indenture.

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

      "Senior Indebtedness" has the meaning specified in Section 17.2.

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

      "Specified Amount" has the meaning specified in Section 3.10(i).

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

      "Subsidiary" means, with respect to any specified Person, (i) any
corporation, association, or other business entity of which more than 50% of the
total voting power of shares of capital stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or
trustees thereof is at the time owned or controlled, directly or indirectly, by
such Person or one or more of the other Subsidiaries of that Person (or a
combination thereof) and (ii) any partnership (a) the sole general partner or
the managing general partner of which is such Person or a Subsidiary of such
Person or (b) the only general partners of which are such Person or one or more
Subsidiaries of such Person (or any combination thereof).

                                       10

<PAGE>

      "Temporary Global Note" or "temporary Global Note" shall have the meaning
given such term in Section 3.4(b).

      "Trading Day" means a day during which trading in securities generally
occurs in the Nasdaq National Market or, if the applicable security is not
quoted in the Nasdaq National Market, on the principal other national or
regional securities exchange or market on which the applicable security is then
listed or traded.

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

      "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended
and as in force at the date as of which this instrument was executed, except as
provided in Section 11.5.

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

      "U.S. Depositary" means a clearing agency registered under the Securities
Exchange Act of 1934, as amended, or any successor thereto, which shall in
either case be designated as such by the Company pursuant to Section 3.1 until a
successor U.S. Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "U.S. Depositary" shall mean or
include each Person who is then a U.S. Depositary hereunder, and if at any time
there is more than one such Person, "U.S. Depositary" as used with respect to
the Debt Securities of any series shall mean the U.S. Depositary with respect to
the Debt Securities of that series.

      "U.S. Government Obligations" has the meaning specified in Section 15.2.

      "U.S. Person" means a citizen or resident of the United States, a
corporation, partnership, limited liability company 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.

      "Valuation Date" has the meaning specified in Section 3.10(d).

      "Vice President" includes with respect to the Company and the Trustee, any
Vice President of the Company or the Trustee, as the case may be, whether or not
designated by a number or word or words added before or after the title "Vice
President."

                                       11

<PAGE>

      Section 1.2. 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 certificates provided
pursuant to Section 12.2) shall include:

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

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

            (3) a statement that, in the opinion of each such 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 covenant or
      condition 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.

      Every such certificate or opinion provided under this Indenture shall be
without personal recourse to the individual executing the same and may include
an express statement to such effect.

      Section 1.3. Form of documents delivered to Trustee.

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

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

                                       12

<PAGE>

relates to factual matters, upon a certificate or opinion of, or representations
by, an officer or officers of the Company stating that the information with
respect to such factual matters is in the possession of the Company, unless such
counsel knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to such matters are
erroneous.

      Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument. All applications, requests, consents, certificates,
statements, opinions or other instruments given under this Indenture shall be
without personal recourse to any individual giving the same and may include an
express statement to such effect.

      Section 1.4. Notices, etc., to Trustee and Company.

      Any 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 (unless otherwise herein expressly provided)
      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 or airmail postage
      prepaid if sent from outside the United States, to the Company addressed
      to it at the address of its principal office specified in the first
      paragraph of this instrument, to the attention of its Treasurer or Chief
      Financial Officer, or at any other address previously furnished in writing
      to the Trustee by the Company.

      Any such Act or other document shall be in the English language, except
that any published notice may be in an official language of the country of
publication.

      Section 1.5. Notice to Holders; Waiver.

      When this Indenture provides for notice to Holders of any event, (1) such
notice shall be sufficiently given to Registered Holders (unless otherwise
herein expressly provided) if in writing and mailed, first-class postage
prepaid, to such Registered Holders as their names and addresses appear in the
Security Register, within the time prescribed, and (2) such notice shall be
sufficiently given to Holders of Bearer Securities or Coupons (unless otherwise
herein expressly provided) if published at least twice in an Authorized
Newspaper or Newspapers in The City of New York and, if Debt Securities of such
series are then listed on The Stock Exchange of the United Kingdom and the
Republic of Ireland or the Luxembourg Stock Exchange or any other stock exchange
located outside the United States and such stock exchange shall so require, in a
daily newspaper in London or Luxembourg or in such other city or cities
specified pursuant to Section 3.1 or in any Debt Security on Business Days, the
first such publication to be not earlier than the earliest date and the second
such publication to be not later than prior to the latest date

                                       13

<PAGE>

prescribed for the giving of such notice; provided, however, that, in any case,
any notice to Holders of Floating Rate Securities regarding the determination of
a periodic rate of interest, if such notice is required pursuant to Section 3.1,
shall be sufficiently given if given in the manner specified pursuant to Section
3.1.

      In the event of suspension of regular mail service or by reason of any
other cause it shall be impracticable to give notice to Holders of Registered
Securities by mail, such notification as the Company shall reasonably determine
be given with the approval of the Trustee shall constitute sufficient notice for
every purpose hereunder.

      In the event of suspension of publication of any Authorized Newspapers or
by reason of any other cause it shall be impracticable to give notice to Holders
of Bearer Securities by publication, such notification as shall be given with
the approval of the Trustee shall constitute sufficient notice for every purpose
hereunder.

      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 on such waiver. 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, and any notice which is mailed in the manner herein
provided shall be conclusively presumed to have been duly given. In any case
where notice to Holders is given by publication, any defect in any notice so
published as to any particular Holder shall not affect the sufficiency of such
notice with respect to other Holders, and any notice which is published in the
manner herein provided shall be conclusively presumed to have been duly given.

      Section 1.6. Conflict with Trust Indenture Act.

      This Indenture is subject to, and shall be governed by, the provisions of
the Trust Indenture Act. If any provision hereof limits, qualifies or conflicts
with the duties imposed on any person by the provisions of Sections 310 to 317,
inclusive, of the Trust Indenture Act, the duties imposed by the Trust Indenture
Act shall control. If any provision hereof limits, qualifies or conflicts with
any provision of the Trust Indenture Act, which is automatically deemed to be
included in this Indenture by any of the provisions of the Trust Indenture Act,
such provision of the Trust Indenture Act shall control. If a provision of this
Indenture modifies or excludes any provision of the Trust Indenture Act, which
may be modified or excluded, the former provision shall be deemed to apply to
this Indenture as so modified or excluded.

      Section 1.7. Effect of headings and Table of Contents.

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

                                       14

<PAGE>

      Section 1.8. Successors and Assigns.

      The Company shall have the right at all times to assign any of its
respective rights or obligations under the Indenture to a direct or indirect
wholly owned Subsidiary of the Company, provided that, in the event of any such
assignment, the Company shall remain liable for such obligations. All covenants
and agreements in this Indenture by the parties hereto shall bind their
respective successors and assigns and inure to the benefit of their permitted
successors and assigns, whether so expressed or not.

      Section 1.9. Separability clause.

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

      Section 1.10. Benefits of Indenture.

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

      Section 1.11. Governing law.

      This Indenture, the Debt Securities and the Coupons shall be governed by
and construed in accordance with the internal laws of the State of New York.

      Section 1.12. Legal Holidays.

      Unless otherwise specified pursuant to Section 3.1 or in any Debt
Security, in any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Debt Security of any series shall not be a Business Day at any
Place of Payment for the Debt Securities of that series, then (notwithstanding
any other provision of this Indenture or of the Debt Securities or Coupons)
payment of principal (and premium, if any) or interest 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 or at the Stated Maturity, and no
interest shall accrue on the amount so payable for the period from and after
such Interest Payment Date, Redemption Date or Stated Maturity, as the case may
be, to such Business Day if such payment is made or duly provided for on such
Business Day.

      Section 1.13. No security interest created.

      Nothing in this Indenture or in the Debt Securities or Coupons, express or
implied, shall be construed to constitute a security interest under the Uniform
Commercial Code or similar legislation, as now or hereafter enacted and in
effect in any jurisdiction where property of the Company or its Subsidiaries is
or may be located.

                                       15

<PAGE>

      Section 1.14. Liability solely corporate.

      No recourse shall be had for the payment of the principal of (or premium,
if any) or the interest on any Debt Securities or Coupons, or any part thereof,
or of the indebtedness represented thereby, or upon any obligation, covenant or
agreement of this Indenture, against any incorporator, or against any
shareholder, officer or director, as such, past, present or future, of the
Company (or any incorporator, shareholder, officer or director of any
predecessor or successor corporation), either directly or through the Company
(or any such predecessor or successor corporation), whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly agreed and understood that this
Indenture and all the Debt Securities and Coupons are solely corporate
obligations, and that no personal liability whatsoever shall attach to, or be
incurred by, any such incorporator, shareholder, officer or director, past,
present or future, of the Company (or any incorporator, shareholder, officer or
director of any such predecessor or successor corporation), either directly or
indirectly through the Company or any such predecessor or successor corporation,
because of the indebtedness hereby authorized or under or by reason of any of
the obligations, covenants, promises or agreements contained in this Indenture
or in any of the Debt Securities or Coupons or to be implied herefrom or
therefrom; and that any such personal liability is hereby expressly waived and
released as a condition of, and as part of the consideration for, the execution
of this Indenture and the issue of Debt Securities; provided, however, that
nothing herein or in the Debt Securities or Coupons contained shall be taken to
prevent recourse to and the enforcement of the liability, if any, of any
shareholder or subscriber to capital stock upon or in respect of the shares of
capital stock not fully paid.

                                   ARTICLE II.

                               DEBT SECURITY FORMS

      Section 2.1. Forms generally.

      The Debt Securities and the Coupons, if any, of each series shall be
substantially in one of the forms (including global form) established in or
pursuant to a Board Resolution or one or more indentures supplemental hereto,
and shall have such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and may have such
letters, numbers or other marks of identification or designation and such
legends or endorsements 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 pursuant
thereto or with any rule or regulation of any securities exchange, or to conform
to usage, all as determined by the officers executing such Debt Securities and
Coupons as conclusively evidenced by their execution of such Debt Securities and
Coupons. If the form of Debt Securities or Coupons (or any Global Note) of a
series is established in or pursuant to a Board Resolution, a copy of such Board
Resolution shall be delivered to the Trustee, together with an Officers'
Certificate setting forth the form of such Debt Securities, Coupons or Global
Notes, at or prior to the delivery of the Company Order contemplated by Section
3.3 for the authentication and delivery of such Debt Securities (or any such
Global Note) or Coupons.

                                       16

<PAGE>

      Unless otherwise specified as contemplated by Section 3.1, Debt Securities
in bearer form (other than in global form) shall have Coupons attached.

      The definitive Debt Securities and Coupons, if any, of each series shall
be printed, lithographed or engraved or produced by any combination of these
methods on steel engraved borders or may be produced in any other manner, all as
determined by the officers executing such Debt Securities and Coupons, as
conclusively evidenced by their execution of such Debt Securities and Coupons.

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

      The form of the Trustee's certificate of authentication to be borne by the
Debt Securities shall be substantially as follows:

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

      This is one of the series of Debt Securities referred to in the within
mentioned Indenture.

                                     _______________________________, As Trustee
                                     _______________________________

                                     By: ___________________________
                                            Authorized Signatory

      Section 2.3. Securities in Global Form.

      If any Debt Security of a series is issuable in global form (a "Global
Note"), such Global Note may provide that it shall represent the aggregate
amount of Outstanding Debt Securities from time to time endorsed thereon and may
also provide that the aggregate amount of Outstanding Debt Securities
represented thereby may from time to time be reduced or increased to reflect
exchanges. Any endorsement of a Global Note to reflect the amount, or any
increase or decrease in the amount, or changes in the rights of Holders of
Outstanding Debt Securities represented thereby shall be made by the Trustee and
in such manner as shall be specified in such Global Note. Any instructions by
the Company with respect to endorsement or delivery or redelivery of a Global
Note, after its initial issuance, shall be in writing but need not comply with
Section 1.2 and need not be accompanied by an Opinion of Counsel.

      Global Notes may be issued in either registered or bearer form and in
either temporary or permanent form. Permanent Global Notes will be issued in
definitive form.

                                       17

<PAGE>

                                  ARTICLE III.

                               THE DEBT SECURITIES

      Section 3.1. Amount unlimited; issuable in series.

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

      The Debt Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and (subject to Section 3.3)
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 Debt Securities of any series, to the extent applicable:

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

            (2) the aggregate principal amount of such series of Debt Securities
      and any limit, on the aggregate principal amount of the Debt Securities of
      the series which may be authenticated and delivered under this Indenture
      (except for Debt Securities authenticated and delivered upon registration
      of, transfer of, or in exchange for, or in lieu of, other Debt Securities
      of such series pursuant to Sections 3.4, 3.5, 3.6, 11.6 or 13.7);

            (3) the percentage of the principal amount at which the Debt
      Securities of such series will be issued and, if other than the principal
      amount thereof, the portion of the principal amount thereof payable upon
      declaration of acceleration of the maturity or upon redemption thereof or
      the method by which such portion shall be determined;

            (4) the date or dates on which or periods during which the Debt
      Securities of the series may be issued, and the date or dates or the
      method by which such date or dates will be determined, and on which the
      principal, or any installments of principal of (and premium, if any, on)
      the Debt Securities of such series are or may be payable (which, if so
      provided in or pursuant to such Board Resolution or supplemental
      indenture, may be determined by the Company from time to time as set forth
      in the Debt Securities of the series issued from time to time);

            (5) the rate or rates (which may be variable or fixed) at which the
      Debt 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, if any, shall accrue or the method by which such date
      or dates shall be determined (which, in either case or both, if so
      provided in or pursuant to such Board Resolution or supplemental
      indenture, may be determined by the Company from time to time and set
      forth in the Debt Securities of the series issued from time to time); and
      the Interest Payment Dates on which such interest shall be payable (or the
      method of determination thereof), if any, the Regular Record Date with

                                       18

<PAGE>

      respect to any Interest Payment Date, the Person to whom any interest on
      any Registered Security of the series shall be payable, if other than the
      Person in whose name that Debt Security (or one or more Predecessor Debt
      Securities) is registered at the close of business on the Regular Record
      Date for such interest, and the manner in which, or the Person to whom,
      any interest on any Bearer Security of the series shall be payable, if
      otherwise than upon presentation and surrender of the Coupons appertaining
      thereto as they severally mature;

            (6) the place or places, if any, in addition to or instead of the
      Corporate Trust Office of the Trustee (in the case of Registered
      Securities) where the principal of (and premium, if any) and interest on
      Debt Securities of the series shall be payable; the extent to which, or
      the manner in which, any interest payable on any Global Note on an
      Interest Payment Date will be paid, if other than in the manner provided
      in Section 3.7; the extent, if any, to which the provisions of the last
      sentence of Section 12.1 shall apply to the Debt Securities of the series;
      and the manner in which any principal of, or premium, if any, on, any
      Global Note will be paid, if other than as set forth elsewhere herein and
      whether any Global Note will require any notation to evidence payment of
      principal or interest;

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

            (8) the right, if any, of the Company to redeem the Debt Securities
      of such series at its option and the period or periods within which, or
      the date or dates on which, the price or prices at which, and the terms
      and conditions upon which such Debt Securities may be redeemed, if any, in
      whole or in part, at the option of the Company or otherwise;

            (9) if the coin or Currency in which the Debt Securities shall be
      issuable is in Dollars, the denominations of such Debt Securities if other
      than denominations of $1,000 and any integral multiple thereof (except as
      provided in Section 3.4);

            (10) whether the Debt Securities of the series are to be issued as
      Discount Securities and the amount of discount with which such Debt
      Securities may be issued and, if other than the principal amount thereof,
      the portion of the principal amount of Debt Securities of the series which
      shall be payable upon declaration of acceleration of the Maturity thereof
      pursuant to Section 5.2;

            (11) the extent to which provisions, if any, for the defeasance or
      discharge of the Debt Securities of such series or of certain of the
      Company's obligations with respect to such Debt Securities set forth
      herein shall be

                                       19

<PAGE>

      inapplicable and any provisions in modification of, in addition to or in
      lieu of such provisions;

            (12) whether Debt Securities of the series are to be issued as
      Registered Securities or Bearer Securities or both, and, if Bearer
      Securities are issued, whether Coupons will be attached thereto, whether
      such Bearer Securities of the series may be exchanged for Registered
      Securities of the series, as provided in Section 3.5(b) or otherwise and
      the circumstances under which and the place or places at which any such
      exchanges, if permitted, may be made;

            (13) whether provisions for payment of additional amounts or tax
      redemptions shall apply and, if such provisions shall apply, such
      provisions; and, if Bearer Securities of the series are to be issued,
      whether a procedure other than that set forth in Section 3.4(b) shall
      apply and, if so, such other procedure, and if the procedure set forth in
      Section 3.4(b) shall apply, the forms of certifications to be delivered
      under such procedure;

            (14) if other than Dollars, the Foreign Currency or Currencies in
      which Debt Securities of the series shall be denominated or in which
      payment of the principal of (and premium, if any) and interest on the Debt
      Securities of the series may be made, and the particular provisions
      applicable thereto and, if applicable, the amount of Debt Securities of
      the series which entitles the Holder of a Debt Security of the series or
      its proxy to one vote for purposes of Section 9.5;

            (15) if the principal of (and premium, if any) or interest on Debt
      Securities of the series are to be payable, at the election of the Company
      or a Holder thereof, in a Currency other than that in which the Debt
      Securities are denominated or payable without such election, in accordance
      with procedures and in addition to or in lieu of the provisions of Section
      3.10, the period or periods within which and the terms and conditions upon
      which, such election may be made and the time and the manner of
      determining the exchange rate or rates between the Currency or Currencies
      in which the Debt Securities are denominated or payable without such
      election and the Currency or Currencies in which the Debt Securities are
      to be paid if such election is made;

            (16) the date as of which any Debt Securities of the series shall be
      dated, if other than as set forth in Section 3.3;

            (17) if the amount of payments of principal of (and premium, if any)
      or interest on the Debt Securities of the series may be determined with
      reference to an index, including, but not limited to, an index based on a
      Currency or Currencies other than that in which the Debt Securities are
      denominated or payable, or any other type of index, the manner in which
      such amounts shall be determined;

            (18) if the Debt Securities of the series are denominated or payable
      in a Foreign Currency, any other terms concerning the payment of principal
      of (and

                                       20

<PAGE>

      premium, if any) or any interest on such Debt Securities (including the
      Currency or Currencies of payment thereof);

            (19) the designation of the original Currency Determination Agent,
      if any;

            (20) the applicable Overdue Rate, if any;

            (21) if the Debt Securities of the series do not bear interest, the
      applicable dates for purposes of Section 7.1;

            (22) any addition to, or modification or deletion of, any term or
      condition relating to subordination, Events of Default or covenants
      provided for with respect to Debt Securities of the series, including,
      without limitation, Article XVII;

            (23) if Bearer Securities of the series are to be issued, (x)
      whether interest in respect of any portion of a temporary Debt Security in
      global form (representing all of the Outstanding Bearer Securities of the
      series) payable in respect of any Interest Payment Date prior to the
      exchange of such temporary Debt Security for definitive Debt Securities of
      the series shall be paid to any clearing organization with respect to the
      portion of such temporary Debt Security held for its account and, in such
      event, the terms and conditions (including any certification requirements)
      upon which any such interest payment received by a clearing organization
      will be credited to the Persons entitled to interest payable on such
      Interest Payment Date, (y) the terms, if any, upon which interests in such
      temporary Debt Security in global form may be exchanged for interests in a
      Permanent Global Note or for definitive Debt Securities of the series and
      the terms upon which interests in a Permanent Global Note, if any, may be
      exchanged for definitive Debt Securities of the series and (z) the cities
      and the Authorized Newspapers designated for the purposes of giving
      notices to Holders;

            (24) whether the Debt Securities of the series shall be issued in
      whole or in part in the form of one or more Global Notes and, in such
      case, the U.S. Depositary or any Common Depositary for such Global Note or
      Notes; and if the Debt Securities of the series are issuable only as
      Registered Securities, the manner in which and the circumstances under
      which Global Notes representing Debt Securities of the series may be
      exchanged for Registered Securities in definitive form, if other than, or
      in addition to, the manner and circumstances specified in Section 3.4(c);

            (25) the designation, if any, of any depositaries, trustees (other
      than the applicable Trustee), Paying Agents, Authenticating Agents,
      Security Registrars (other than the Trustee) or other agents with respect
      to the Debt Securities of such series;

            (26) if the Debt Securities of such series will be issuable in
      definitive form only upon receipt of certain certificates or other
      documents or upon

                                       21

<PAGE>

      satisfaction of certain conditions, the form and terms of such
      certificates, documents or conditions;

            (27) whether the Debt Securities of such series will be convertible
      into shares of Common Stock or into other securities or other property
      (whether or not issued by, or the obligation of the Company) and, if so,
      the terms and conditions, which may be in addition to or in lieu of the
      provisions contained in this Indenture, upon which such Debt Securities
      will be so convertible, including the conversion price and the conversion
      period, including any adjustments thereto;

            (28) the portion of the principal amount of the Debt Securities of
      such series that will be payable upon declaration of acceleration of the
      maturity thereof, if other than the principal amount thereof;

            (29) if other than as provided in this Indenture, the nature,
      content and date for reports by the Company to the holders of the Debt
      Securities of such series;

            (30) the terms, if any, of any repurchase or remarketing rights;

            (31) provisions relating to the subordination of the Debt
      Securities, if other than as set forth in Article XVII;

            (32) whether Article XVIII will apply to the Debt Securities of the
      series, and any addition to, or modification or deletion of, Article
      XVIII; and

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

      All Debt Securities of any one series shall be substantially identical
except as to denomination, rate of interest, Stated Maturity and the date from
which interest, if any, shall accrue, which, as set forth above, may be
determined by the Company from time to time as to Debt Securities of a series if
so provided in or established pursuant to the authority granted in or pursuant
to a Board Resolution or in any such indenture supplemental hereto, and except
as may otherwise be provided in or pursuant to such Board Resolution and
(subject to Section 3.3) set forth in such Officers' Certificate, or in any such
indenture supplemental hereto. All Debt 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 issuance of additional Debt
Securities of such series or to establish additional terms of such series of
Debt Securities, which additional terms shall only be applicable to unissued or
additional Debt Securities of such series.

      If any of the terms of a series of Debt Securities is established in or
pursuant to a Board Resolution, a copy of such Board Resolution shall be
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.

                                       22

<PAGE>

      Section 3.2. Denominations.

      In the absence of any specification pursuant to Section 3.1 with respect
to the Debt Securities of any series, the Debt Securities of such series shall
be issuable only as Registered Securities in denominations of $1,000 and any
integral multiple thereof and shall be payable only in Dollars.

      Section 3.3. Execution, authentication; delivery and datinG.

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

      Debt Securities and Coupons 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 Debt
Securities and Coupons or did not hold such offices at the date of such Debt
Securities and Coupons.

      At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Debt Securities, with appropriate Coupons, if
any, of any series, executed by the Company, to the Trustee for authentication,
together with a Company Order for the authentication and delivery of such Debt
Securities and Coupons and the Trustee in accordance with the Company Order
shall authenticate and deliver such Debt Securities and Coupons; provided,
however, that, in connection with its sale during the "restricted period" (as
defined in Section 1.163-5(c)(2)(i)(D)(7) of the United States Treasury
Regulations), no Bearer Security shall be mailed or otherwise delivered to any
location in the United States; and provided, further, that a Bearer Security
(other than a temporary Global Note in bearer form) may be delivered outside the
United States in connection with its original issuance only if the Person
entitled to receive such Bearer Security shall have furnished to Euroclear or to
Clearstream a certificate substantially in the form set forth in Exhibit A to
this Indenture. If all the Debt Securities of any one series are not to be
issued at one time and if a Board Resolution or the Officers' Certificate or
other document pursuant to a Board Resolution or supplemental indenture relating
to such series shall so permit, such Company Order may set forth procedures
acceptable to the Trustee for the issuance of such Debt Securities and for the
determination of the terms thereof, such as interest rate, Stated Maturity, date
of issuance and date from which interest, if any, shall accrue. If any Debt
Security shall be represented by a Permanent Global Note, then, for purposes of
this Section 3.3 and Section 3.4, the notation of a beneficial owner's interest
therein upon original issuance of such Debt Security or upon exchange of a
portion of a temporary Global Note shall be deemed to be delivery in connection
with the original issuance of such beneficial owner's interest in such Permanent
Global Note. Except as permitted by Section 3.6 or 3.7, the Trustee shall not
authenticate and deliver any Bearer Security unless all Coupons for interest
then matured have been detached and canceled.

      The Trustee shall receive, and (subject to Section 6.1) shall be fully
protected in conclusively relying upon, prior to the authentication and delivery
of the Debt Securities and

                                       23

<PAGE>

Coupons of such series, (i) the supplemental indenture or the Board Resolution
by or pursuant to which the form and terms of such Debt Securities and Coupons
have been approved and (ii) an Opinion of Counsel substantially to the effect
that:

            (1) the Company Order to the Trustee in connection with the
      authentication and delivery of such Debt Securities and Coupons conforms
      to the requirements of this Indenture and constitutes sufficient authority
      hereunder for the Trustee to authenticate and deliver such Debt Securities
      and Coupons;

            (2) the forms and terms (or if applicable, the manner of determining
      the terms) of such Debt Securities and Coupons are consistent with the
      provisions of this Indenture;

            (3) in the event that the forms or terms of such Debt Securities and
      Coupons have been established in a supplemental indenture, the execution
      and delivery of such supplemental indenture has been duly authorized by
      all necessary corporate action of the Company, such supplemental indenture
      has been duly executed and delivered by the Company and, assuming due
      authorization, execution and delivery by the Trustee, is a valid and
      binding obligation enforceable against the Company in accordance with its
      terms, subject to applicable bankruptcy, insolvency and similar laws
      affecting creditors' rights generally and subject, as to enforceability,
      to general principles of equity (regardless of whether enforcement is
      sought in a proceeding in equity or at law) and subject to such other
      exceptions as counsel shall request and as to which the Trustee shall not
      reasonably object;

            (4) the execution and delivery of such Debt Securities and Coupons
      have been duly authorized by all necessary corporate action of the Company
      and such Debt Securities and Coupons (if to be issued at the time of
      delivery of such Company Order) have been duly executed and delivered by
      the Company and, assuming due authentication by the Trustee and execution
      and delivery by the Company, are valid and binding obligations enforceable
      against the Company in accordance with their terms, entitled to the
      benefit of the Indenture, subject to applicable bankruptcy, insolvency and
      similar laws affecting creditors' rights generally and subject, as to
      enforceability, to general principles of equity (regardless of whether
      enforcement is sought in a proceeding in equity or at law) and subject to
      such other exceptions as counsel shall request and as to which the Trustee
      shall not reasonably object; and

            (5) the amount of Debt Securities Outstanding of such series,
      together with the amount of such Debt Securities, does not exceed any
      limit established under the terms of this Indenture on the amount of Debt
      Securities of such series that may be authenticated and delivered.

      Notwithstanding the provisions of Section 3.1 and of the preceding
paragraphs, if all Debt Securities of a series are not to be originally issued
at one time, it shall not be necessary to deliver the Board Resolution otherwise
required pursuant to Section 3.1 or the Company Order,

                                       24

<PAGE>

the Officers' Certificate and Opinion of Counsel otherwise required pursuant to
the preceding paragraphs or Sections 1.2 and 2.1 at or prior to the
authentication of each Debt Security of such series if such documents are
delivered at or prior to the authentication upon original issuance of the first
Debt Security of such series to be issued.

      With respect to Debt Securities of a series that are not to be originally
issued at one time, the Trustee may rely, as to the authorization by the Company
of any of such Debt Securities, the forms and terms thereof and the legality,
validity, binding effect and enforceability thereof, upon the Opinion of Counsel
and the other documents delivered pursuant to Sections 2.1 and 3.1 and this
Section, as applicable, in connection with the first authentication of Debt
Securities of such series.

      The Trustee shall not be required to authenticate such Debt Securities and
Coupons if the issuance of such Debt Securities and Coupons pursuant to this
Indenture will affect the Trustee's own rights, duties or immunities under the
Debt Securities and this Indenture in a manner which is not reasonably
acceptable to the Trustee.

      Each Registered Security shall be dated the date of its authentication.
Each Bearer Security (including any temporary or permanent or other definitive
Bearer Security in global form) shall be dated as of the date of original
issuance of the first Debt Security of such series to be issued, except as
otherwise provided pursuant to Section 3.1 with respect to the Bearer Securities
of any series.

      No Debt Security shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose unless there appears on such Debt
Security a certificate of authentication substantially in one of the forms
provided for herein duly executed by the Trustee or by an Authenticating Agent,
and such certificate upon any Debt Security shall be conclusive evidence, and
the only evidence, that such Debt Security has been duly authenticated and
delivered hereunder and is entitled to the benefits of this Indenture.
Notwithstanding the foregoing, if any Debt Security shall have been duly
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Debt Security to the Trustee for cancellation
as provided in Section 3.8 together with a written statement (which need not
comply with Section 1.2) stating that such Debt Security has never been issued
and sold by the Company, for all purposes of this Indenture such Debt Security
shall be deemed never to have been authenticated and delivered hereunder and
shall never be entitled to the benefits of this Indenture.

      Section 3.4. Temporary Debt Securities; exchange of temporary Global Notes
for definitive Bearer Securities; Global Notes representing Registered
Securities.

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

                                       25

<PAGE>

execution of such Registered Securities. Every such temporary Registered
Security shall be executed by the Company and shall be authenticated and
delivered by the Trustee upon the same conditions and in substantially the same
manner, and with the same effect, as the definitive Registered Securities in
lieu of which they are issued. In the case of any series issuable as Bearer
Securities, such temporary Debt Securities may be in global form, representing
such of the Outstanding Debt Securities of such series as shall be specified
therein.

      Except in the case of temporary Debt Securities in global form (which
shall be exchanged in accordance with the provisions of the following
paragraphs), if temporary Debt Securities of any series are issued, the Company
will cause definitive Debt Securities of such series to be prepared without
unreasonable delay. After the preparation of definitive Debt Securities of such
series, the temporary Debt Securities of such series shall be exchangeable for
definitive Debt Securities of such series, of a like Stated Maturity and with
like terms and provisions, upon surrender of the temporary Debt Securities of
such series at the office or agency of the Company in a Place of Payment for
such series, without charge to the Holder, except as provided in Section 3.5 in
connection with a transfer. Upon surrender for cancellation of any one or more
temporary Debt Securities of any series (accompanied by any unmatured Coupons),
the Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor a like principal amount of definitive Debt Securities of the
same series of authorized denominations and of a like Stated Maturity and like
terms and provisions; provided, however, that no definitive Bearer Security
shall be delivered in exchange for a temporary Registered Security; and
provided, further, that a definitive Bearer Security (including a permanent
Bearer Security in global form) shall be delivered in exchange for a temporary
Bearer Security only in compliance with the conditions set forth in Section 3.3
and this Section 3.4. Until so exchanged, the temporary Registered Securities of
any series shall in all respects be entitled to the same benefits under this
Indenture as definitive Registered Securities of such series.

      (b) Unless otherwise specified pursuant to Section 3.1, all Bearer
Securities of a series shall be initially issued in the form of a single
temporary Bearer Security in global form (a "temporary Global Note"). The
Company shall execute, and upon Company Order the Trustee shall authenticate,
any temporary Global Note and any permanent Bearer Security in global form (as
described below, a "Permanent Global Note") upon the same conditions and in
substantially the same manner, and with the same effect, as definitive Bearer
Securities, and the temporary or Permanent Global Note, as the case may be,
shall, unless otherwise specified therein, be delivered by the Trustee to the
London office of a depositary or common depositary (the "Common Depositary"),
for the benefit of Euroclear or Clearstream, as the case may be, for credit to
the account of the Company (in the case of sales of Bearer Securities by the
Company directly to investors) or the managing underwriter (in the case of sales
of Bearer Securities by the Company to underwriters) or such other accounts as
the Company or the managing underwriter, respectively, may direct.

      On or after the date specified in or determined pursuant to the terms of
any temporary Global Note which (subject to any applicable laws and regulations)
shall be at least 40 days after the issue date of a temporary Global Note (the
"Exchange Date"), the Debt Securities represented by such temporary Global Note
may be exchanged for definitive Debt Securities (subject to the second
succeeding paragraph) or Debt Securities to be represented thereafter by one or
more Permanent Global Notes in definitive form without Coupons. On or after the

                                       26

<PAGE>

Exchange Date such temporary Global Note shall be surrendered by the Common
Depositary to the Trustee, as the Company's agent for such purpose, at such
address as the Trustee may specify and following such surrender, the Trustee
shall (1) endorse the temporary Global Note to reflect the reduction of its
principal amount by an equal aggregate principal amount of such Debt Security,
(2) endorse the applicable Permanent Global Note, if any, to reflect the initial
amount, or an increase in the amount of Debt Securities represented thereby, (3)
manually authenticate such definitive Debt Securities (including any Permanent
Global Note), (4) deliver such definitive Debt Securities to the Holder thereof
or, if such definitive Debt Security is a Permanent Global Note, deliver such
Permanent Global Note to the Common Depositary to be held outside the United
States for the accounts of Euroclear or Clearstream, as the case may be, for
credit to the respective accounts at Euroclear or Clearstream, as the case may
be, designated by or on behalf of the beneficial owners of such Debt Securities
(or to such other accounts as they may direct) and (5) redeliver such temporary
Global Note to the Common Depositary, unless such temporary Global Note shall
have been canceled in accordance with Section 3.8 hereof; provided, however,
that, unless otherwise specified in such temporary Global Note, upon such
presentation by the Common Depositary, such temporary Global Note shall be
accompanied by a certificate dated the Exchange Date or a subsequent date and
signed by Euroclear, as to the portion of such temporary Global Note held for
its account then to be exchanged for definitive Debt Securities (including any
Permanent Global Note), and a certificate dated the Exchange Date or a
subsequent date and signed by Clearstream, as to the portion of such temporary
Global Note held for its account then to be exchanged for definitive Debt
Securities (including any Permanent Global Note), each substantially in the form
set forth in Exhibit B to this Indenture. Each certificate substantially in the
form of Exhibit B hereto of Euroclear or Clearstream, as the case may be, shall
be based on certificates of the account holders listed in the records of
Euroclear or Clearstream, as the case may be, as being entitled to all or any
portion of the applicable temporary Global Note. An account holder of Euroclear
or Clearstream, as the case may be, desiring to effect the exchange of an
interest in a temporary Global Note for an interest in definitive Debt
Securities (including any Permanent Global Note) shall instruct Euroclear or
Clearstream, as the case may be, to request such exchange on its behalf and
shall deliver to Euroclear or Clearstream, as the case may be, a certificate
substantially in the form of Exhibit A hereto and dated no earlier than 10 days
prior to the Exchange Date. Until so exchanged, temporary Global Notes shall in
all respects be entitled to the same benefits under this Indenture as definitive
Debt Securities (including any Permanent Global Note) of the same series
authenticated and delivered hereunder, except as to payment of interest, if any.

      The delivery to the Trustee by Euroclear or Clearstream of any certificate
substantially in the form of Exhibit B hereto may be relied upon by the Company
and the Trustee as conclusive evidence that a corresponding certificate or
certificates has or have been delivered to Euroclear or Clearstream, as the case
may be, pursuant to the terms of this Indenture.

      On or prior to the Exchange Date, the Company shall deliver to the Trustee
definitive Debt Securities in an aggregate principal amount equal to the
principal amount of such temporary Global Note, executed by the Company. At any
time, on or after the Exchange Date, upon 30 days' notice to the Trustee by
Euroclear or Clearstream, as the case may be, acting at the request of or on
behalf of the beneficial owner, a Debt Security represented by a temporary
Global Note or a Permanent Global Note, as the case may be, may be exchanged, in
whole or

                                       27

<PAGE>

from time to time in part, for definitive Debt Securities without charge and the
Trustee shall authenticate and deliver, in exchange for each portion of such
temporary Global Note or such Permanent Global Note, an equal aggregate
principal amount of definitive Debt Securities of the same series of authorized
denominations and of a like Stated Maturity and with like terms and conditions,
as the portion of such temporary Global Note or such Permanent Global Note to be
exchanged, which, unless the Debt Securities of the series are not issuable both
as Bearer Securities and as Registered Securities, as contemplated by Section
3.1, shall be in the form of Bearer Securities or Registered Securities, or any
combination thereof, as shall be specified by the beneficial owner thereof;
provided, however, that definitive Bearer Securities shall be delivered in
exchange for a portion of the temporary Global Note or the Permanent Global Note
only in compliance with the requirements of the second preceding paragraph. On
or prior to the forty-fifth day following receipt by the Trustee of such notice
with respect to a Debt Security, or, if such day is not a Business Day, the next
succeeding Business Day, the temporary Global Note or the Permanent Global Note,
as the case may be, shall be surrendered by the Common Depositary to the
Trustee, as the Company's agent for such purpose, to be exchanged, in whole or
from time to time in part, for definitive Debt Securities without charge
following such surrender, upon the request of Euroclear or Clearstream, as the
case may be, and the Trustee shall (1) endorse the applicable temporary Global
Note or the Permanent Global Note to reflect the reduction of its principal
amount by the aggregate principal amount of such Debt Security, (2) cause the
terms of such Debt Security and Coupons, if any, to be entered on a definitive
Debt Security, (3) manually authenticate such definitive Debt Security, and (4)
if a Bearer Security is to be delivered, deliver such definitive Debt Security
to an address outside the United States to Euroclear or Clearstream, as the case
may be, for or on behalf of the beneficial owner thereof, in exchange for a
portion of such temporary Global Note or the Permanent Global Note.

      Unless otherwise specified in such temporary Global Note or the Permanent
Global Note, any such exchange shall be made free of charge to the beneficial
owners of such temporary Global Note or the Permanent Global Note, except that a
Person receiving definitive Debt Securities must bear the cost of insurance,
postage, transportation and the like in the event that such Person does not take
delivery of such definitive Debt Securities in person at the offices of
Euroclear or Clearstream. Definitive Debt Securities in bearer form to be
delivered in exchange for any portion of a temporary Global Note or the
Permanent Global Note shall be delivered only to an address outside the United
States. Notwithstanding the foregoing, in the event of redemption or
acceleration of all or any part of a temporary Global Note prior to the Exchange
Date, a Permanent Global Note or definitive Bearer Securities, as the case may
be, will not be issuable in respect of such temporary Global Note or such
portion thereof, and payment thereon will instead be made as provided in such
temporary Global Note.

      Until exchanged in full as hereinabove provided, any temporary Global Note
or the Permanent Global Note shall in all respects be entitled to the same
benefits under this Indenture as definitive Debt Securities of the same series
and tenor authenticated and delivered hereunder, except that, unless otherwise
specified as contemplated by Section 3.1, interest payable on such temporary
Global Note on an Interest Payment Date for Debt Securities of such series
occurring prior to the applicable Exchange Date shall be payable to Euroclear or
Clearstream on such Interest Payment Date upon delivery by Euroclear or
Clearstream to the Trustee of a certificate or certificates substantially in the
form set forth in Exhibit B to this Indenture, for credit without further
interest on or after such Interest Payment Date to the respective accounts of
the Persons

                                       28

<PAGE>

who are the beneficial owners of such temporary Global Note on such Interest
Payment Date and who have each delivered to Euroclear or Clearstream, as the
case may be, a certificate substantially in the form set forth in Exhibit A to
this Indenture.

      Any definitive Bearer Security authenticated and delivered by the Trustee
in exchange for a portion of a temporary Global Note or the Permanent Global
Note shall not bear a coupon for any interest which shall theretofore have been
duly paid by the Trustee to Euroclear or Clearstream, or by the Company to the
Trustee in accordance with the provisions of this Section 3.4.

      With respect to Exhibits A and B to this Indenture, the Company may, in
its discretion and if required or desirable under applicable law or as set forth
in or established pursuant to any Board Resolution or supplemental indenture
with respect to any series of Debt Securities, substitute one or more other
forms of such exhibits for such exhibits, eliminate the requirement that any or
all certificates be provided, or change the time that any certificate may be
required, provided that such substitute form or forms or notice of elimination
or change of such certification requirement have theretofore been delivered to
the Trustee with a Company Request and such form or forms, elimination or change
is reasonably acceptable to the Trustee.

      (c) If the Company shall establish pursuant to Section 3.1 that the
Registered Securities of a series are to be issued in whole or in part in the
form of one or more Global Notes, then the Company shall execute and the Trustee
shall, in accordance with Section 3.3 and the Company Order with respect to such
series, authenticate and deliver one or more Global Notes in temporary or
Permanent form that (i) shall represent and shall be denominated in an amount
equal to the aggregate principal amount of the Outstanding Debt Securities of
such series to be represented by one or more Global Notes, (ii) shall be
registered in the name of the U.S. Depositary for such Global Note or Notes or
the nominee of such depositary, and (iii) shall bear a legend substantially to
the following effect: "This Debt 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 such nominee to a successor Depositary or a nominee of such
successor Depositary, unless and until this Debt Security is exchanged in whole
or in part for Debt Securities in definitive form."

      Notwithstanding any other provision of this Section 3.4 or Section 3.5,
unless and until it is exchanged in whole or in part for Registered Securities
in definitive form, a Global Note representing all or a portion of the
Registered Securities of a series may not be transferred except as a whole by
the U.S. 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 U.S.
Depositary for such series or a nominee of such successor depositary.

      If at any time the U.S. Depositary for the Debt Securities of a series
notifies the Company that it is unwilling or unable to continue as U.S.
Depositary for the Debt Securities of such series or if at any time the U.S.
Depositary for Debt Securities of a series shall no longer be a clearing agency
registered and in good standing under the Securities Exchange Act of 1934, as
amended, or other applicable statute or regulation, the Company shall appoint a
successor U.S. Depositary with respect to the Debt Securities of such series. If
a successor U.S. Depositary for the Debt

                                       29

<PAGE>

Securities of such series is not appointed by the Company within 90 days after
the Company receives such notice or becomes aware of such condition, the Company
will execute, and the Trustee, upon receipt of a Company Order for the
authentication and delivery of definitive Debt Securities of such series, will
authenticate and deliver, Registered Securities of such series in definitive
form in an aggregate principal amount equal to the principal amount of the
Global Note or Notes representing such series in exchange for such Global Note
or Notes.

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

      If the Registered Securities of any series shall have been issued in the
form of one or more Global Notes and if an Event of Default with respect to the
Debt Securities of such series shall have occurred and be continuing, the
Company will promptly execute, and the Trustee, upon receipt of a Company Order
for the authentication and delivery of definitive Debt Securities of such
series, will authenticate and deliver, Registered Securities of such series in
definitive form and in an aggregate principal amount equal to the principal
amount of the Global Note or Notes representing such series in exchange for such
Global Note or Notes.

      If specified by the Company pursuant to Section 3.1 with respect to
Registered Securities of a series, the U.S. Depositary for such series of
Registered Securities may surrender a Global Note for such series of Debt
Securities in exchange in whole or in part for Registered Securities of such
series in definitive form on such terms as are acceptable to the Company and
such depositary. Thereupon, the Company shall execute and the Trustee shall
authenticate and deliver, without charge:

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

            (ii) to the U.S. Depositary a new Global Note in a denomination
      equal to the difference, if any, between the principal amount of the
      surrendered Global Note and the aggregate principal amount of Registered
      Securities delivered to Holders thereof.

      Upon the exchange of a Global Note for Registered Securities in definitive
form, such Global Note shall be canceled by the Trustee. Debt Securities issued
in exchange for a Global Note pursuant to this subsection (c) shall be
registered in such names and in such authorized denominations as the U.S.
Depositary for such Global Note, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee. The Trustee
shall deliver such Debt Securities to the Persons in whose names such Debt
Securities are so registered.

                                       30

<PAGE>

      No holder of any beneficial interest in any Global Note held on its behalf
by a U.S. Depositary (or its nominee) shall have any rights under this Indenture
with respect to such Global Note or any Debt Security represented thereby, and
such U.S. Depositary may be treated by the Company, the Trustee and any agent of
the Company or the Trustee as the owner of such Global Note or any Debt Security
represented thereby for all purposes whatsoever. None of the Company, the
Trustee nor any agent of the Company or the Trustee will have any responsibility
or liability for any aspect of the records relating to or payments made on
account of beneficial ownership interests of a Global Note or maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests. Notwithstanding the foregoing, with respect to any Global Note,
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 a U.S. Depositary or impair, as between a
U.S. Depositary and such holders of beneficial interest, the operation of
customary practices governing the exercise of the rights of the U.S. Depositary
(or its nominees) as Holder of any Debt Security.

      Section 3.5. Registration, transfer and exchange.

      (a) The Company shall cause to be kept at the Corporate Trust Office of
the Trustee a register (the register maintained in such office or in any other
office or agency of the Company in a Place of Payment being herein sometimes
referred to as the "Security Register") in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of Registered Securities and of transfers and exchanges of Registered
Securities. Such Security Register shall be in written form in the English
language or in any other form capable of being accurately and completely
converted into such form within a reasonable time. The Trustee is hereby
appointed "Security Registrar" for the purpose of registering Registered
Securities and registering transfers and exchanges of Registered Securities as
herein provided; provided, however, that the Company may appoint co-Security
Registrars unless the terms of any series of Debt Securities provide otherwise.

      Upon surrender for registration of transfer of any Registered Security of
any series at the office or agency of the Company maintained for such purpose,
the Company shall execute, and the Trustee shall authenticate and deliver, in
the name of the designated transferee, one or more new Registered Securities of
the same series of like aggregate principal amount of such denominations as are
authorized for Registered Securities of such series and of a like Stated
Maturity and with like terms and conditions.

      Except as otherwise provided in Section 3.4 and this Section 3.5, at the
option of the Holder, Registered Securities of any series may be exchanged for
other Registered Securities of the same series of like aggregate principal
amount and of a like Stated Maturity and with like terms and conditions, upon
surrender of the Registered Securities to be exchanged at such office or agency.
Whenever any Registered Securities are surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Registered
Securities which the Holder making the exchange is entitled to receive.

      (b) If and to the extent specified pursuant to Section 3.1, the provisions
of this Section 3.5(b) shall be applicable to Debt Securities of any series
which are Bearer Securities. At the option of the Holder thereof, to the extent
permitted by law, any Bearer Security of any

                                       31

<PAGE>

series which by its terms is registrable as to principal and interest may be
exchanged for a Registered Security of such series of like aggregate principal
amount and of a like Stated Maturity and with like terms and conditions upon
surrender of such Bearer Security at the Corporate Trust Office or at any other
office or agency of the Company designated pursuant to Section 3.1 for the
purpose of making any such exchanges. Any Coupon Security surrendered for
exchange shall be surrendered with all unmatured Coupons and any matured Coupons
in default attached thereto. If the Holder of a Bearer Security is unable to
produce any such unmatured Coupon or Coupons or matured Coupon or Coupons in
default, such exchange may be effected if the Bearer Securities are accompanied
by payment in funds acceptable to the Company in an amount equal to the face
amount of such missing Coupon or Coupons, or the surrender of such missing
Coupon or Coupons may be waived by the Company and the Trustee if there is
furnished to them such security or indemnity as they may require to save each of
them and any Paying Agent harmless. If thereafter the Holder of such Bearer
Security shall surrender to any Paying Agent any such missing Coupon in respect
of which such a payment shall have been made, such Holder shall be entitled to
receive the amount of such payment; provided, however, that except as otherwise
provided in Section 12.3, interest represented by Coupons shall be payable only
upon presentation and surrender of those Coupons at an office or agency located
outside the United States. Notwithstanding the foregoing, in case a Bearer
Security of any series is surrendered at any such office or agency in exchange
for a Registered Security of the same series and of a like Stated Maturity and
with like terms and conditions after the close of business at such office or
agency on (i) any Regular Record Date and before the opening of business at such
office or agency on the relevant Interest Payment Date, or (ii) any Special
Record Date and before the opening of business at such office or agency on the
related proposed date for payment of Defaulted Interest, such Bearer Security
shall be surrendered without the Coupon relating to such Interest Payment Date
or proposed date for payment, as the case may be (or, if such Coupon is so
surrendered with such Bearer Security, such Coupon shall be returned to the
Person so surrendering the Bearer Security), and interest or Defaulted Interest,
as the case may be, will not be payable on such Interest Payment Date or
proposed date for payment, as the case may be, in respect of the Registered
Security issued in exchange for such Bearer Security, but will be payable only
to the Holder of such Coupon when due in accordance with the provisions of this
Indenture. The Company shall execute, and the Trustee shall authenticate and
deliver, the Registered Security or Securities which the Holder making the
exchange is entitled to receive.

      Notwithstanding the foregoing, the exchange of Bearer Securities for
Registered Securities will be subject to the provisions of United States income
tax laws and regulations applicable to Debt Securities in effect at the time of
such exchange.

      (c) Except as otherwise specified pursuant to Section 3.1, in no event may
Registered Securities, including Registered Securities received in exchange for
Bearer Securities, be exchanged for Bearer Securities.

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

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<PAGE>

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

      No service charge will be made for any transfer or exchange of Debt
Securities except as provided in Sections 3.4(b) or 3.6. 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, transfer or exchange of Debt
Securities, other than those expressly provided in this Indenture to be made at
the Company's own expense or without expense or without charge to the Holders.

      The Company shall not be required (i) to register, transfer or exchange
Debt Securities of any series during a period beginning at the opening of
business 15 days before the day of the transmission of a notice of redemption of
Debt Securities of such series selected for redemption under Section 13.3 and
ending at the close of business on the day of such transmission, or (ii) to
register, transfer or exchange any Debt Security so selected for redemption in
whole or in part, except the unredeemed portion of any Debt Security being
redeemed in part.

      Each Holder of a Security agrees to indemnify and save harmless the
Company and the Trustee against any liability that may result from the transfer,
exchange or assignment of such Holder's Security in violation of any provision
of this Indenture and/or applicable United States Federal or state securities
law.

      The Trustee shall have no obligation or duty to monitor, determine or
inquire as to compliance with any restrictions on transfer imposed under this
Indenture or under applicable law with respect to any transfer of any interest
in any Security (including any transfers between or among depositary
participants or beneficial owners of interests in any Global Note) other than to
require delivery of such certificates and other documentation or evidence as are
expressly required by, and to do so if and when expressly required by the terms
of, this Indenture, and to examine the same to determine substantial compliance
as to form with the express requirements hereof.

      Neither the Trustee nor any agent thereof shall have any responsibility
for any actions taken or not taken by any depositary.

      Section 3.6. Mutilated, destroyed, lost and stolen Debt Securities.

      If (i) any mutilated Debt Security or any mutilated Coupon with the Coupon
Security to which it appertains (and all unmatured Coupons attached thereto) is
surrendered to the Trustee at its Corporate Trust Office, or (ii) the Company
and the Trustee receive evidence to their satisfaction of the destruction, loss
or theft of any Debt Security or any Coupon, and there is delivered to the
Company and the Trustee security or indemnity satisfactory to them to save each
of them and any Paying Agent harmless, and neither the Company nor the Trustee
receives notice that such Debt Security or Coupon has been acquired by a bona
fide purchaser, then the Company shall execute and upon Company Request the
Trustee shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Debt Security or in

                                       33

<PAGE>

exchange for the Coupon Security to which such mutilated, destroyed, lost or
stolen Coupon appertained, a new Debt Security of the same series of like Stated
Maturity and with like terms and conditions and like principal amount, bearing a
number not contemporaneously Outstanding, and, in the case of a Coupon Security,
with such Coupons attached thereto that neither gain nor loss in interest shall
result from such exchange or substitution.

      In case any such mutilated, destroyed, lost or stolen Debt Security or
Coupon has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Debt Security, pay the amount due on
such Debt Security or Coupon in accordance with its terms; provided, however,
that principal of (and premium, if any) and any interest on Bearer Securities
shall, except as otherwise provided in Section 12.3, be payable only at an
office or agency located outside the United States and, unless otherwise
specified as contemplated by Section 3.1 or except as otherwise provided in this
Section 3.6, any interest on Bearer Securities shall be payable only upon
presentation and surrender of the Coupons appertaining thereto.

      Upon the issuance of any new Debt 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 respect thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

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

      Section 3.7. Payment of interest; interest rights preserved.

      (a) Unless otherwise specified as contemplated by Section 3.1 with respect
to the Debt Securities of any series, interest on any Registered Security which
is payable and is punctually paid or duly provided for on any Interest Payment
Date shall be paid to the Person in whose name such Registered Security (or one
or more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest notwithstanding the cancellation of such
Registered Security upon any transfer or exchange subsequent to the Regular
Record Date. Unless otherwise specified as contemplated by Section 3.1 with
respect to the Debt Securities of any series, payment of interest on Registered
Securities shall be made at the place or places specified pursuant to Section
3.1 or, at the option of the Company, by check mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register
or, if provided pursuant to Section 3.1, by wire transfer to an account
designated by the Registered Holder.

      (b) Interest on any Coupon Security which is payable and is punctually
paid or duly provided for on any Interest Payment Date shall be paid to the
Holder of the Coupon which has

                                       34

<PAGE>

matured on such Interest Payment Date upon surrender of such Coupon on such
Interest Payment Date at the Corporate Trust Office of the Trustee or at such
other Place of Payment outside the United States specified pursuant to Section
3.1 (subject to the second to last paragraph of Section 12.3).

      (c) Interest on any Bearer Security (other than a Coupon Security) which
is payable and is punctually paid or duly provided for on any Interest Payment
Date shall be paid to the Holder of the Bearer Security upon presentation of
such Bearer Security and notation thereon on such Interest Payment Date at the
Corporate Trust Office of the Trustee or at such other Place of Payment
maintained by the Company outside the United States specified pursuant to
Section 3.1 (subject to the second to last paragraph of Section 12.3).

      Unless otherwise specified pursuant to Section 3.1, at the direction of
the Holder of any Bearer Security or Coupon payable in Dollars, payment on such
Bearer Security or Coupon may be made by check drawn on a bank in The City of
[____] or, if agreeable to the Trustee, by wire transfer to a Dollar account
maintained by such Holder outside the United States. If such payment at the
offices of all Paying Agents outside the United States becomes illegal or is
effectively precluded because of the imposition of exchange controls or similar
restrictions on the full payment or receipt of such amounts in Dollars, the
Company will appoint an office or agent in the United States at which such
payment may be made. Unless otherwise specified pursuant to Section 3.1, at the
direction of the Holder of any Bearer Security or Coupon payable in a Foreign
Currency, payment on such Bearer Security or Coupon will be made by a check
drawn on a bank outside the United States or by wire transfer to an appropriate
account maintained by such Holder outside the United States. Except as provided
in this paragraph, no payment on any Bearer Security or Coupon will be made by
mail to an address in the United States or by wire transfer to an account in the
United States.

      (d) Any interest on any Debt Security which is payable but is not
punctually paid or duly provided for on any Interest Payment Date (herein called
"Defaulted Interest") shall, if such Debt Security is a Registered Security,
forthwith cease to be payable to the Registered Holder on the relevant Regular
Record Date by virtue of his having been such Registered 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 such Registered Securities (or their
      respective Predecessor Securities) are registered at the close of business
      on a Special Record Date for the payment of such Defaulted Interest, which
      shall be fixed in the following manner. The Company shall notify the
      Trustee in writing of the amount of Defaulted Interest proposed to be paid
      on each such Registered Security and the date of the proposed payment, and
      at the same time the Company shall deposit with the Trustee an amount of
      money in the Currency or Currency unit in which the Debt Securities of
      such series are payable (except as otherwise specified pursuant to
      Sections 3.1 or 3.10) equal to the aggregate amount proposed to be paid in
      respect of such Defaulted Interest or shall make arrangements satisfactory
      to the Trustee for such deposit prior to the date of the proposed payment,
      such money when deposited to be held in trust for the benefit

                                       35

<PAGE>

      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 date shall be not more than 15
      days and not less than 10 days prior to the date of the proposed payment
      and not less than 10 days after the receipt by the Trustee of the notice
      of the proposed payment. The Trustee shall promptly notify the Company of
      such Special Record Date and, in the name and at the expense of the
      Company, shall cause notice of the proposed payment of such Defaulted
      Interest and the Special Record Date therefor to be mailed, first-class
      postage prepaid, to the Holders of such Registered Securities at their
      addresses as they appear in the Security Register, not less than 10 days
      prior to such Special Record Date. Notice of the proposed payment of such
      Defaulted Interest and the Special Record Date therefor having been mailed
      as aforesaid, such Defaulted Interest shall be paid to the Persons in
      whose names such Registered Securities (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
      Registered Securities in any other lawful manner not inconsistent with the
      requirements of any securities exchange on which such Registered
      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.

      (d) Any Defaulted Interest payable in respect of Bearer Securities of any
series shall be payable pursuant to such procedures as may be satisfactory to
the Trustee in such manner that there is no discrimination between the Holders
of Registered Securities (if any) and Bearer Securities of such series, and
notice of the payment date therefor shall be given by the Trustee, in the name
and at the expense of the Company, in the manner provided in Section 1.5 not
more than 25 days and not less than 20 days prior to the date of the proposed
payment.

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

      Section 3.8. Cancellation.

      Unless otherwise specified pursuant to Section 3.1 for Debt Securities of
any series, all Debt Securities surrendered for payment, redemption, transfer,
exchange or credit against any sinking fund and all Coupons surrendered for
payment or exchange shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee. All Registered Securities and matured Coupons so
delivered shall be promptly canceled by the Trustee. All Bearer Securities and
unmatured Coupons so delivered shall be held by the Trustee and, upon
instruction by the Company Order, shall be canceled or held for reissuance.
Bearer Securities and unmatured Coupons held for reissuance may be reissued only
in exchange for Bearer Securities of the same series and of like Stated Maturity
and with like terms and conditions pursuant to Section 3.5 or in

                                       36

<PAGE>

replacement of mutilated, lost, stolen or destroyed Bearer Securities of the
same series and of like Stated Maturity and with like terms and conditions or
the related Coupons pursuant to Section 3.6. All Bearer Securities and unmatured
Coupons held by the Trustee pending such cancellation or reissuance shall be
deemed to be delivered for cancellation for all purposes of this Indenture and
the Securities. The Company may at any time deliver to the Trustee for
cancellation any Debt Securities or Coupons 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 Debt Securities previously authenticated
hereunder which the Company has not issued, and all Debt Securities or Coupons
so delivered shall be promptly canceled by the Trustee. No Debt Securities or
Coupons shall be authenticated in lieu of or in exchange for any Debt Securities
or Coupons canceled as provided in this Section, except as expressly permitted
by this Indenture. All canceled Debt Securities and Coupons held by the Trustee
shall be delivered to the Company upon Company Request. The acquisition of any
Debt Securities or Coupons by the Company shall not operate as a redemption or
satisfaction of the indebtedness represented thereby unless and until such Debt
Securities or Coupons are surrendered to the Trustee for cancellation.

      Section 3.9. Computation of interest.

      Except as otherwise specified pursuant to Section 3.1 for Debt Securities
of any series, interest on the Debt Securities of each series shall be computed
on the basis of a 360-day year of twelve 30-day months.

      Section 3.10. Currency of payments in respect of Debt Securities.

      (a) Except as otherwise specified pursuant to Section 3.1 for Bearer
Securities of any series, payment of the principal of (and premium, if any) and
interest on Bearer Securities of such series denominated in any Currency will be
made in such Currency.

      (b) With respect to Registered Securities of any series not permitting the
election provided for in paragraph (c) below or the Holders of which have not
made the election provided for in paragraph (c) below, except as provided in
paragraph (e) below, payment of the principal of (and premium, if any) and any
interest on any Registered Security of such series will be made in the Currency
in which such Registered Security is payable.

      (c) It may be provided pursuant to Section 3.1 with respect to the
Registered Securities of any series that Holders shall have the option, subject
to paragraphs (e) and (f) below (and provided that in no instance may such
election be made after a defeasance pursuant to Article XV or during the
continuance of an Event of Default), to receive payments of principal of (and
premium, if any) and any interest on such Registered Securities in any of the
Currencies which may be designated for such election in the applicable
supplemental indenture or by or pursuant to a Board Resolution by delivering to
the Trustee a written election, to be in form and substance satisfactory to the
Trustee, not later than the close of business on the Election Date immediately
preceding the applicable payment date. If a Holder so elects to receive such
payments in any such Currency, such election will remain in effect for such
Holder or any transferee of such Holder until changed by such Holder or such
transferee by written notice to the Trustee (but any such change must be made
not later than the close of business on the

                                       37

<PAGE>

Election Date immediately preceding the next payment date to be effective for
the payment to be made on such payment date and no such change or election may
be made with respect to payments to be made on any Registered Security of such
series with respect to which an Event of Default has occurred or notice of
redemption has been given by the Company pursuant to Article XIII). Any Holder
of any such Registered Security who shall not have delivered any such election
to the Trustee by the close of business on the applicable Election Date will be
paid the amount due on the applicable payment date in the relevant Currency as
provided in paragraph (b) of this Section 3.10.

      (d) If the election referred to in paragraph (c) above has been provided
for pursuant to Section 3.1, then not later than the fourth Business Day after
the Election Date for each payment date, the Trustee will deliver to the Company
a written notice specifying, in the Currency in which each series of the
Registered Securities is payable, the respective aggregate amounts of principal
of (and premium, if any) and any interest on the Registered Securities to be
paid on such payment date, specifying the amounts so payable in respect of the
Registered Securities as to which the Holders of Registered Securities
denominated in any Currency shall have elected to be paid in another Currency as
provided in paragraph (c) above. If the election referred to in paragraph (c)
above has been provided for pursuant to Section 3.1 and if at least one Holder
has made such election, then, on the second Business Day preceding each payment
date, the Company will deliver to the Trustee an Exchange Rate Officer's
Certificate in respect of the Currency payments to be made on such payment date.
The Currency amount receivable by Holders of Registered Securities who have
elected payment in a Currency as provided in paragraph (c) above shall be
determined by the Company on the basis of the applicable Market Exchange Rate in
effect on the third Business Day (the "Valuation Date") immediately preceding
each payment date.

      (e) If a Conversion Event occurs with respect to a Foreign Currency or a
Currency unit in which any of the Debt Securities are denominated or payable
other than pursuant to an election provided for pursuant to paragraph (c) above,
then with respect to each date for the payment of principal of (and premium, if
any) and any interest on the applicable Debt Securities denominated or payable
in such Foreign Currency or such other Currency unit occurring after the last
date on which such Foreign Currency or such other Currency unit was used (the
"Conversion Date"), the Dollar shall be the Currency of payment for use on each
such payment date. The Dollar amount to be paid by the Company to the Trustee
and by the Trustee or any Paying Agent to the Holders of such Debt Securities
with respect to such payment date shall be the Dollar Equivalent of the Foreign
Currency or, in the case of a Currency unit, the Dollar Equivalent of the
Currency Unit, in each case as determined by the Currency Determination Agent,
if any, or, if there shall not be a Currency Determination Agent, then by the
Trustee, in the manner provided in paragraph (g) or (h) below.

      (f) If the Holder of a Registered Security denominated in any Currency
shall have elected to be paid in another Currency as provided in paragraph (c)
above, and a Conversion Event occurs with respect to such elected Currency, such
Holder shall receive payment in the Currency in which payment would have been
made in the absence of such election. If a Conversion Event occurs with respect
to the Currency in which payment would have been made in the absence of such
election, such Holder shall receive payment in Dollars as provided in paragraph
(e) of this Section 3.10.

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<PAGE>

      (g) The "Dollar Equivalent of the Foreign Currency" shall be determined by
the Currency Determination Agent, and shall be obtained for each subsequent
payment date by converting the specified Foreign Currency into Dollars at the
Market Exchange Rate on the Conversion Date.

      (h) The "Dollar Equivalent of the Currency Unit" shall be determined by
the Currency Determination Agent, and subject to the provisions of paragraph (i)
below, shall be the sum of each amount obtained by converting the Specified
Amount of each Component Currency into Dollars at the Market Exchange Rate for
such Component Currency on the Valuation Date with respect to each payment.

      (i) For purposes of this Section 3.10 the following terms shall have the
following meanings:

            A "Component Currency" shall mean any Currency which, on the
      Conversion Date, was a component Currency of the relevant Currency unit.

            A "Specified Amount" of a Component Currency shall mean the number
      of units of such Component Currency or fractions thereof which were
      represented in the relevant Currency unit on the Conversion Date. If after
      the Conversion Date the official unit of any Component Currency is altered
      by way of combination or subdivision, the Specified Amount of such
      Component Currency shall be divided or multiplied in the same proportion.
      If after the Conversion Date two or more Component Currencies are
      consolidated into a single Currency, the respective Specified Amounts of
      such Component Currencies shall be replaced by an amount in such single
      Currency equal to the sum of the respective Specified Amounts of such
      consolidated Component Currencies expressed in such single Currency, and
      such amount shall thereafter be a Specified Amount and such single
      Currency shall thereafter be a Component Currency. If after the Conversion
      Date any Component Currency shall be divided into two or more Currencies,
      the Specified Amount of such Component Currency shall be replaced by
      amounts of such two or more Currencies with appropriate Dollar equivalents
      at the Market Exchange Rate on the date of such replacement equal to the
      Dollar equivalent of the Specified Amount of such former Component
      Currency at the Market Exchange Rate on such date, and such amounts shall
      thereafter be Specified Amounts and such Currencies shall thereafter be
      Component Currencies. If after the Conversion Date of the relevant
      Currency unit, a Conversion Event (other than any event referred to above
      in this definition of "Specified Amount") occurs with respect to any
      Component Currency of such Currency unit, the Specified Amount of such
      Component Currency shall, for purposes of calculating the Dollar
      Equivalent of the Currency Unit, be converted into Dollars at the Market
      Exchange Rate in effect on the Conversion Date of such Component Currency.

            "Election Date" shall mean the earlier of (i) the seventh Business
      Day immediately preceding any payment date or (ii) the record date with
      respect to any payment date, and with respect to the Maturity shall mean
      the record date (if

                                       39

<PAGE>

      within 16 or fewer days prior to the Maturity) immediately preceding the
      Maturity, and with respect to any series of Debt Securities whose record
      date immediately preceding the Maturity is more than 16 days prior to the
      Maturity or any series of Debt Securities for which no record dates are
      provided with respect to interest payments, shall mean the date which is
      16 days prior to the Maturity.

      (j) All decisions and determinations of the Trustee or the Currency
Determination Agent, if any, regarding the Dollar Equivalent of the Foreign
Currency, the Dollar Equivalent of the Currency Unit and the Market Exchange
Rate shall be in its sole discretion and shall, in the absence of manifest
error, be conclusive for all purposes and irrevocably binding upon the Company
and all Holders of the Debt Securities denominated or payable in the relevant
Currency. In the event of a Conversion Event with respect to a Foreign Currency,
the Company, after learning thereof, will immediately give written notice
thereof to the Trustee (and the Trustee will promptly thereafter give notice in
the manner provided in Section 1.5 to the Holders) specifying the Conversion
Date. In the event of a Conversion Event with respect to a Currency unit in
which Debt Securities are denominated or payable, the Company, after learning
thereof, will immediately give notice thereof to the Trustee (and the Trustee
will promptly thereafter give written notice in the manner provided in Section
1.5 to the relevant Holders) specifying the Conversion Date and the Specified
Amount of each Component Currency on the Conversion Date. In the event of any
subsequent change in any Component Currency as set forth in the definition of
Specified Amount above, the Company, after learning thereof, will similarly give
written notice to the Trustee. The Trustee shall be fully justified and
protected in relying and acting upon information received by it from the Company
and the Currency Determination Agent, if any, and shall not otherwise have any
duty or obligation to determine such information independently.

      (k) For purposes of any provision of the Indenture where the Holders of
Outstanding Debt Securities may perform an Act which requires that a specified
percentage of the Outstanding Debt Securities of all series perform such Act and
for purposes of any decision or determination by the Trustee of amounts due and
unpaid for the principal (and premium, if any) and interest on the Debt
Securities of all series in respect of which moneys are to be disbursed ratably,
the principal of (and premium, if any) and interest on the Outstanding Debt
Securities denominated in a Foreign Currency will be the amount in Dollars based
upon the Market Exchange Rate for Debt Securities of such series, as of the date
for determining whether the Holders entitled to perform such Act have performed
it, or as of the date of such decision or determination by the Trustee, as the
case may be.

      (l) The Company hereby appoints itself as the initial Currency
Determination Agent and the Company shall be entitled to remove such agent at
any time; provided, however, that such removal shall not be effective and the
agent may not resign until a successor has been appointed by the Company and the
successor has accepted such appointment. The Trustee is under no duty or
obligation to serve in the capacity of Currency Determination Agent.

      Section 3.11. Judgments.

      If for the purpose of obtaining a judgment in any court with respect to
any obligation of the Company hereunder or under any Debt Security, it shall
become necessary to convert into

                                       40

<PAGE>

any other Currency any amount in the Currency due hereunder or under such Debt
Security, then such conversion shall be made at the Market Exchange Rate as in
effect on the date the Company shall make payment to any Person in satisfaction
of such judgment. If pursuant to any such judgment, conversion shall be made on
a date other than the date payment is made and there shall occur a change
between such Market Exchange Rate and the Market Exchange Rate as in effect on
the date of payment, the Company agrees to pay such additional amounts (if any)
as may be necessary to ensure that the amount paid is equal to the amount in
such other Currency which, when converted at the Market Exchange Rate as in
effect on the date of payment or distribution, is the amount then due hereunder
or under such Debt Security. Any amount due from the Company under this Section
3.11 shall be due as a separate debt and is not to be affected by or merged into
any judgment being obtained for any other sums due hereunder or in respect of
any Debt Security. In no event, however, shall the Company be required to pay
more in the Currency or Currency unit due hereunder or under such Debt Security
at the Market Exchange Rate as in effect when payment is made than the amount of
Currency stated to be due hereunder or under such Debt Security so that in any
event the Company's obligations hereunder or under such Debt Security will be
effectively maintained as obligations in such Currency, and the Company shall be
entitled to withhold (or be reimbursed for, as the case may be) any excess of
the amount actually realized upon any such conversion over the amount due and
payable on the date of payment or distribution.

      Section 3.12. Exchange upon default.

      If default is made in the payments referred to in Section 12.1, the
Company hereby undertakes that upon presentation and surrender of a Permanent
Global Note to the Trustee (or to any other Person or at any other address as
the Company may designate in writing), on any Business Day on or after the
maturity date of such defaulted payments the Company will issue and the Trustee
will authenticate and deliver to the bearer of such Permanent Global Note duly
executed and authenticated definitive Debt Securities with the same issue date
and maturity date as set out in such Permanent Global Note.

      Section 3.13 CUSIP Numbers.

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

                                       41
<PAGE>

                                  ARTICLE IV.

                           SATISFACTION AND DISCHARGE

      Section 4.1. Satisfaction and discharge of Indenture.

      This Indenture, with respect to the Debt Securities of any series (if all
series issued under this Indenture are not to be affected), shall, upon Company
Request, cease to be of further effect (except as to any surviving rights of
registration of transfer or exchange of such Debt Securities herein expressly
provided for and rights to receive payments of principal (and premium, if any)
and interest on such Debt Securities) and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when:

            (1) either

            (A) all Debt Securities and the Coupons, if any, of such series
      theretofore authenticated and delivered (other than (i) Debt Securities
      and Coupons of such series which have been destroyed, lost or stolen and
      which have been replaced or paid as provided in Section 3.6, (ii) Coupons
      appertaining to Bearer Securities surrendered for exchange for Registered
      Securities and maturing after such exchange, whose surrender is not
      required or has been waived under Section 3.5, (iii) Coupons appertaining
      to Bearer Securities called for redemption and maturing after the relevant
      Redemption Date, whose surrender has been waived as provided in Section
      13.6, and (iv) Debt Securities and Coupons of such series for whose
      payment money has theretofore been deposited in trust or segregated and
      held in trust by the Company and thereafter repaid to the Company or
      discharged from such trust, as provided in Section 12.4) have been
      delivered to the Trustee for cancellation; or

            (B) all Debt Securities and the Coupons, if any, of such series not
      theretofore delivered to the Trustee for cancellation,

                  (i) have become due and payable by reason of the giving of a
            notice of redemption or otherwise,

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

                  (iii) 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 either complies with any other condition or terms
            specified pursuant to Section 3.1 or, if not so specified in the
            case of (i) or (ii) or (iii) of this subclause (B), has irrevocably
            deposited or caused to be deposited with the Trustee as trust funds
            held in trust solely for the benefit of the Holders, cash in United
            States Dollars in an amount, U.S.

                                       42
<PAGE>

            Government Obligations (as defined in Section 15.2) which through
            the payment of interest and principal in respect thereof in
            accordance with their terms will provide, not later than one day
            before the due date of any payment, money in an amount, or a
            combination thereof, in such amounts as will be (except as otherwise
            provided pursuant to Section 3.1 or 3.10) sufficient, in the opinion
            of an independent firm of certified public accountants selected by
            the Company expressed in a written certification thereof delivered
            to the Trustee, without consideration of any reinvestment of
            interest, to pay and discharge the entire indebtedness on such Debt
            Securities not delivered to the Trustee for cancellation for
            principal, premium, if any and accrued interest to the date of such
            deposit (in the case of Debt 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 with respect to such series have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.7, the obligations of
the Trustee to any Authenticating Agent under Section 6.14, the obligations of
the Company under Section 12.1, and, if money shall have been deposited with the
Trustee pursuant to subclause (B) of clause (1) of this Section 4.1, the
obligations of the Trustee under Section 4.2 and the last paragraph of Section
12.4, shall survive. If, after the deposit referred to in Section 4.1 has been
made, (x) the Holder of a Debt Security is entitled to, and does, elect pursuant
to Section 3.10(c), to receive payment in a Currency other than that in which
the deposit pursuant to Section 4.1 was made, or (y) if a Conversion Event
occurs with respect to the Currency in which the deposit was made or elected to
be received by the Holder pursuant to Section 3.10(c), then the indebtedness
represented by such Debt Security shall be fully discharged to the extent that
the deposit made with respect to such Debt Security shall be converted into the
Currency in which such payment is made.

      Section 4.2. Application of trust money.

      The Trustee and any Paying Agent shall promptly pay or return to the
Company upon Company Request any moneys or U.S. Government Obligations held by
them at any time that are not required for the payment of the principal of (and
premium, if any) and interest on the Debt Securities of any series for which
money or U.S. Government Obligations have been deposited pursuant to Section
4.1.

      Subject to the provisions of the last paragraph of Section 12.4, all money
deposited with the Trustee pursuant to Section 4.1 shall be held in trust and
applied by it, in accordance with the provisions of the Debt Securities and
Coupons, if any, and this Indenture, to the payment, either directly or through
any Paying Agent (including the Company acting as its own Paying Agent) as

                                       43
<PAGE>

the Trustee may determine, to the Persons entitled thereto, of the principal
(and premium, if any) and interest for whose payment such money has been
deposited with the Trustee.

                                   ARTICLE V.

                                    REMEDIES

      Section 5.1. Events of Default.

      "Event of Default" wherever used herein with respect to Debt Securities of
any series, and unless otherwise provided with respect to Debt Securities of any
series pursuant to Section 3.1, means any one of the following events (whatever
the reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law, 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 any Debt Security or
      any payment with respect to the Coupons, if any, of such series when it
      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 (and premium, if any,
      on) any Debt Security of such series at its Maturity; or

            (3) default in the deposit of any sinking fund payment, when and as
      due by the terms of a Debt Security of such series, and the continuance of
      such default for a period of 30 days; or

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

            (5) the entry of a decree or order for relief in respect of the
      Company by a court having jurisdiction in the premises in an involuntary
      case under the Federal bankruptcy laws, as now or hereafter constituted,
      or any other applicable Federal or State bankruptcy, insolvency or other
      similar law, or a decree or order adjudging the Company a bankrupt or
      insolvent, or approving as properly filed a petition seeking
      reorganization, arrangement, adjustment or composition of or in respect of
      the Company under any applicable Federal or State law, or appointing a
      receiver, liquidator, assignee, custodian, trustee, sequestrator (or other
      similar official) of the Company or of any substantial part of its
      property, or ordering the

                                       44
<PAGE>

      winding up or liquidation of its affairs, and the continuance of any such
      decree or order unstayed and in effect for a period of 90 consecutive
      days; or

            (6) the commencement by the Company of a voluntary case under the
      Federal bankruptcy laws, as now or hereafter constituted, or any other
      applicable Federal or State bankruptcy, insolvency or other similar law,
      or the consent by it to the entry of an order for relief in an involuntary
      case under any such law or to the appointment of a receiver, liquidator,
      assignee, custodian, trustee, sequestrator (or other similar official) of
      the Company or of any substantial part of its property, or the making by
      it of an assignment for the benefit of its creditors, or the admission by
      it in writing of its inability to pay its debts generally as they become
      due, or the taking of corporate action by the Company in furtherance of
      any such action; or

            (7) any other Event of Default provided with respect to Debt
      Securities of that series pursuant to Section 3.1.

      Section 5.2. Acceleration of maturity; rescission and annulment.

      If an Event of Default (unless otherwise provided with respect to Debt
Securities of any series pursuant to Section 3.1, other than an Event of Default
specified in clauses (5) or (6) of Section 5.1) with respect to Debt Securities
of any series at the time Outstanding occurs and is continuing, then in every
such case, unless the principal of all Debt Securities shall have already become
due and payable, the Trustee or the Holders of not less than 25% in principal
amount of the Outstanding Debt Securities of such series may declare the
principal amount (or, if any Debt Securities of such series are Discount
Securities or indexed securities, such portion of the principal amount of such
Discount Securities as may be specified in the terms of such Discount Securities
or indexed securities) of all the Debt Securities of such series to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee
if given by Holders), and upon any such declaration such principal amount (or
specified amount) plus accrued and unpaid interest (and premium, if payable)
shall become immediately due and payable; provided however, that payment of such
principal and interest, if any, on the Debt Securities of such series shall
remain subordinated to the extent provided in Article XVII. Upon payment of such
amount in the Currency in which such Debt Securities are denominated (except as
otherwise provided pursuant to Sections 3.1 or 3.10), all obligations of the
Company in respect of the payment of principal of the Debt Securities of such
series shall terminate.

      At any time after such a declaration of acceleration with respect to Debt
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 V provided, the Holders of a majority in principal amount of the
Outstanding Debt Securities of such series, by written notice to the Company and
the Trustee, may rescind and annul such declaration and its consequences if

            (1) the Company has paid or deposited with the Trustee a sum in the
      Currency in which such Debt Securities are denominated (except as
      otherwise provided pursuant to Section 3.1 or 3.10) sufficient to pay

                                       45
<PAGE>

                  (A)   all overdue installments of interest on all Debt
                        Securities or all overdue payments with respect to any
                        Coupons of such series,

                  (B)   the principal of (and premium, if any, on) any Debt
                        Securities of such series which have become due
                        otherwise than by such declaration of acceleration and
                        interest thereon at the rate or rates prescribed
                        therefor in such Debt Securities,

                  (C)   to the extent that payment of such interest is lawful,
                        interest upon overdue installments of interest on each
                        Debt Security of such series or upon overdue payments on
                        any Coupons of such series at the Overdue Rate, 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;
                        provided, however, that all sums payable under this
                        clause (D) shall be paid in Dollars;

            and

            (2) All Events of Default with respect to Debt Securities of such
      series, other than the nonpayment of the principal of Debt Securities of
      such series which has become due solely by such declaration of
      acceleration, have been cured or waived as provided in Section 5.13.

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

      Section 5.3. Collection of indebtedness and suits for enforcement by
Trustee.

      The Company covenants that if

            (1) default is made in the payment of any installment of interest on
      any Debt Security or any payment with respect to any Coupons when such
      interest or payment becomes due and payable and such default continues for
      a period of 30 days,

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

            (3) default is made in the making or satisfaction of any sinking
      fund payment or analogous obligation when the same becomes due pursuant to
      the terms of the Debt Securities of any series, and such default continues
      for a period of 30 days,

                                       46
<PAGE>

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Debt Securities or of such Coupons, the amount then due and
payable on such Debt Securities or matured Coupons, for the principal (and
premium, if any) and interest, if any, and, to the extent that payment of such
interest shall be legally enforceable, interest upon the overdue principal (and
premium, if any) and upon overdue installments of interest, at the Overdue Rate;
and, in addition thereto, such further amount as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.

      If the Company fails to pay such amount 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 Debt Securities and Coupons,
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 Debt
Securities and Coupons wherever situated.

      If an Event of Default with respect to Debt 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 Debt Securities and
Coupons 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 5.4. Trustee may file proofs of claim.

      In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceedings, or any voluntary or involuntary case under the Federal
bankruptcy laws, as now or hereafter constituted, relative to the Company or any
other obligor upon the Debt Securities and Coupons, if any, of a particular
series or all or substantially all of the property of the Company or of such
other obligor or their creditors, the Trustee (irrespective of whether the
principal of such Debt Securities shall then be due and payable as therein
expressed or by declaration of acceleration or otherwise and irrespective of
whether the Trustee shall have made any demand on the Company for the payment of
overdue principal or interest) shall be entitled and empowered, by intervention
in such proceeding or otherwise,

            (i) to file and prove a claim for the whole amount of principal (or,
      if the Debt Securities of such series are Discount Securities, such
      portion of the principal amount as may be due and payable with respect to
      such series pursuant to a declaration in accordance with Section 5.2) (and
      premium, if any) and interest owing and unpaid in respect of the Debt
      Securities and Coupons of such series 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 of such Debt Securities and Coupons allowed in
      such judicial proceeding, and

                                       47
<PAGE>

            (ii) to collect and receive any moneys or other property payable or
      deliverable on any such claims and to distribute the same; and any
      receiver, assignee, trustee, custodian, liquidator, sequestrator (or other
      similar official) in any such proceeding is hereby authorized by each such
      Holder to make such payments to the Trustee, and in the event that the
      Trustee shall consent to the making of such payments directly to such
      Holders, to pay to the Trustee any amount due it for the reasonable
      compensation, expenses, disbursements and advances of the Trustee, its
      agents and counsel, and any other amounts due the Trustee under Section
      6.7.

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

      Section 5.5. Trustee may enforce claims without possession of Debt
Securities.

      All rights of action and claims under this Indenture or the Debt
Securities and the Coupons, if any, of any series may be prosecuted and enforced
by the Trustee without the possession of any of such Debt Securities or Coupons
or the production thereof in any proceeding relating thereto, and any such
proceeding instituted by the Trustee shall be brought in its own name, as
trustee of an express trust, and any recovery 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 Debt Securities or Coupons in respect of which such judgment
has been recovered.

      Section 5.6. Application of money collected.

      Subject to Article XVIII, any money collected by the Trustee pursuant to
this Article V 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 (and premium, if any) or interest, upon presentation of the Debt
Securities or Coupons of any series in respect of which money has been collected
and the notation thereon of the payment if only partially paid and upon
surrender thereof if fully paid:

            FIRST: To the payment of all amounts due the Trustee under Section
      6.7.

            SECOND: To the payment of all Senior Indebtedness if and to the
      extent required by Article XVIII.

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

                                       48
<PAGE>

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

      Section 5.7. Limitation on suits.

      No Holder of any Debt Security or Coupon of any series shall have any
right to institute any action or proceeding, judicial or otherwise, at law or in
equity or in bankruptcy or otherwise with respect to this Indenture, or for the
appointment of a receiver, trustee, liquidator, custodian sequestrator (or other
similar official) 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 such series,

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

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

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

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

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other such
Holders or of the Holders of Outstanding Debt Securities or Coupons of any other
series, or to obtain or to seek to obtain priority or preference over any other
of such Holders or to enforce any right under this Indenture, except in the
manner herein provided and for the equal and ratable benefit of all of such
Holders (it being further understood that the Trustee does not have an
affirmative duty to ascertain whether such actions or forbearances are unduly
prejudicial to such Holders). For the protection and enforcement of the
provisions of this Section 5.7, each and every Holder of Debt Securities or
Coupons of any series and the Trustee for such series shall be entitled to such
relief as can be given at law or in equity.

      Section 5.8. Unconditional right of Holders to receive principal, premium
and interest.

      Notwithstanding any other provision in this Indenture, the Holder of any
Debt Security or of any Coupon shall have the right, which is absolute and
unconditional, to receive payment of the principal of (and premium, if any) and
(subject to Section 3.7) interest on such Debt Security or Coupon on the
respective Stated Maturity or Maturities expressed in such Debt Security or
Coupon (or, in the case of redemption, on the Redemption Date) and to institute
suit for the

                                       49
<PAGE>

enforcement of any such payment and interest thereon, and such right shall not
be impaired without the consent of such Holder.

      Section 5.9. Restoration of rights and remedies.

      If the Trustee or any Holder 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 and rights hereunder, and
thereafter all rights and remedies of the Company, Trustee and the Holders shall
continue as though no such proceeding had been instituted.

      Section 5.10. Rights and remedies cumulative.

      Except as otherwise expressly provided elsewhere in this Indenture, 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 5.11. 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 any acquiescence
therein. Every right and remedy given by this Indenture or by law to the Trustee
or to the Holders may be exercised from time to time, and as often as may be
deemed expedient, by the Trustee or by the Holders, as the case may be.

      Section 5.12. Control by Holders.

      The Holders of a majority in principal amount of the Outstanding Debt
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 by this Indenture on the Trustee with
respect to the Debt Securities of such series, provided, that:

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

            (2) subject to the provisions of Section 6.1, the Trustee shall have
      the right to decline to follow any such direction if the Trustee in good
      faith shall, by a Responsible Officer or Responsible Officers of the
      Trustee, determine that the proceeding so directed would be unjustly
      prejudicial to the Holders of Debt Securities of such series not joining
      in any such direction; and

                                       50
<PAGE>

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

      Section 5.13. Waiver of past defaults.

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

            (1) in the payment of the principal of (or premium, if any) or
      interest on any Debt Security of such series, or in the payment of any
      sinking fund installment or analogous obligation with respect to the Debt
      Securities of such series; or

            (2) in respect of a covenant or provision hereof which pursuant to
      Article XI cannot be modified or amended without the consent of the Holder
      of each Outstanding Debt Security of such series affected; provided that a
      majority in principal amount of the Outstanding Debt Securities of a given
      series may rescind and annul a declaration of acceleration with respect to
      Debt Securities of such series as provided in Section 5.2.

      Upon any such waiver, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured and not to have
occurred, for every purpose of the Debt Securities of such series under this
Indenture, but no such waiver shall extend to any subsequent or other default or
impair any right consequent thereon.

      Section 5.14. Undertaking for costs.

      All parties to this Indenture agree, and each Holder of any Debt Security
or any Coupon 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, suffered or omitted by it as Trustee, the filing by any party
litigant in such suit other than the Trustee of an undertaking to pay the costs
of such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees and expenses, against any party litigant in
such suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant, but the provisions of this Section shall
not apply to any suit instituted by the Company, 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 Debt Securities
of any series, or to any suit instituted by any Holder of a Debt Security or
Coupon for the enforcement of the payment of the principal of (or premium, if
any) or interest on such Debt Security or the payment of any Coupon on or after
the respective Stated Maturity or Maturities expressed in such Debt Security or
Coupon (or, in the case of redemption, on or after the Redemption Date).

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<PAGE>

      Section 5.15. Waiver of stay or extension laws.

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

                                  ARTICLE VI.

                                  THE TRUSTEE

      Section 6.1. Certain duties and responsibilities.

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

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

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

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

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

            (1) this subsection shall not be construed to limit the effect of
      subsection (a) of this Section 6.1;

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<PAGE>

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

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

            (4) the Trustee is under no obligation or duty to pay interest on or
      invest any funds deposited with it except as specifically provided in this
      Indenture, and all investment activities undertaken by the Trustee, if
      any, shall be at and pursuant to the written instruction of the Company;
      and

            (5) 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.

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

      (e) Any opinion required or permitted to be delivered to the Trustee
hereunder may be addressed and delivered to the entity serving as Trustee
hereunder solely in its individual capacity and not in its capacity as Trustee,
fiduciary or as representative of the holders of such Debt Securities and
Coupons issued by the Company.

      Section 6.2. Notice of defaults.

      Within 90 days after the occurrence of any default hereunder with respect
to Debt Securities or Coupons, if any, of any series, the Trustee shall give
notice to all Holders of Debt Securities and Coupons of such series 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 any Debt
Security or Coupon of such series or in the payment of any sinking fund
installment with respect to Debt Securities of such series, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determine that the withholding of such
notice is in the interest of the Holders of Debt Securities and of Coupons of
such series; and provided, further, that in the case of any default of the
character specified in Section 5.1(4) with respect to Debt Securities of such
series no such notice to Holders shall be given until at least 90 days after the
occurrence thereof. For the purpose of this Section, the term "default" means
any event

                                       53
<PAGE>

which is, or after notice or lapse of time or both would become, an Event of
Default with respect to Debt Securities of such series.

      Notice given pursuant to this Section 6.2 shall be transmitted by mail:

            (1) to all Registered Holders, as the names and addresses of the
      Registered Holders appear in the Security Register;

            (2) to such Holders of Bearer Securities of any series as have
      within two years preceding such transmission, filed their names and
      addresses with the Trustee for such series for that purpose; and

            (3) to each Holder of a Debt Security of any series whose name and
      address appear in the information preserved at the time by the Trustee in
      accordance with Section 7.2(a) of this Indenture.

      Section 6.3. Certain rights of Trustee.

      Except as otherwise provided in Section 6.1:

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

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

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

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

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

      (f) the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, Officers' Certificate or other
certificate, statement, instrument, opinion,

                                       54
<PAGE>

report, notice, request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or document, unless requested in writing
to do so by not less than a majority of the Holders of the Outstanding Debt
Securities affected thereby, 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 conduct a reasonable examination of the
books, records and premises of the Company, personally or by agent or attorney
at the sole cost of the Company and shall incur no liability or additional
liability of any kind by reason of such inquiry or investigation;

      (g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent (including any agent appointed pursuant to
Section 3.10(j)) or attorney appointed with due care by it hereunder;

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

      (i) the rights, privileges, protections, immunities and benefits given to
the Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and each agent, custodian and other Person employed to act hereunder;
and

      (j) the Trustee may request that the Company deliver a certificate setting
forth the names of individuals and/or titles of officers authorized at such time
to take specified actions pursuant to this Indenture.

      Section 6.4. Not responsible for recitals or issuance of Debt Securities.

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

      Section 6.5. May hold Debt Securities.

      The Trustee, any Paying Agent, the Security Registrar or any other agent
of the Company, in its individual or any other capacity, may become the owner or
pledgee of Debt Securities or Coupons, and, subject to Sections 6.8 and 6.13,
may otherwise deal with the Company with the same rights it would have if it
were not Trustee, Paying Agent, Security Registrar or such other agent.

                                       55
<PAGE>

      Section 6.6. Money held in trust.

      Money in any Currency held by the Trustee or any Paying Agent in trust
hereunder need not be segregated from other funds except to the extent required
by law. Neither the Trustee nor any Paying Agent shall be under any liability
for (i) interest on any money received by it hereunder except as otherwise
agreed with the Company or (ii) losses resulting from currency fluctuations or
any investments made pursuant to 6.1(c)(4).

      Section 6.7. Compensation and reimbursement.

      The Company agrees:

            (1) to pay to the Trustee from time to time such reasonable
      compensation in Dollars as the Company and the Trustee shall from time to
      time agree in writing 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);

            (2) except as otherwise expressly provided herein, to reimburse the
      trustee in Dollars 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 to the extent of any such expense, disbursement or
      advance as may be attributable to its negligence, bad faith or willful
      misconduct; and

            (3) to indemnify in Dollars the Trustee for, and to hold it harmless
      against, any loss, liability, damage, claim or expense incurred without
      negligence or bad faith or willful misconduct on its part, arising out of
      or in connection with the acceptance or administration of this trust or
      performance of its duties hereunder, including the reasonable 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,
      except to the extent that any such claim or liability may be attributable
      to the Trustee's negligence, bad faith or willful misconduct.

      As consideration for the performance of the obligations of the Company
under this Section, the Trustee shall have a claim senior to the Debt Securities
and Coupons, if any, upon all property and funds held or collected by the
Trustee as such, except funds held in trust for the payment of amounts due on
particular Debt Securities and Coupons.

      The obligations of the Company under this Section 6.7 to compensate and
indemnify the Trustee for expenses, disbursements and advances shall constitute
additional indebtedness under this Indenture and shall survive the satisfaction
and discharge of this Indenture.

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<PAGE>

      Section 6.8. Disqualification; conflicting interests.

      If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture.

      Section 6.9. Corporate Trustee required; eligibility.

      There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia, authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus
of at least $50,000,000, subject to supervision or examination by Federal, State
or District of Columbia authority. If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such corporation shall be deemed to
be its combined capital and surplus as set forth in its most recent report of
condition so published. Neither the Company nor any Person directly or
indirectly controlling, controlled by, or under common control with the Company
shall serve as Trustee upon any Debt Securities.

      Section 6.10. 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 VI shall become effective until the
acceptance of appointment by the successor Trustee under Section 6.11.

      (b) The Trustee may resign at any time with respect to the Debt 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, at the expense of the Company, petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Debt Securities of such series.

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

      (d) If at any time:

            (1) the Trustee shall fail to comply with Section 6.8(a) with
      respect to the Debt Securities of any series after written request
      therefor by the Company or by any Holder who has been a bona fide Holder
      of a Debt Security of such series for at least six months, or

            (2) the Trustee shall cease to be eligible under Section 6.9 with
      respect to the Debt Securities of any series and shall fail to resign
      after written request therefor by the Company or by any such Holder, or

                                       57
<PAGE>

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

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to all Debt Securities, or (ii) subject to Section 5.14,
any Holder who has been a bona fide Holder of a Debt Security of any series for
at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee for the Debt Securities of such series.

      (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 Debt Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Debt Securities of that or those series (except as provided in Section
6.10(c)) (it being understood that any such successor Trustee may be appointed
with respect to the Debt 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 Debt
Securities of any particular series) and shall comply with the applicable
requirements of Section 6.11. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
with respect to the Debt Securities of any series shall be appointed by Act of
the Holders of a majority in principal amount of the Outstanding Debt 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 Debt Securities of such series
and to that extent supersede the successor Trustee appointed by the Company. If
no successor Trustee with respect to the Debt Securities of any series shall
have been so appointed by the Company or the Holders of such series and accepted
appointment in the manner hereinafter provided, any Holder who has been a bona
fide Holder of a Debt Security of such series for at least six months may, at
the expense of the Company and subject to Section 5.14, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Debt Securities of
such series.

      (f) The Company shall give notice of each resignation and each removal of
the Trustee with respect to the Debt Securities of any series and each
appointment of a successor Trustee with respect to the Debt Securities of any
series in the manner and to the extent provided in Section 1.5 to the Holders of
Debt Securities of such series. Each notice shall include the name of the
successor Trustee with respect to the Debt Securities of such series and the
address of its Corporate Trust Office.

      Section 6.11. Acceptance of appointment by successor.

      (a) In the case of an appointment hereunder of a successor Trustee with
respect to all Debt Securities, each such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee, but, on request of
the Company or the

                                       58
<PAGE>

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 claim, if any,
provided for in Section 6.7.

      (b) In case of the appointment hereunder of a successor Trustee with
respect to the Debt Securities of one or more (but not all) series, the Company,
the retiring Trustee and each successor Trustee with respect to the Debt
Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment
and which (1) shall contain such provisions as shall be necessary or desirable
to transfer and confirm to, and to vest in, each successor Trustee all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Debt 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 Debt 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 Debt 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 any 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 other trust or trusts hereunder administered by any other such Trustee; and
upon the execution and delivery of any 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 Debt 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 Debt
Securities of that or those series to which the appointment of such successor
Trustee relates.

      (c) Upon request of any such successor Trustee, the Company shall execute
any and all instruments for more fully and certainly vesting in and confirming
to such successor Trustee all such rights, powers and trusts referred to in
paragraph (a) or (b) of this Section 6.11, 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 VI.

      Section 6.12. Merger, conversion, consolidation or succession to business.

      Any corporation or national association into which the Trustee may be
merged or converted or with which it may be consolidated, or any corporation or
national association resulting from any merger, conversion or consolidation to
which the Trustee shall be a party, or any corporation or national association
succeeding to all or substantially all of the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided that such

                                       59
<PAGE>

corporation or national association shall be otherwise qualified and eligible
under this Article VI, without the execution or filing of any paper or any
further act on the part of any of the parties hereto. In case any Debt
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 Debt
Securities so authenticated with the same effect as if such successor Trustee
had itself authenticated such Debt Securities. In case any Debt Securities shall
not have been authenticated by such predecessor Trustee, any such successor
Trustee may authenticate and deliver such Debt 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 6.13. Preferential collection of claims against Company.

      If and when the Trustee shall be or become a creditor of the Company (or
any other obligor upon the Debt Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such other obligor).

      Section 6.14. Appointment of Authenticating Agent.

      As long as any Debt Securities of a series remain Outstanding, upon a
Company Request, there shall be an authenticating agent (the "Authenticating
Agent") appointed, for such period as the Company shall elect, by the Trustee
for such series of Debt Securities to act as its agent on its behalf and subject
to its direction in connection with the authentication and delivery of each
series of Debt Securities for which it is serving as Trustee. Debt Securities of
each such series authenticated by such Authenticating Agent shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by such Trustee. Wherever reference is made in this
Indenture to the authentication and delivery of Debt Securities of any series by
the Trustee for such series or to the Trustee's Certificate of Authentication,
such reference shall be deemed to include authentication and delivery on behalf
of the Trustee for such series by an Authenticating Agent for such series and a
Certificate of Authentication executed on behalf of such Trustee by such
Authenticating Agent, except that only the Trustee may authenticate Debt
Securities upon original issuance and pursuant to Section 3.6 hereof. Such
Authenticating Agent shall at all times be a corporation organized and doing
business under the laws of the United States of America or of any State,
authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least $10,000,000 and subject to supervision or
examination by Federal or State authority. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for 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. If 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.

      Any corporation into which any Authenticating Agent may be merged or
converted, or with which it may be consolidated, or any corporation resulting
from any merger, conversion or

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consolidation to which any Authenticating Agent shall be a party, or any
corporation succeeding to all or substantially all of the corporate agency
business of any Authenticating Agent, shall continue to be the Authenticating
Agent with respect to all series of Debt Securities for which it served as
Authenticating Agent without the execution or filing of any paper or any further
act on the part of the Trustee for such series or such Authenticating Agent.

      The Trustee may at any time terminate the agency of an Authenticating
Agent by giving written notice thereof to such Authenticating Agent and to the
Company in the manner set forth in Section 1.4. Any Authenticating Agent may at
any time, and if it shall cease to be eligible shall, resign by giving written
notice of resignation to the applicable Trustee and to the Company.

      Upon receiving such a notice of resignation or upon such a termination, or
in case at any time any Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section 6.14 with respect to one or more
or all series of Debt Securities, the Trustee for such series shall upon Company
Request appoint a successor Authenticating Agent, and the Company shall provide
notice of such appointment to all Holders of Debt Securities of such series in
the manner and to the extent provided in Section 1.5. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all rights, powers, duties and responsibilities of its predecessor
hereunder, with like effect as if originally named as Authenticating Agent
herein. The Company agrees to pay to the Authenticating Agent for such series
from time to time reasonable compensation for its services. The Authenticating
Agent for the Debt Securities of any series shall have no responsibility or
liability for any action taken by it as such at the direction of the Trustee for
such series.

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

      This is one of the series of Debt Securities referred to in the within
mentioned Indenture.

                                       As Trustee

                                       By:______________________________________
                                          As Authenticating Agent

                                       By:______________________________________
                                          Authorized Signatory

                                  ARTICLE VII.

               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

      Section 7.1. Company to furnish Trustee names and addresses of Holders.

      If the Trustee is not acting as Security Registrar for the Registered
Securities of such series for which it acts as Trustee, the Company will furnish
or cause to be furnished to the Trustee:

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<PAGE>

      (a) semi-annually on a date not more than 15 days after each Regular
Record Date with respect to an Interest Payment Date, if any, for the Registered
Securities of such series (or on semi-annual dates in each year to be determined
pursuant to Section 3.1 if the Registered Securities of such series do not bear
interest), a list, in such form as the Trustee may reasonably require, of the
names and addresses of the Registered Holders as of the date 15 days next
preceding each such Regular Record Date (or such semi-annual dates, as the case
may be); 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.

      The Company shall also be required to furnish to the Trustee at all such
times set forth above all information in the possession or control of the
Company or any of its Paying Agents other than the Trustee as to the names and
addresses of the Holders of Bearer Securities of all series; provided, however,
that the Company shall have no obligation to investigate any matter relating to
any Holders of Bearer Securities of any series.

      Section 7.2. Preservation of information, communication to Holders.

      (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of Holders (i)
contained in the most recent list furnished to the Trustee as provided in
Section 7.1, (ii) received by it in the capacity of Security Registrar (if so
acting) hereunder, and (iii) filed with it within the two preceding years
pursuant to Section 313(c)(2) of the Trust Indenture Act.

      The Trustee may (i) destroy any list furnished to it as provided in
Section 7.1 upon receipt of a new list so furnished, (ii) destroy any
information received by it as Paying Agent (if so acting) hereunder upon
delivering to itself as Trustee, not earlier than 45 days after an Interest
Payment Date, a list containing the names and addresses of the Holders obtained
from such information since the delivery of the next previous list, if any,
(iii) destroy any list delivered to itself as Trustee which was compiled from
information received by it as Paying Agent (if so acting) hereunder upon the
receipt of a new list so delivered, and (iv) destroy not earlier than two years
after filing, any information filed with it pursuant to Section 313(c)(2) of the
Trust Indenture Act.

      (b) The rights of Holders to communicate with other Holders with respect
to their rights under the Indenture or under the Debt Securities, and the
corresponding rights and privileges of the Trustee shall be as provided by
Section 312(b) of the Trust Indenture Act.

      (c) Every Holder of Debt Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
shall be held accountable by reason of the disclosure of any such information as
to the names and addresses of the Holders in accordance with Section 7.2(b),
regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing of any material
pursuant to a request made under Section 7.2(b).

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<PAGE>

      Section 7.3. Reports by Trustee.

      (a) The Trustee shall transmit to Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant thereto. If
required by Section 313(a) of the Trust Indenture Act, the Trustee shall, within
sixty days after each January 15 following the date of the initial issuance of
Securities under this Indenture deliver to Holders a brief report, dated as of
such January 15, which complies with the provisions of such Section 313(a).

      (b) A copy of each such report shall, at the time of such transmission to
Holders, be filed with the Company and the Company shall file such report with
each stock exchange, if any, upon which any Debt Securities of such series are
listed, with the Commission and also with the Company. The Company will promptly
notify the Trustee in writing when any series of Debt Securities are listed on
any stock exchange and of any delisting thereof.

      Section 7.4. Reports by Company.

      Unless otherwise specified with respect to a particular series of Debt
Securities pursuant to Section 3.1, the Company will:

            (1) file with the Trustee, after the Company is required to file the
      same with the Commission, copies of the annual reports and of the
      information, documents and other reports (or copies of such portions of
      any of the foregoing as the Commission may from time to time by rules and
      regulations prescribe) which the Company may be required to file with the
      Commission pursuant to Section 13 or Section 15(d) of the Securities
      Exchange Act of 1934, as amended. Notwithstanding that the Company may not
      be required to remain subject to the reporting requirements of Section 13
      or 15(d) of the Securities Exchange Act of 1934, as amended, or otherwise
      report on an annual and quarterly basis on forms provided for such annual
      and quarterly reporting pursuant to rules and regulations promulgated by
      the Commission, the Company shall continue to file with the Commission and
      provide the Trustee and the Holders of each series of Debt Securities
      with, without cost to each Holder, (a) within 90 days after the end of
      each fiscal year, annual reports on Form 10-K (or any successor or
      comparable form) containing the information required to be contained
      therein (or required in such successor or comparable form); (b) within 45
      days after the end of each of the first three fiscal quarters of each
      fiscal year, reports on Form 10-Q (or any successor or comparable form);
      and (c) promptly from time to time after the occurrence of an event
      required to be therein reported, such other reports on Form 8-K (or any
      successor or comparable form) containing the information required to be
      contained therein (or required in any successor or comparable form);
      provided, however, that the Company shall not be obligated to file such
      reports with the Commission if the Commission does not permit such
      filings;

            (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

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<PAGE>

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

            (3) transmit to all Holders of Debt Securities, in the manner and to
      the extent provided in Section 7.3, within 30 days after the filing
      thereof with the Trustee, such summaries of any information, documents and
      reports required to be filed by the Company pursuant to paragraphs (1) and
      (2) of this Section as may be required by rules and regulations prescribed
      from time to time by the Commission.

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

                                 ARTICLE VIII.

                             CONCERNING THE HOLDERS

      Section 8.1. Acts of Holders.

      Any request, demand, authorization, direction, notice, consent, waiver or
other action provided by this Indenture to be given or taken by Holders may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent or proxy 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. Whenever in this Indenture it is provided that
the Holders of a specified percentage in aggregate principal amount of the
Outstanding Debt Securities of any series may take any Act, the fact that the
Holders of such specified percentage have joined therein may be evidenced (a) by
the instrument or instruments executed by Holders in person or by agent or proxy
appointed in writing, or (b) by the record of Holders voting in favor thereof at
any meeting of such Holders duly called and held in accordance with the
provisions of Article IX, or (c) by a combination of such instrument or
instruments and any such record of such a meeting of Holders.

      The Company may, at its option, by Company Order, fix in advance a record
date for the determination of Holders of Registered Debt Securities entitled to
give any request, demand, authorization, direction, notice, consent, waiver or
other Act solicited by the Company, but the Company shall have no obligation to
do so; provided, however, that the Company may not fix a record date for the
giving or making of any notice, declaration, request or direction referred to in
the next sentence. In addition, the Trustee may, at its option, fix in advance a
record date of the determination of Holders of Registered Debt Securities
entitled to join in the giving or making of any Notice of Default, any
declaration of acceleration referred to in Section 5.2, any request to institute
proceedings referred to in Section 5.7 or any direction referred to in Section
5.12. If any

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<PAGE>

such record date is fixed, such request, demand, authorization, direction,
notice, consent, waiver or other Act, or such notice, declaration, request or
direction, may be given before or after such record date, but only the Holders
of Registered Debt Securities for the purposes of determining (i) whether
Holders of the requisite proportion of the Outstanding Debt Securities have
authorized or agreed or consented to such Act (and for that purpose, the
Outstanding Registered Debt Securities shall be computed as of the record date)
and/or (ii) which Holders of Registered Debt Securities may revoke any such Act
(notwithstanding Section 8.4); and any such Act, given as aforesaid, shall be
effective whether or not the Holders of Registered Debt Securities which
authorized or agreed or consented to such Act remain Holders of Registered Debt
Securities after such record date and whether or not the Debt Securities held by
such Holders remain Outstanding after such record date.

      Section 8.2. Proof of ownership; proof of execution of instruments by
Holder.

      The ownership of Registered Securities of any series shall be proved by
the Security Register for such series or by a certificate of the Security
Registrar for such series.

      The ownership of Bearer Securities shall be proved by production of such
Bearer Securities or by a certificate executed by any bank or trust company,
which certificate shall be dated and shall state that on the date thereof a
Bearer Security bearing a specified identifying number or other mark was
deposited with or exhibited to the Person executing such certificate by the
Person named in such certificate, or by any other proof of possession reasonably
satisfactory to the Trustee. The holding by the Person named in any such
certificate of any Bearer Security specified therein shall be presumed to
continue for a period of one year unless at the time of determination of such
holding (1) another certificate bearing a later date issued in respect of the
same Bearer Security shall be produced, (2) such Bearer Security shall be
produced by some other Person, (3) such Bearer Security shall have been
registered on the Security Register, if, pursuant to Section 3.1, such Bearer
Security can be so registered, or (4) such Bearer Security shall have been
canceled or paid.

      Subject to the provisions of Sections 6.1, 6.3 and 9.5, proof of the
execution of a writing appointing an agent or proxy and of the execution of any
instrument by a Holder or his agent or proxy shall be sufficient and conclusive
in favor of the Trustee and the Company if made in the following manner:

      The fact and date of the execution by any such Person of any instrument
may be proved by the certificate of any notary public or other officer
authorized to take acknowledgements of deeds, that the person executing such
instrument acknowledged to him the execution thereof, or by an affidavit of a
witness to such execution sworn to before any such notary or other such officer.
Where such execution is by an officer of a Corporation or a member of a
partnership on behalf of such Corporation, as the case may be, or by any other
person acting in a representative capacity, such certificate or affidavit shall
also constitute sufficient proof of his or her authority.

      The record of any Holders' meeting shall be proved in the manner provided
in Section 9.6.

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<PAGE>

      The Trustee may in any instance require further or other proof with
respect to any of the matters referred to in this Section 8.2 so long as the
request is a reasonable one.

      Section 8.3. Persons deemed owners.

      The Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name any Registered Security is registered as the
owner of such Registered Security for the purpose of receiving payment of the
principal of (and premium, if any) and (subject to Section 3.7) interest, if
any, on such Registered Security and for all other purposes whatsoever, whether
or not such Registered 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. The Company, the Trustee, and any agent of the Company or the Trustee
may treat the Holder of any Bearer Security or of any Coupon as the absolute
owner of such Bearer Security or Coupon for the purposes of receiving payment
thereof or on account thereof and for all other purposes whatsoever, whether or
not such Bearer Security or Coupon 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. All payments made to any Holder, or upon his order, shall be
valid, and, to the extent of the sum or sums paid, effectual to satisfy and
discharge the liability for moneys payable upon such Debt Security or Coupon.

      Section 8.4. Revocation of consents; future Holders bound.

      At any time prior to (but not after) the evidencing to the Trustee, as
provided in Section 8.1, of the taking of any Act by the Holders of the
percentage in aggregate principal amount of the Outstanding Debt Securities
specified in this Indenture in connection with such Act, any Holder of a Debt
Security the number, letter or other distinguishing symbol of which is shown by
the evidence to be included in such Debt Securities, the Holders of which have
consented to such Act, by filing written notice with the Trustee at the
Corporate Trust Office and upon proof of ownership as provided in Section 8.2,
may revoke such Act so far as it concerns such Debt Security. Except as
aforesaid, any such Act taken by the Holder of any Debt Security shall be
conclusive and binding upon such Holder and, subject to the provisions of
Section 5.8, upon all future Holders of such Debt Security and all past, present
and future Holders of Coupons, if any, appertaining thereto and of any Debt
Securities and Coupons issued on transfer or in lieu thereof or in exchange or
substitution therefor, irrespective of whether or not any notation in regard
thereto is made upon such Debt Security or Coupons or such other Debt Securities
or Coupons.

                                  ARTICLE IX.

                               HOLDERS' MEETINGS

      Section 9.1. Purposes of meetings.

      A meeting of Holders of any or all series may be called at any time and
from time to time pursuant to the provisions of this Article IX for any of the
following purposes:

            (1) to give any notice to the Company or to the Trustee for such
      series, or to give any directions to the Trustee for such series, or to
      consent to the

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<PAGE>

      waiving of any default hereunder and its consequences, or to take any
      other action authorized to be taken by Holders pursuant to any of the
      provisions of Article V;

            (2) to remove the Trustee for such series and appoint a successor
      Trustee pursuant to the provisions of Article VI;

            (3) to consent to the execution of an indenture or indentures
      supplemental hereto pursuant to the provisions of Section 11.2; or

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

      Section 9.2. Call of meetings by Trustee.

      The Trustee for any series may at any time call a meeting of Holders of
such series to take any action specified in Section 9.1, to be held at such time
or times and at such place or places as the Trustee for such series shall
determine. Notice of every meeting of the Holders of any series, setting forth
the time and the place of such meeting and in general terms the action proposed
to be taken at such meeting, shall be given to Holders of such series in the
manner and to the extent provided in Section 1.5. Such notice shall be given not
less than 10 days nor more than 90 days prior to the date fixed for the meeting.

      Section 9.3. Call of meetings by Company or Holders.

      In case at any time the Company, pursuant to a Board Resolution, or the
Holders of at least 10% in aggregate principal amount of the Outstanding Debt
Securities of a series or of all series, as the case may be, shall have
requested the Trustee for such series to call a meeting of Holders of any or all
such series by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee shall not have given the
notice of such meeting within 10 days after the receipt of such request, then
the Company or such Holders may determine the time or times and the place or
places for such meetings and may call such meetings to take any action
authorized in Section 9.1, by giving notice thereof as provided in Section 9.2.

      Section 9.4. Qualifications for voting.

      To be entitled to vote at any meeting of Holders a Person shall be (a) a
Holder of a Debt Security of the series with respect to which such meeting is
being held or (b) a Person appointed by an instrument in writing as agent or
proxy by such Holder. The only Persons who shall be entitled to be present or to
speak at any meeting of Holders shall be the Persons entitled to vote at such
meeting and their counsel and any representatives of the Trustee for the series
with respect to which such meeting is being held and its counsel and any
representatives of the Company and its counsel.

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<PAGE>

      Section 9.5. Regulations.

      Notwithstanding any other provisions of this Indenture, the Trustee for
any series may make such reasonable regulations as it may deem advisable for any
meeting of Holders of such series, in regard to proof of the holding of Debt
Securities of such series and of the appointment of proxies, and in regard to
the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to vote,
and such other matters concerning the conduct of the meeting as it shall deem
appropriate.

      The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Holders of such series as provided in Section 9.3, in which case
the Company or the Holders calling the meeting, as the case may be, shall in
like manner appoint a temporary chairman. A permanent chairman and a permanent
secretary of the meeting shall be elected by a majority vote of the meeting.

      Subject to the provisos in the definition of "Outstanding," at any meeting
each Holder of a Debt Security of the series with respect to which such meeting
is being held or proxy therefor shall be entitled to one vote for each $1,000
principal amount (or such other amount as shall be specified as contemplated by
Section 3.1) of Debt Securities of such series held or represented by him;
provided, however, that no vote shall be cast or counted at any meeting in
respect of any Debt Security challenged as not Outstanding and ruled by the
chairman of the meeting to be not Outstanding. The chairman of the meeting shall
have no right to vote other than by virtue of Outstanding Debt Securities of
such series held by him or her or instruments in writing duly designating him or
her as the person to vote on behalf of Holders of Debt Securities of such
series. Any meeting of Holders with respect to which a meeting was duly called
pursuant to the provisions of Section 9.2 or 9.3 may be adjourned from time to
time by a majority of such Holders present and the meeting may be held as so
adjourned without further notice.

      Section 9.6. Voting.

      The vote upon any resolution submitted to any meeting of Holders with
respect to which such meeting is being held shall be by written ballots on which
shall be subscribed the signatures of such Holders or of their representatives
by proxy and the serial number or numbers of the Debt Securities held or
represented by them. The permanent chairman of the meeting shall appoint two
inspectors of votes who shall count all votes cast at the meeting for or against
any resolution and who shall make and file with the secretary of the meeting
their verified written reports in duplicate of all votes cast at the meeting. A
record in duplicate of the proceedings of each meeting of Holders shall be
taken, and there shall be attached to said record the original reports of the
inspectors of votes on any vote by ballot taken thereat and affidavits by one or
more persons having knowledge of the facts setting forth a copy of the notice of
the meeting and showing that said notice was transmitted as provided in Section
9.2. The record shall show the serial numbers of the Debt Securities voting in
favor of or against any resolution. The record shall be signed and verified by
the affidavits of the permanent chairman and secretary of the meeting, and one
of the duplicates shall be delivered to the Company and the other to the Trustee
to be preserved by the Trustee.

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<PAGE>

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

                                   ARTICLE X.

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

      Section 10.1. Company may consolidate, etc., only on certain terms

      The Company shall not consolidate with or merge with or into (whether or
not the Company is the surviving corporation) or sell, assign, convey, transfer
or lease its properties and assets substantially as an entirety to any Person,
unless:

            (1) the Corporation formed by such consolidation or into which the
      Company is merged or the Person which acquires by conveyance or transfer,
      or which leases, the properties and assets of the Company substantially as
      an entirety (the "successor corporation") shall be a Corporation organized
      and existing under the laws of the United States or any State or territory
      thereof or the District of Columbia and shall expressly assume, by an
      indenture supplemental hereto, executed and delivered to the Trustee, in
      form satisfactory to the Trustee, the due and punctual payment of the
      principal of (and premium, if any) and interest on all the Debt Securities
      and Coupons, if any, and the performance of every covenant of this
      Indenture on the part of the Company to be performed or observed,
      including providing for conversion or exchange rights in accordance with
      the terms of the Debt Securities;

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

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

            (4) such other conditions as may be specified under Section 3.1 with
      respect to any series of Debt Securities have been complied with.

      Section 10.2. Successor Corporation substituted.

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

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<PAGE>

                                  ARTICLE XI.

                            SUPPLEMENTAL INDENTURES

      Section 11.1. Supplemental indentures without consent of Holders.

      Without the consent of any Holders, the Company, when authorized by a
Board Resolution, and the Trustee for the Debt Securities of any series, 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 Corporation to the rights
      of the Company and the assumption by such successor of the covenants,
      agreements and obligations of the Company contained herein and in the Debt
      Securities and Coupons, if any; or

            (2) to add to the covenants of the Company, for the benefit of the
      Holders of all or any series of Debt Securities and the Coupons, if any,
      appertaining thereto (and if such covenants are to be for the benefit of
      less than all series, 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 (and if such Events of
      Default are to be applicable to less than all series, stating that such
      Events of Default are expressly being included solely to be applicable to
      such series); or

            (4) to add or change any of the provisions of this Indenture to such
      extent as shall be necessary to permit or facilitate the issuance of Debt
      Securities of any series in bearer form, registrable or not registrable,
      and with or without Coupons, to permit Bearer Securities to be issued in
      exchange for Registered Securities, to permit Bearer Securities to be
      issued in exchange for Bearer Securities of other authorized denominations
      or to permit the issuance of Debt Securities of any series in
      uncertificated form, provided that any such action shall not adversely
      affect the interests of the Holders of Debt Securities of any series or
      any related Coupons in any material respect; or

            (5) 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 Outstanding Debt Security or Coupon of any series created
      prior to the execution of such supplemental indenture which is entitled to
      the benefit of such provision and as to which such supplemental indenture
      would apply; or

            (6) to secure the Debt Securities or to provide that any of the
      Company's obligations under any series of the Debt Securities shall be
      guaranteed and the terms and conditions for the release or substitution of
      such security or guarantee; or

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<PAGE>

            (7) to supplement any of the provisions of this Indenture to such
      extent as shall be necessary to permit or facilitate the defeasance and
      discharge of any series of Securities pursuant to Article IV or XV,
      provided that any such action shall not adversely affect the interests of
      the Holders of Debt Securities of such series or any other series of Debt
      Securities or any related Coupons in any material respect; or

            (8) to establish the form or terms of Debt Securities and Coupons,
      if any, of any series as permitted by Sections 2.1 and 3.1, including
      providing for conversion or other rights as contemplated by Section 3.1;
      or

            (9) to evidence and provide for the acceptance of appointment
      hereunder by a successor Trustee with respect to one or more series of
      Debt Securities and to add to or change any of the provisions of this
      Indenture as shall be necessary to provide for or facilitate the
      administration of the trusts hereunder by more than one Trustee, pursuant
      to the requirements of Sections 6.10 or 6.11; or

            (10) to modify the provisions of Article XVIII (except with respect
      to any Outstanding Debt Securities, to the extent prohibited by clause (5)
      of Section 11.2;

            (11) to cure any ambiguity, or to correct or supplement any
      provision herein or in any supplemental indenture that may be defective or
      inconsistent with any other provision herein, to eliminate any conflict
      between the terms hereof and the Trust Indenture Act or to make any other
      provisions with respect to matters or questions arising under this
      Indenture which shall not be inconsistent with any provision of this
      Indenture; provided such other provisions shall not adversely affect the
      interests of the Holders of Outstanding Debt Securities or Coupons, if
      any, of any series created prior to the execution of such supplemental
      indenture in any material respect; or

            (12) to change conversion rights in accordance with Section 16.4.

      Section 11.2. Supplemental indentures with consent of Holders.

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

            (1) conflict with the required provisions of the Trust Indenture
      Act;

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            (2) except as specifically provided with respect to any series of
      Debt Securities pursuant to Section 3.1, (a) change the Stated Maturity of
      the principal of, or installment of interest, if any, on, any Debt
      Security, or (b) reduce the principal amount thereof or the interest
      thereon or any premium payable upon redemption thereof (provided that a
      requirement to offer to repurchase Debt Securities shall not be deemed a
      redemption for this purpose), or (c) change the Stated Maturity of or
      reduce the amount of any payment to be made with respect to any Coupon, or
      (d) change the Currency or Currencies in which the principal of (and
      premium, if any) or interest on such Debt Security is denominated or
      payable except as contemplated by Section 3.10, or (e) reduce the amount
      of the principal of a Discount Security that would be due and payable upon
      a declaration of acceleration of the Maturity thereof pursuant to Section
      5.2, or (f) reduce the amount of, or postpone the date fixed for, any
      payment under any sinking fund or analogous provisions for any Debt
      Security, or (g) impair the right to institute suit for the enforcement of
      any payment on or after the Stated Maturity thereof (or, in the case of
      redemption, on or after the Redemption Date), or (h) limit the obligation
      of the Company to maintain a paying agency outside the United States for
      payment on Bearer Securities as provided in Section 12.3, or (i) adversely
      affect the right to convert any Debt Security into shares of Common Stock
      of the Company as may be provided pursuant to Section 3.1;

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

            (4) modify any of the provisions of this Section 11.2, Section 5.13
      or Section 12.7, 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 Debt Security of
      each series affected thereby; provided, however, that this clause shall
      not be deemed to require the consent of any Holder with respect to changes
      in the references to "the Trustee" and concomitant changes in this Section
      11.2 and Section 12.7, or the deletion of this proviso, in accordance with
      the requirements of Sections 6.10, 6.11 and 11.1(9); or

            (5) modify the provisions of this Indenture with respect to the
      subordination of the Outstanding Debt Securities of any series in a manner
      adverse to the Holders thereof.

      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 with respect to one or more particular series of
Debt Securities and Coupons, if

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any, or which modifies the rights of the Holders of Debt Securities and Coupons
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 Debt securities
and Coupons, if any, of any other series.

      Section 11.3. Execution of supplemental indentures.

      In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article XI or the modifications thereby
of the trusts created by this Indenture, the Trustee shall receive, and (subject
to Section 6.1) shall be fully protected in conclusively relying upon, an
Officers' Certificate and an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture and
that the supplemental indenture conforms to the requirements of the Trust
Indenture Act as then in effect. The Trustee may, but shall not be obligated to,
enter into any such supplemental indenture which adversely affects the Trustee's
own rights, duties or immunities under this Indenture or otherwise in a material
way.

      Section 11.4. Effect of supplemental indentures.

      Upon the execution of any supplemental indenture under this Article XI ,
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 Debt Securities and Coupons theretofore or thereafter authenticated and
delivered hereunder shall be bound thereby.

      Section 11.5. Conformity with Trust Indenture Act.

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

      Section 11.6. Reference in Debt Securities to supplemental indentures.

      Debt Securities and Coupons, if any, of any series authenticated and
delivered after the execution of any supplemental indenture pursuant to this
Article XI 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 Debt Securities and Coupons of
any series so modified as to conform, in the opinion of the Trustee and the
Board of Directors, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Debt Securities and Coupons of such series.

      Section 11.7. Notice of supplemental indenture.

      Promptly after the execution by the Company and the appropriate Trustee of
any supplemental indenture pursuant to Section 11.2, the Company shall transmit,
in the manner and to the extent provided in Section 1.5, to all Holders of any
series of the Debt Securities affected thereby, a notice setting forth in
general terms the substance of such supplemental indenture; provided that
failure to transmit any such notice or any defect therein shall not affect the
validity of such supplemental indenture.

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                                  ARTICLE XII.

                                   COVENANTS

      Section 12.1. Payment of principal, premium and interest.

      The Company covenants and agrees for the benefit of each series of Debt
Securities and Coupons, if any, that it will duly and punctually pay the
principal of (and premium, if any) and interest on the Debt Securities in
accordance with the terms of the Debt Securities, the Coupons and this
Indenture. Unless otherwise specified as contemplated by Section 3.1 with
respect to any series of Debt Securities or except as otherwise provided in
Section 3.6, any interest due on Bearer Securities on or before Maturity shall
be payable only upon presentation and surrender of the several Coupons for such
interest installments as are evidenced thereby as they severally mature. If so
provided in the terms of any series of Debt Securities established as provided
in Section 3.1, the interest, if any, due in respect of any temporary Global
Note or Permanent Global Note, together with any additional amounts payable in
respect thereof, as provided in the terms and conditions of such Debt Security,
shall be payable only upon presentation of such Debt Security to the Trustee for
notation thereon of the payment of such interest.

      Section 12.2. Officer's certificate as to default.

      Unless otherwise specifically provided for with respect to any series of
Debt Securities under Section 3.1, the Company will deliver to the Trustee, on
or before a date not more than four months after the end of each fiscal year of
the Company (which on the date hereof is the year ending March 31) ending after
the date hereof, a certificate of the principal executive officer, principal
financial officer or principal accounting officer of the Company stating whether
or not to the best knowledge of the signer thereof the Company is in compliance
with all covenants and conditions under this Indenture, and, if the Company
shall be in default, specifying all such defaults and the nature thereof of
which such signer may have knowledge. For purposes of this Section, such
compliance shall be determined without regard to any period of grace or
requirement of notice provided under this Indenture.

      Section 12.3. Maintenance of office or agency.

      If Debt Securities of a series are issuable only as Registered Securities,
the Company will maintain in each Place of Payment for such series an office or
agency where Debt Securities of that series may be presented or surrendered for
payment, where Debt Securities of that series may be surrendered for
registration of transfer or exchange, where Debt Securities of that series that
are convertible may be surrendered for conversion, if applicable, and where
notices and demands to or upon the Company in respect of the Debt Securities of
that series and this Indenture may be served. If Debt Securities of a series are
issuable as Bearer Securities, the Company will maintain (A) in the Borough of
Manhattan, The City and State of New York, an office or agency where any
Registered Securities of that series may be presented or surrendered for
payment, where any Registered Securities of that series may be surrendered for
registration of transfer, where Debt Securities of that series may be
surrendered for exchange or where Registered Securities of such series may be
surrendered for redemption, where notices and demands to or upon the Company in
respect of the Debt Securities of that series and this

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<PAGE>

Indenture may be served and where Bearer Securities of that series and related
Coupons may be presented or surrendered for payment in the circumstances
described in the following paragraph (and not otherwise), (B) subject to any
laws or regulations applicable thereto, in a Place of Payment for that series
which is located outside the United States, an office or agency where Debt
Securities of that series and related Coupons may be presented and surrendered
for payment (including payment of any additional amounts payable on Debt
Securities of that series, if so provided pursuant to Section 3.1); provided,
however, that if the Debt Securities of that series are listed on The Stock
Exchange of the United Kingdom and the Republic of Ireland, the Luxembourg Stock
Exchange or any other stock exchange located outside the United States and such
stock exchange shall so require, the Company will maintain a Paying Agent for
the Debt Securities of that series in London, Luxembourg or any other required
city located outside the United States, as the case may be, so long as the Debt
Securities of that series are listed on such exchange, and (C) subject to any
laws or regulations applicable thereto, in a Place of Payment for that series
located outside the United States an office or agency where any Registered
Securities of that series may be surrendered for registration of transfer, where
Debt Securities of that series may be surrendered for exchange or redemption and
where notices and demands to or upon the Company in respect of the Debt
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 such office or agency.

      No payment of principal, premium or interest on Bearer Securities shall be
made at any office or agency of the Company in the United States or by check
mailed to any address in the United States or by transfer to an account
maintained with a bank located in the United States; provided, however, that, if
the Debt Securities of a series are denominated and payable in Dollars, payment
of principal of and any premium and interest on any Bearer Security (including
any additional amounts payable on Securities of such series, if so provided
pursuant to Section 3.1) shall be made at the office of the Company's Paying
Agent in the Borough of Manhattan, The City and State of New York, if (but only
if) payment in Dollars of the full amount of such principal, premium, interest
or additional amounts, as the case may be, at all offices or agencies outside
the United States maintained for the purpose by the Company in accordance with
this Indenture is illegal or effectively precluded by exchange controls or other
similar restrictions.

      The Company may also from time to time designate different or additional
offices or agencies to be maintained for such purposes (in or outside of such
Place of Payment), and may from time to time rescind any such designations;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligations described in the preceding paragraphs.
The Company will give prompt written notice to the Trustee of any such
additional designation or rescission of designation and any change in the
location of any such different or additional office or agency.

      Section 12.4. Money for Debt 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 Debt Securities and Coupons, if any, it will, on or before each
due date of the principal of (and premium, if any) or interest on any of the
Debt Securities of such series, segregate and hold in trust for the benefit of
the Persons entitled thereto a sum sufficient to pay the principal (and premium,
if any) or interest so becoming due until such sums shall be paid to such
Persons or

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<PAGE>

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 with respect to
any series of Debt Securities and Coupons, it will, by 10:00 a.m. (New York City
time) or on each due date of the principal (and premium, if any) or interest on
any Debt Securities of such series, deposit with any such Paying Agent a sum
sufficient to pay the principal (and premium, if any) or interest so becoming
due, such sum to be held in trust for the benefit of the Persons entitled
thereto, and (unless any such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of its action or failure so to act.

      Notwithstanding any term herein to the contrary, in no instance shall the
Trustee be under any duty or obligation (i) to maintain any office or to act in
any capacity as an agent for any purpose under this Indenture (or any supplement
hereto) outside the United States, or (ii) to act as a Paying Agent in respect
of any currency other than Dollars.

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

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

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

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

      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
money.

      Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of (and premium, if any)
or interest on any Debt Security of any series and remaining unclaimed for two
years after such principal (and premium, if any) or interest 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

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Holder of such Debt Security or Coupon shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; provided, however,
that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be transmitted in the
manner and to the extent provided by Section 1.5, notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less than
30 days from the date of such notification, any unclaimed balance of such money
then remaining will be repaid to the Company.

      Section 12.5. Waiver of certain covenants.

      The Company may omit in any particular instance to comply with any term,
provision or condition set forth in this Article XII (and, if so specified
pursuant to Section 3.1, any other covenant not set forth herein and specified
pursuant to Section 3.1 to be applicable to the Debt Securities of any series,
and to be subject to this Section 12.5 with respect to the Debt Securities of
such series, except as otherwise provided pursuant to Section 3.1) with respect
to the Debt Securities of such series if before the time for such compliance the
Holders of at least a majority in principal amount of the Outstanding Debt
Securities of such series shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such term,
provision or condition, but no such waiver shall extend to or affect such term,
provision or condition except to the extent expressly so waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such term, provision or condition shall remain in
full force and effect.

      Section 12.6 Calculation of Original Issue Discount.

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

                                 ARTICLE XIII.

                         REDEMPTION OF DEBT SECURITIES

      Section 13.1. Applicability of Article.

      Debt Securities of any series which are redeemable before their Maturity
shall be redeemable in accordance with their terms and (except as otherwise
specified pursuant to Section 3.1 for Debt Securities of any series) in
accordance with this Article XIII.

      Section 13.2. Election to redeem; notice to Trustee.

      The election of the Company to redeem (or, in the case of Discount
Securities, to permit the Holders to elect to surrender for redemption) any Debt
Securities shall be evidenced by a Board Resolution. In case of any redemption
at the election of the Company of the Debt

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<PAGE>

Securities of any series pursuant to Section 13.3, the Company shall, at least
45 days before 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 Debt Securities of such series to be
redeemed. In the case of any redemption of Debt Securities (a) prior to the
expiration of any restriction on such redemption specified in the terms of such
Debt Securities or elsewhere in this Indenture, or (b) pursuant to an election
of the Company which is subject to a condition specified in the terms of such
Debt Securities or elsewhere in this Indenture the Company shall furnish the
Trustee with an Officers' Certificate evidencing compliance with such
restrictions or condition.

      Section 13.3. Selection by Trustee of Debt Securities to be redeemed.

      Except in the case of a redemption in whole of the Bearer Securities or
the Registered Securities of such series, if less than all the Debt Securities
of any series are to be redeemed at the election of the Company, the particular
Debt Securities to be redeemed shall be selected not more than 60 days prior to
the Redemption Date by the Trustee, from the Outstanding Debt Securities of such
series not previously called for redemption, by such method as the Trustee shall
deem fair and appropriate and which may provide for the selection for redemption
of portions (equal to the minimum authorized denomination for Debt Securities of
such series or any integral multiple thereof) of the principal amount of Debt
Securities of such series in a denomination larger than the minimum authorized
denomination for Debt Securities of such series pursuant to Section 3.2 in the
Currency in which the Debt Securities of such series are denominated. The
portions of the principal amount of Debt Securities so selected for partial
redemption shall be equal to the minimum authorized denominations for Debt
Securities of such series pursuant to Section 3.2 in the Currency in which the
Debt Securities of such series are denominated or any integral multiple thereof,
except as otherwise set forth in the applicable form of Debt Securities. In any
case when more than one Registered Security of such series is registered in the
same name, the Trustee in its discretion may treat the aggregate principal
amount so registered as if it were represented by one Registered Security of
such series.

      The Trustee shall promptly notify the Company in writing of the Debt
Securities selected for redemption and, in the case of any Debt 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 Debt Securities shall relate, in
the case of any Debt Security redeemed or to be redeemed only in part, to the
portion of the principal amount of such Debt Security which has been or is to be
redeemed.

      If any Debt Security selected for partial redemption is converted in part
before the Redemption Date, the converted portion of such Debt Security shall be
deemed, to the fullest extent practicable, to be the portion selected for
redemption. Debt Securities which have been converted during a selection of Debt
Securities to be redeemed, may be treated by the Trustee as Outstanding for the
purpose of such selection.

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      Section 13.4. Notice of redemption.

      Notice of redemption 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, not less
than 30 days and not more than 60 days prior to the Redemption Date to the
Holders of Debt Securities of any series to be redeemed in whole or in part
pursuant to this Article XIII, in the manner provided in Section 1.5. Any notice
so given shall be conclusively presumed to have been duly given, whether or not
the Holder receives such notice. Failure to give such notice, or any defect in
such notice to the Holder of any Debt Security of a series designated for
redemption, in whole or in part, shall not affect the sufficiency of any notice
of redemption with respect to the Holder of any other Debt Security of such
series.

      All notices of redemption shall state:

            (1) the Redemption Date;

            (2) the Redemption Price, or if not then ascertainable, the manner
      of calculation thereof;

            (3) that Debt Securities of such series are being redeemed by the
      Company pursuant to provisions contained in this Indenture or the terms of
      the Debt Securities of such series or a supplemental indenture
      establishing such series, if such be the case, together with a brief
      statement of the facts permitting such redemption;

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

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

            (6) that, unless otherwise specified in such notice, Coupon
      Securities of any series, if any, surrendered for redemption must be
      accompanied by all Coupons maturing subsequent to the date fixed for
      redemption, failing which the amount of any such missing Coupon or Coupons
      will be deducted from the Redemption Price;

            (7) the Place or Places of Payment where such Debt Securities are to
      be surrendered for payment of the Redemption Price;

            (8) if Bearer Securities of any series are to be redeemed and any
      Registered Securities of such series are not to be redeemed, and if such
      Bearer Securities may be exchanged for Registered Securities not subject
      to redemption on this Redemption Date pursuant to Section 3.5(b) or
      otherwise, the last date on which such exchanges may be made;

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<PAGE>

            (9) the CUSIP number, if any, and that no representation is made as
      to the accuracy or correctness of the CUSIP number, if any, listed in such
      notice or printed on the Debt Securities; and

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

      Section 13.5. Deposit of redemption price.

      On or prior to 10:00 a.m. (New York City time) on the Redemption Date for
any Debt Securities, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 12.4) an amount of money in the Currency or
Currencies in which such Debt Securities are denominated (except as provided
pursuant to Section 3.1) sufficient to pay the Redemption Price of such Debt
Securities or any portions thereof which are to be redeemed on that date.

      Section 13.6. Debt Securities payable on Redemption Date.

      Notice of redemption having been given as aforesaid, any Debt Securities
so to be redeemed shall become due and payable on the Redemption Date, at the
Redemption Price in the Currency in which the Debt Securities of such series are
payable (except as otherwise specified pursuant to Section 3.1 or 3.10), and on
and after such date (unless the Company shall default in the payment of the
Redemption Price) such Debt Securities shall cease to bear interest. Upon
surrender of any such Debt Security for redemption in accordance with said
notice, such Debt Security shall be paid by the Company at the Redemption Price;
provided, however, that installments of interest on Bearer Securities whose
Stated Maturity is on or prior to the Redemption Date shall be payable only at
an office or agency located outside the United States (except as otherwise
provided in Section 12.3) and, unless otherwise specified as contemplated by
Section 3.1, only upon presentation and surrender of Coupons for such interest;
and provided, further, that, unless otherwise specified as contemplated by
Section 3.1, installments of interest on Registered Securities which have a
Stated Maturity on or prior to the Redemption Date for such Debt Securities
shall be payable according to the terms of such Debt Securities and the
provisions of Section 3.7.

      If any Debt 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 prescribed
therefor in the Debt Security.

      If any Coupon Security surrendered for redemption shall not be accompanied
by all Coupons appertaining thereto maturing on or after the Redemption Date,
the Redemption Price for such Coupon Security may be reduced by an amount equal
to the face amount of all such missing Coupons. If thereafter the Holder of such
Coupon shall surrender to any Paying Agent outside the United States any such
missing Coupon in respect of which a deduction shall have been made from the
Redemption Price, such Holder shall be entitled to receive the amount so
deducted. The surrender of such missing Coupon or Coupons may be waived by the
Company and the Trustee, if there be furnished to them such security or
indemnity as they may require to save each of them and any Paying Agent
harmless.

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<PAGE>

      Section 13.7. Debt Securities redeemed in part.

      Any Debt Security which is to be redeemed only in part shall be
surrendered at the Corporate Trust Office or such other office or agency of the
Company as is specified pursuant to Section 3.1 (in the case of Registered
Securities) and at an office of the Trustee, or at such other office or agency
of the Company outside the United States as is specified pursuant to Section 3.1
(in the case of Bearer Securities) with, if the Company, the Security Registrar
or the Trustee so requires, due endorsement by, or a written instrument of
transfer in form satisfactory to the Company, the Security Registrar and the
Trustee duly executed by, the Holder thereof or his attorney duly authorized in
writing, and the Company shall execute, and the Trustee shall authenticate and
deliver to the Holder of such Debt Security without service charge, a new Debt
Security or Debt Securities of the same series, of like tenor and form, 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 Debt Security so surrendered, and, in the case of a Coupon Security, with
appropriate Coupons attached. In the case of a Debt Security providing
appropriate space for such notation, at the option of the Holder thereof, the
Trustee, in lieu of delivering a new Debt Security or Debt Securities as
aforesaid, may make a notation on such Debt Security of the payment of the
redeemed portion thereof.

      Section 13.8. Conversion Arrangement in Call for Redemption.

In connection with any redemption of Debt Securities of any series, the Company
may arrange for the purchase and conversion of any such Debt Securities by an
agreement with one or more investment bankers or other purchasers to purchase
such Debt Securities by paying to the Trustee or the Paying Agent in trust for
the Holders of such Debt Securities, on or before 10:00 a.m. New York time on
the Redemption Date, an amount not less than the Redemption Price, together with
interest, if any, accrued to the redemption date of such Debt Securities, in
immediately available funds. Notwithstanding anything to the contrary contained
in this Article XIII, the obligation of the Company to pay the Redemption Price
of such Debt Securities, including all accrued interest, if any, shall be deemed
to be satisfied and discharged to the extent such amount is so paid by such
purchasers. If such an agreement is entered into, any Debt Securities not duly
surrendered for conversion by the Holders thereof, at the option of the Company,
may be deemed, to the fullest extent permitted by law, acquired by such
purchasers from such Holders and surrendered by such purchasers for conversion,
all as of immediately prior to the close of business on the last Business Day on
which such Debt Securities called for redemption may be converted in accordance
with this Indenture and the terms of such Debt Securities, subject to payment to
the Trustee or Paying Agent of the above-described amount. The Trustee or the
Paying Agent shall hold and pay to the Holders whose Debt Securities are
selected for redemption any such amount paid to it in the same manner as it
would pay funds deposited with it by the Company for the redemption of Debt
Securities of such series. Without the Trustee's and the Paying Agent's prior
written consent, no arrangement between the Company and such purchasers for the
purchase and conversion of any Securities shall increase or otherwise affect any
of the powers, duties, responsibilities or obligations of the Trustee and the
Paying Agent as set forth in this Indenture.

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                                  ARTICLE XIV.

                                 SINKING FUNDS

      Section 14.1. Applicability of Article.

      The provisions of this Article XIV shall be applicable to any sinking fund
for the retirement of Debt Securities of a series except as otherwise specified
pursuant to Section 3.1 for Debt Securities of such series.

      The minimum amount of any sinking fund payment provided for by the terms
of Debt 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 Debt Securities of any series is herein referred to as an "optional
sinking fund payment." If provided for by the terms of Debt Securities of any
series, the amount of any cash sinking fund payment may be subject to reduction
as provided in Section 14.2. Each sinking fund payment shall be applied to the
redemption of Debt Securities of any series as provided for by the terms of Debt
Securities of such series.

      Section 14.2. Satisfaction of mandatory sinking fund payments with Debt
Securities.

      In lieu of making all or any part of a mandatory sinking fund payment with
respect to any Debt Securities of a series in cash, the Company may at its
option, at any time no more than sixteen months and no less than 45 days prior
to the date on which such sinking fund payment is due, deliver to the Trustee
Debt Securities of such series (together with the unmatured Coupons, if any,
appertaining thereto) theretofore purchased or otherwise acquired by the
Company, except Debt Securities of such series which have been redeemed through
the application of mandatory sinking fund payments pursuant to the terms of the
Debt Securities of such series, accompanied by a Company Order instructing the
Trustee to credit such obligations and stating that the Debt Securities of such
series were originally issued by the Company by way of bona fide sale or other
negotiation for value, provided that such Debt Securities shall not have been
previously so credited. Such Debt Securities shall be received and credited for
such purpose by the Trustee at the Redemption Price specified in such Debt
Securities for redemption through operation of the sinking fund and the amount
of such mandatory sinking fund payment shall be reduced accordingly.

      Section 14.3. Redemption of Debt Securities for sinking fund.

      Not less than 60 days prior to each sinking fund payment date for any
series of Debt Securities (unless a shorter period shall be satisfactory to the
Trustee), the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash in the Currency or Currencies in which the Debt
Securities of such series are denominated (except as provided pursuant to
Section 3.1) and the portion thereof, if any, which is to be satisfied by
delivering and crediting Debt Securities of such series pursuant to Section 14.2
and whether the Company intends to exercise its rights to make a permitted
optional sinking fund payment with respect to such series. Such certificate
shall be irrevocable

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and upon its delivery the Company shall be obligated to make the cash payment or
payments therein referred to, if any, on or before the next succeeding sinking
fund payment date. In the case of the failure of the Company to deliver such
certificate, the sinking fund payment due on the next succeeding sinking fund
payment date for such series shall be paid entirely in cash and shall be
sufficient to redeem the principal amount of the Debt Securities of such series
subject to a mandatory sinking fund payment without the right to deliver or
credit Debt Securities as provided in Section 14.2 and without the right to make
any optional sinking fund payment with respect to such series at such time.

      Any sinking fund payment or payments (mandatory or optional) made in cash
plus any unused balance of any preceding sinking fund payments made with respect
to the Debt Securities of any particular series shall be applied by the Trustee
(to the extent it is acting as a Paying Agent with respect to Dollars) or other
Paying Agent appointed by the Company (or by the Company if the Company is
acting as its own Paying Agent) on the sinking fund payment date on which such
payment is made (or, if such payment is made before a sinking fund payment date,
on the sinking fund payment date immediately following the date of such payment)
to the redemption of Debt Securities of such series at the Redemption Price
specified in such Debt Securities with respect to the sinking fund. Any sinking
fund moneys not so applied or allocated by the Trustee (to the extent it is
acting as a Paying Agent with respect to Dollars) or other Paying Agent
appointed by the Company (or by the Company if the Company is acting as its own
Paying Agent) to the redemption of Debt Securities shall be added to the next
sinking fund payment received by the Trustee (to the extent it is acting as a
Paying Agent with respect to Dollars) or other Paying Agent appointed by the
Company (or if the Company is acting as its own Paying Agent, segregated and
held in trust as provided in Section 12.4) for such series and, together with
such payment (or such amount so segregated) shall be applied in accordance with
the provisions of this Section. Any and all sinking fund moneys with respect to
the Debt Securities of any particular series held by the Trustee (to the extent
it is acting as a Paying Agent with respect to Dollars) or other Paying Agent
appointed by the Company (or if the Company is acting as its own Paying Agent,
segregated and held in trust as provided in Section 12.4) on the last sinking
fund payment date with respect to Debt Securities of such series and not held
for the payment or redemption of particular Debt Securities of such series shall
be applied by the Trustee (to the extent it is acting as a Paying Agent with
respect to Dollars) or other Paying Agent appointed by the Company (or by the
Company if the Company is acting as its own Paying Agent), together with other
moneys, if necessary, to be deposited (or segregated) sufficient for the
purpose, to the payment of the principal of the Debt Securities of such series
at Maturity.

      The Trustee shall select or cause to be selected the Debt Securities to be
redeemed upon such sinking fund payment date in the manner specified in Section
13.3 and the Company shall cause notice of the redemption thereof to be given in
the manner provided in Section 13.4. Such notice having been duly given, the
redemption of such Debt Securities shall be made upon the terms and in the
manner stated in Section 13.6.

      On or before 10:00 a.m. (New York City time) on each sinking fund payment
date, the Company shall pay to the Trustee (to the extent it is acting as a
Paying Agent with respect to Dollars) or other Paying Agent appointed by the
Company (or, if the Company is acting as its own Paying Agent, the Company shall
segregate and hold in trust as provided in Section 12.4) in

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cash a sum, in the Currency or Currencies in which Debt Securities of such
series are denominated (except as provided pursuant to Sections 3.1 or 3.10),
equal to the principal and any interest accrued to the Redemption Date for Debt
Securities or portions thereof to be redeemed on such sinking fund payment date
pursuant to this Section.

      Neither the Trustee, any Paying Agent nor the Company shall redeem any
Debt Securities of a series with sinking fund moneys or mail any notice of
redemption of Debt Securities of such series by operation of the sinking fund
for such series during the continuance of a default in payment of interest, if
any, on any Debt Securities of such series or of any Event of Default (other
than an Event of Default occurring as a consequence of this paragraph) with
respect to the Debt Securities of such series, except that if the notice of
redemption shall have been provided in accordance with the provisions hereof,
the Trustee or applicable Paying Agent (or the Company, if the Company is then
acting as its own Paying Agent) shall redeem such Debt Securities if cash
sufficient for that purpose shall be deposited with the Trustee or such other
Paying Agent as provided above (or segregated by the Company) for that purpose
in accordance with the terms of this Article XIV. Except as aforesaid, any
moneys in the sinking fund for such series at the time when any such default or
Event of Default shall occur and any moneys thereafter paid into such sinking
fund shall, during the continuance of such default or Event of Default, be held
as security for the payment of the Debt Securities and Coupons, if any, of such
series; provided, however, that in case such default or Event of Default shall
have been cured or waived as provided herein, such moneys shall thereafter be
applied on or prior to the next sinking fund payment date for the Debt
Securities of such series on which such moneys may be applied pursuant to the
provisions of this Section.

                                  ARTICLE XV.

                                   DEFEASANCE

      Section 15.1. Applicability of Article.

      Except as otherwise provided pursuant to Section 3.1, if the Debt
Securities of a series are Registered Securities and denominated and payable
only in Dollars (except as provided pursuant to Section 3.1 and subject to the
proviso in the last sentence of this paragraph) then the provisions of this
Article XV shall be applicable. Defeasance provisions, if any, for Debt
Securities denominated and/or payable in a Foreign Currency or Currencies or for
Bearer Securities may be specified pursuant to Section 3.1; provided, however,
that nothing herein or therein shall obligate the Trustee (without its consent,
at its sole option) to hold or maintain any account, or act as Paying Agent with
respect to, any Foreign Currency or Currencies.

      Section 15.2. Defeasance upon deposit of moneys or U.S. Government
Obligations.

      At the Company's option, either (a) the Company shall be deemed to have
been Discharged (as defined below) from its obligations with respect to Debt
Securities of any series ("legal defeasance option") or (b) the Company shall
cease to be under any obligation to comply with any term, provision or condition
set forth in Article X and Article XII with respect to Debt Securities of any
series (and, if so specified pursuant to Section 3.1, any other obligation of
the Company or restrictive covenant added for the benefit of such series
pursuant to Section 3.1),

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and any noncompliance with such terms, provisions or covenants shall not
constitute a default or Event of Default with respect to the Debt Securities of
that series ("covenant defeasance option") at any time after the applicable
conditions set forth below have been satisfied:

            (1) the Company shall have deposited or caused to be deposited
      irrevocably with the Trustee as trust funds in trust, specifically pledged
      as security for, and dedicated solely to, the benefit of the Holders of
      the Debt Securities of such series (i) cash in United States Dollars in an
      amount, or (ii) U.S. Government Obligations (as defined below) which
      through the payment of interest and principal in respect thereof in
      accordance with their terms will provide, not later than one day before
      the due date of any payment, money in an amount, or (iii) a combination of
      (i) and (ii), sufficient, in the opinion (with respect to (i) and (ii)) of
      a nationally recognized firm of independent public accountants selected by
      the Company expressed in a written certification thereof delivered to the
      Trustee, to pay and discharge each installment of principal (including any
      mandatory sinking fund payments) of and premium, if any, and interest on,
      the Outstanding Debt Securities of such series on the dates such
      installments of interest or principal and premium are due;

            (2) such deposit shall not cause the Trustee with respect to the
      Debt Securities of that series to have a conflicting interest as defined
      in Section 6.8 and for purposes of the Trust Indenture Act with respect to
      the Debt Securities of any series;

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

            (4) if the Debt Securities of such series are then listed on any
      national securities exchange, the Company shall have delivered to the
      Trustee an Opinion of Counsel or a letter or other document from such
      exchange to the effect that the Company's exercise of its option under
      this Section would not cause such Debt Securities to be delisted;

            (5) no Event of Default or event (including such deposit) which,
      with notice or lapse of time or both, would become an Event of Default
      with respect to the Debt Securities of such series shall have occurred and
      be continuing on the date of such deposit and, with respect to the legal
      defeasance option only, no Event of Default under Section 5.1(5) or
      Section 5.1(6) or event which with the giving of notice or lapse of time,
      or both, would become an Event of Default under Section 5.1(5) or Section
      5.1(6) shall have occurred and be continuing on the 91st day after such
      date;

            (6) if the Debt Securities are to be redeemed prior to Stated
      Maturity (other than from mandatory sinking fund payments or analogous
      payments), notice of such redemption shall have been daily given pursuant
      to this Indenture or provision therefor satisfactory to the Trustee shall
      have been made;

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<PAGE>

            (7) the Company shall have delivered to the Trustee an Opinion of
      Counsel or a ruling from the Internal Revenue Service to the effect that
      the Holders of the Debt Securities of such series will not recognize
      income, gain or loss for Federal income tax purposes as a result of such
      deposit, defeasance or Discharge; and

            (8) no event or condition shall exist that, pursuant to the
      provisions of Article XVII, would prevent the Company from making payments
      of the principal of (and premium, if any) or interest on the Debt
      Securities of such series and Coupons appertaining thereto on the date of
      such deposit.

Notwithstanding the foregoing, if the Company exercises its covenant defeasance
option and an Event of Default under Section 5.1(5) or Section 5.1(6) or an
event which with the giving of notice or lapse of time, or both, would become an
Event of Default under Section 5.1(5) or Section 5.1(6) shall have occurred and
be continuing on the 91st day after the date of such deposit, the obligations of
the Company referred to under the definition of covenant defeasance option with
respect to such Debt Securities shall be reinstated.

Notwithstanding the Company's exercise of the covenant defeasance option, the
Company may subsequently exercise the legal defeasance option.

      "Discharged" means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by, and obligations under, the
Debt Securities of such series and to have satisfied all the obligations under
this Indenture relating to the Debt Securities of such series (and the Trustee
for such series of Debt Securities, at the expense of the Company, shall execute
proper instruments acknowledging the same), except (A) the rights of Holders of
Debt Securities of such series to receive, from the trust fund described in
clause (1) above, payment of the principal of (and premium, if any) and interest
on such Debt Securities when such payments are due, (B) the Company's
obligations with respect to the Debt Securities of such series under Sections
3.4, 3.5, 3.6, 12.3 and 15.3 and (C) the rights, powers, trusts, duties and
immunities of the Trustee hereunder.

      "U.S. Government Obligations" means securities that are (i) direct
obligations of the United States 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 the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the
United States, which, in either case under clauses (i) or (ii), 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 U.S. Government Obligation or a specific payment of interest on or
principal of any such U.S. 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 U.S. Government Obligation or the specific payment
of interest on or principal of the U.S. Government Obligation evidenced by such
depository receipt.

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<PAGE>

      Section 15.3. Deposited moneys and U.S. Government Obligations to be held
in trust.

      All moneys and U.S. Government Obligations deposited with the Trustee
pursuant to Section 15.2 in respect of Debt Securities of a series shall be held
in trust and applied by it, in accordance with the provisions of such Debt
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 Debt Securities, of all sums due
and to become due thereon for principal (and premium, if any) and interest, if
any, but such money need not be segregated from other funds except to the extent
required by law.

      Section 15.4. Repayment to Company.

      The Trustee and any Paying Agent shall promptly pay or return to the
Company upon Company Request any moneys or U.S. Government Obligations held by
them at any time that, in the opinion of a nationally recognized firm of
independent certified public accountants selected by the Company expressed in a
written certification thereof delivered to the Trustee (which may be the same
opinion provided pursuant to Section 15.2(1)) are not required for the payment
of the principal of (and premium, if any) and interest on the Debt Securities of
any series for which money or U.S. Government Obligations have been deposited
pursuant to Section 15.2.

      The provisions of the last paragraph of Section 12.4 shall apply to any
money held by the Trustee or any Paying Agent under this Article XV that remains
unclaimed for two years after the Maturity of any series of Debt Securities for
which money or U.S. Government Obligations have been deposited pursuant to
Section 15.2.

                                  ARTICLE XVI.

                                   CONVERSION

      Section 16.1. Applicability; conversion privilege.

      Except as otherwise specified pursuant to Section 3.1 for Debt Securities
of any series, the provisions of this Article XVI shall be applicable to any
Debt Securities that are convertible into Common Stock. If so provided pursuant
to Section 3.1 with respect to the Debt Securities of any series, the Holder of
a Debt Security of such series shall have the right, at such Holder's option, to
convert, in accordance with the terms of such series of Debt Securities and this
Article XVI, all or any part (in a denomination of, unless otherwise specified
pursuant to Section 3.1 with respect to Securities of such series, $1,000 in
principal amount or any integral multiple thereof) of such Debt Security into
shares of Common Stock or, as to any Debt Securities called for redemption, at
any time prior to the time and date fixed for such redemption (unless the
Company shall default in the payment of the Redemption Price, in which case such
right shall not terminate at such time and date).

      Section 16.2. Conversion procedure; Conversion Price; fractional shares.

      (a) Each Debt Security to which this Article XVI is applicable shall be
convertible at the office of the Conversion Agent, and at such other place or
places, if any, specified pursuant to Section 3.1 with respect to the Debt
Securities of such series, into fully paid and nonassessable

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<PAGE>

shares (calculated to the nearest 1/100th of a share) of Common Stock. The Debt
Securities will be converted into shares of Common Stock at the Conversion Price
therefor. No payment or adjustment shall be made in respect of dividends on the
Common Stock or accrued interest on a converted Debt Security except as
described in Section 16.9. The Company may, but shall not be required, in
connection with any conversion of Debt Securities, to issue a fraction of a
share of Common Stock and, if the Company shall determine not to issue any such
fraction, the Company shall, subject to Section 16.3(4), make a cash payment
(calculated to the nearest cent) equal to such fraction multiplied by the
Closing Price of the Common Stock on the last Trading Day prior to the date of
conversion.

      (b) Before any Holder of a Debt Security shall be entitled to convert the
same into Common Stock, such Holder shall surrender such Debt Security duly
endorsed to the Company or in blank, or, in the case of Bearer Securities,
together with all unmatured Coupons and any matured Coupons in default attached
thereto, at the office of the Conversion Agent or at such other place or places,
if any, specified pursuant to Section 3.1 (in the case of Registered Securities)
and at an office of the Conversion Agent or at such other place or places, if
any, outside of the United States as is specified pursuant to Section 3.1 (in
the case of Bearer Securities), and shall give written notice to the Company at
said office or place that he elects to convert the same and shall state in
writing therein the principal amount of Debt Securities to be converted and the
name or names (with addresses) in which he wishes the certificate or
certificates for Common Stock to be issued; provided, however, that no Debt
Security or portion thereof shall be accepted for conversion unless the
principal amount of such Debt Security or such portion, when added to the
principal amount of all other Debt Securities or portions thereof then being
surrendered by the Holder thereof for conversion, exceeds the then effective
Conversion Price with respect thereto. If the Holder of a Bearer Security is
unable to produce any such unmatured Coupon or Coupons or matured Coupon or
Coupons in default, such conversion may be effected if the Bearer Securities to
be surrendered for conversion are accompanied by payment in funds acceptable to
the Company in an amount equal to the face amount of such missing Coupon or
Coupons, or the surrender of such missing Coupon or Coupons may be waived by the
Company and the Trustee if there is furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent harmless. If
thereafter the Holder of such Bearer Security shall surrender to any Paying
Agent any such missing Coupon in respect of which such a payment shall have been
made, such Holder shall be entitled to receive the amount of such payment;
provided, however that except as otherwise provided in Section 12.3, interest
represented by Coupons shall be payable only upon presentation and surrender of
those Coupons at an office or agency located outside the United States. If more
than one Debt Security shall be surrendered for conversion at one time by the
same Holder, the number of full shares of Common Stock which shall be
deliverable upon conversion shall be computed on the basis of the aggregate
principal amount of the Debt Securities (or specified portions thereof to the
extent permitted thereby) so surrendered. Subject to the next succeeding
sentence, the Company will, as soon as practicable thereafter, issue and deliver
at said office or place to such Holder of a Debt Security, or to his nominee or
nominees, certificates for the number of full shares of Common Stock to which he
shall be entitled as aforesaid, together, subject to the last sentence of
paragraph (a) above, with cash in lieu of any fraction of a share to which he
would otherwise be entitled. The Company shall not be required to deliver
certificates for shares of Common Stock while the stock transfer books for such
stock or the Security Register are duly closed for any purpose, but certificates
for shares of Common

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<PAGE>

Stock shall be issued and delivered as soon as practicable after the opening of
such books or Security Register. A Debt Security shall be deemed to have been
converted as of the close of business on the date of the surrender of such Debt
Security for conversion as provided above, and the Person or Persons entitled to
receive the Common Stock issuable upon such conversion shall be treated for all
purposes as the record Holder or Holders of such Common Stock as of the close of
business on such date. In case any Debt Security shall be surrendered for
partial conversion, the Company shall execute and the Trustee shall authenticate
and deliver to or upon the written order of the Holder of the Debt Securities so
surrendered, without charge to such Holder (subject to the provisions of Section
16.8), a new Debt Security or Securities in authorized denominations in an
aggregate principal amount equal to the unconverted portion of the surrendered
Debt Security.

      Section 16.3. Adjustment of Conversion Price for Common Stock.

      The Conversion Price with respect to any Debt Security which is
convertible into Common Stock shall be adjusted from time to time as follows:

            (1) In case the Company shall, at any time or from time to time
      while any of such Debt Securities are outstanding, (i) pay a dividend in
      shares of its Common Stock to holders of Common Stock, (ii) combine its
      outstanding shares of Common Stock into a smaller number of shares of
      Common Stock, (iii) subdivide its outstanding shares of Common Stock into
      a greater number of shares of Common Stock or (iv) make a distribution in
      shares of Common Stock to holders of Common Stock, then the Conversion
      Price in effect immediately before such action shall be adjusted so that
      the Holders of such Debt Securities, upon conversion thereof into Common
      Stock immediately following such event, shall be entitled to receive the
      kind and amount of shares of capital stock of the Company which they would
      have owned or been entitled to receive upon or by reason of such event if
      such Debt Securities had been converted immediately before the record date
      (or, if no record date, the effective date) for such event. An adjustment
      made pursuant to this Section 16.3(1) shall become effective retroactively
      immediately after the record date in the case of a dividend or
      distribution and shall become effective retroactively immediately after
      the effective date in the case of a subdivision or combination. For the
      purposes of this Section 16.3(1), each Holder of Debt Securities shall be
      deemed to have failed to exercise any right to elect the kind or amount of
      securities receivable upon the payment of any such dividend, subdivision,
      combination or distribution (provided that if the kind or amount of
      securities receivable upon such dividend, subdivision, combination or
      distribution is not the same for each nonelecting share, then the kind and
      amount of securities or other property receivable upon such dividend,
      subdivision, combination or distribution for each nonelecting share shall
      be deemed to be the kind and amount so receivable per share by a plurality
      of the nonelecting shares).

            (2) In case the Company shall, at any time or from time to time
      while any of such Debt Securities are outstanding, issue rights or
      warrants to all holders of shares of its Common Stock entitling them (for
      a period expiring within 45

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<PAGE>

      days after the record date for such issuance) to subscribe for or purchase
      shares of Common Stock (or securities convertible into shares of Common
      Stock) at a price per share less than the Current Market Price of the
      Common Stock at such record date (treating the price per share of the
      securities convertible into Common Stock as equal to (x) the sum of (i)
      the price for a unit of the security convertible into Common Stock and
      (ii) any additional consideration initially payable upon the conversion of
      such security into Common Stock divided by (y) the number of shares of
      Common Stock initially underlying such convertible security), the
      Conversion Price with respect to such Debt Securities shall be adjusted so
      that it shall equal the price determined by dividing the Conversion Price
      in effect immediately prior to the date of issuance of such rights or
      warrants by a fraction, the numerator of which shall be the number of
      shares of Common Stock outstanding on the date of issuance of such rights
      or warrants plus the number of additional shares of Common Stock offered
      for subscription or purchase (or into which the convertible securities so
      offered are initially convertible), and the denominator of which shall be
      the number of shares of Common Stock outstanding on the date of issuance
      of securities which the aggregate offering price of the total number of
      shares of securities so offered for subscription or purchase (or the
      aggregate purchase price of the convertible securities so offered plus the
      aggregate amount of any additional consideration initially payable upon
      conversion of such securities into Common Stock) would purchase at such
      Current Market Price of the Common Stock. Such adjustment shall become
      effective retroactively immediately after the record date for the
      determination of shareholders entitled to receive such rights or warrants.

            (3) In the case the Company shall, at any time or from time to time
      while any of such Debt Securities are outstanding, distribute to all
      holders of shares of its Common Stock (including any such distribution
      made in connection with a consolidation or merger in which the Company is
      the continuing corporation and the Common Stock is not changed or
      exchanged) cash, evidences of its indebtedness, securities or assets
      (excluding (i) regular periodic cash dividends in amounts, if any,
      determined from time to time by the Board of Directors, (ii) dividends
      payable in shares of Common Stock for which adjustment is made under
      Section 16.3(1) or (iii) rights or warrants to subscribe for or purchase
      securities of the Company (excluding those referred to in Section
      16.3(2)), then in each such case the Conversion Price with respect to such
      Debt Securities shall be adjusted so that it shall equal the price
      determined by dividing the Conversion Price in effect immediately prior to
      the date of such distribution by a fraction, the numerator of which shall
      be the Current Market Price of the Common Stock on the record date
      referred to below, and the denominator of which shall be such Current
      Market Price of the Common Stock less the then fair market value (as
      determined by the Board of Directors of the Company, whose determination
      shall be conclusive) of the portion of the cash or assets or evidences of
      indebtedness or securities so distributed or of such subscription rights
      or warrants applicable to one share of Common Stock (provided that such
      denominator shall never be less than 1.0); provided however, that no
      adjustment shall be made with respect to any distribution of rights to
      purchase securities of

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<PAGE>

      the Company if a Holder of Debt Securities would otherwise be entitled to
      receive such rights upon conversion at any time of such Debt Securities
      into Common Stock unless such rights are subsequently redeemed by the
      Company, in which case such redemption shall be treated for purposes of
      this section as a dividend on the Common Stock. Such adjustment shall
      become effective retroactively immediately after the record date for the
      determination of shareholders entitled to receive such distribution; and
      in the event that such distribution is not so made, the Conversion Price
      shall again be adjusted to the Conversion Price which would then be in
      effect if such record date had not been fixed.

            (4) The Company shall be entitled to make such additional
      adjustments in the Conversion Price, in addition to those required by
      subsections 16.3(1), 16.3(2), and 16.3(3), as shall be necessary in order
      that any dividend or distribution of Common Stock, any subdivision,
      reclassification or combination of shares of Common Stock or any issuance
      of rights or warrants referred to above shall not be taxable to the
      holders of Common Stock for United States Federal income tax purposes.

            (5) In any case in which this Section 16.3 shall require that any
      adjustment be made effective as of or retroactively immediately following
      a record date, the Company may elect to defer (but only for five (5)
      Trading Days following the filing of the statement referred to in Section
      16.5) issuing to the Holder of any Debt Securities converted after such
      record date the shares of Common Stock and other capital stock of the
      Company issuable upon such conversion over and above the shares of Common
      Stock and other capital stock of the Company issuable upon such conversion
      on the basis of the Conversion Price prior to adjustment; provided,
      however, that the Company shall deliver to such Holder a due bill or other
      appropriate instrument evidencing such Holder's right to receive such
      additional shares upon the occurrence of the event requiring such
      adjustment.

            (6) All calculations under this Section 16.3 shall be made to the
      nearest cent or one-hundredth of a share of security, with one-half cent
      and 0.005 of a share, respectively, being rounded upward. Notwithstanding
      any other provision of this Section 16.3, the Company shall not be
      required to make any adjustment of the Conversion Price unless such
      adjustment would require an increase or decrease of at least 1% of such
      price. Any lesser adjustment shall be carried forward and shall be made at
      the time of and together with the next subsequent adjustment which,
      together with any adjustment or adjustments so carried forward, shall
      amount to an increase or decrease of at least 1% in such price. Any
      adjustments under this Section 16.3 shall be made successively whenever an
      event requiring such an adjustment occurs.

            (7) In the event that at any time, as a result of an adjustment made
      pursuant to this Section 16.3, the Holder of any Debt Security thereafter
      surrendered for conversion shall become entitled to receive any shares of
      stock of the Company other than shares of Common Stock into which the Debt
      Securities

                                       91
<PAGE>

      originally were convertible, the Conversion Price of such other shares so
      receivable upon conversion of any such Debt Security shall be subject to
      adjustment from time to time in a manner and on terms as nearly equivalent
      as practicable to the provisions with respect to Common Stock contained in
      subparagraphs (1) through (6) of this Section 16.3, and the provisions of
      Sections 16.1, 16.2 and 16.4 through 16.9 with respect to the Common Stock
      shall apply on like or similar terms to any such other shares and the
      determination of the Board of Directors as to any such adjustment shall be
      conclusive.

            (8) No adjustment shall be made pursuant to this Section: (i) if the
      effect thereof would be to reduce the Conversion Price below the par value
      (if any) of the Common Stock or (ii) subject to 16.3(5) hereof, with
      respect to any Debt Security that is converted prior to the time such
      adjustment otherwise would be made.

      Section 16.4. Consolidation or merger of the Company.

      In case of either (a) any consolidation or merger to which the Company is
a party, other than a merger or consolidation in which the Company is the
surviving or continuing corporation and which does not result in a
reclassification of, or change (other than a change in par value or from par
value to no par value or from no par value to par value, as a result of a
subdivision or combination) in, outstanding shares of Common Stock or (b) any
sale or conveyance of all or substantially all of the property and assets of the
Company to another Person, then the Conversion Price shall not be adjusted. If
any of the events described in the previous sentence shall occur, the Company
shall execute with the Trustee a supplemental indenture to provide that each
Debt Security then outstanding shall be convertible from and after such merger,
consolidation, sale or conveyance of property and assets into the kind and
amount of shares of stock or other securities and property (including cash)
receivable upon such consolidation, merger, sale or conveyance by a holder of
the number of shares of Common Stock into which such Debt Securities would have
been converted immediately prior to such consolidation, merger, sale or
conveyance, subject to adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Article XVI (and assuming
such holder of Common Stock failed to exercise his rights of election, if any,
as to the kind or amount of securities, cash or other property (including cash)
receivable upon such consolidation, merger, sale or conveyance (provided that,
if the kind or amount of securities, cash or other property (including cash)
receivable upon such consolidation, merger, sale or conveyance is not the same
for each nonelecting share, then the kind and amount of securities, cash or
other property (including cash) receivable upon such consolidation, merger, sale
or conveyance for each nonelecting share shall be deemed to be the kind and
amount so receivable per share by a plurality of the nonelecting shares or
securities)). The Company shall not enter into any of the transactions referred
to in clause (a) or (b) of the preceding sentence unless effective provision
shall be made so as to give effect to the provisions set forth in this Section
16.4. The provisions of this Section 16.4 shall apply similarly to successive
consolidations, mergers, sales or conveyances.

                                       92
<PAGE>

      Section 16.5. Notice of adjustment.

      Whenever an adjustment in the Conversion Price with respect to a series of
Debt Securities is required:

            (1) the Company shall forthwith place on file with the Trustee and
      any Conversion Agent for such Securities a certificate of the Treasurer or
      Chief Financial Officer of the Company, stating the adjusted Conversion
      Price determined as provided herein and setting forth in reasonable detail
      such facts as shall be necessary to show the reason for and the manner of
      computing such adjustment, such certificate to be conclusive evidence that
      the adjustment is correct; and

            (2) a notice stating that the Conversion Price has been adjusted and
      setting forth the adjusted Conversion Price shall forthwith be given to
      the Holders of the Debt Securities of such series by the Company, or at
      the Company's request, by the Trustee in the name and at the expense of
      the Company, in the manner provided in Section 1.5. Any notice so given
      shall be conclusively presumed to have been duly given, whether or not the
      Holder receives such notice.

      Section 16.6. Notice in certain events.

      In case:

            (1) of a consolidation or merger to which the Company is a party and
      for which approval of any shareholders of the Company is required, or of
      the sale or conveyance to another Person or entity or group of Persons or
      entities acting in concert as a partnership, limited partnership,
      syndicate or other group (within the meaning of Rule 13d-3 under the
      Securities Exchange Act of 1934, as amended) of all or substantially all
      of the property and assets of the Company; or

            (2) of the voluntary or involuntary dissolution, liquidation or
      winding up of the Company; or

            (3) of any action triggering an adjustment of the Conversion Price
      pursuant to this Article XVI,

then, in each case, the Company shall cause to be filed with the Trustee and the
Conversion Agent for the applicable Debt Securities, and shall cause to be
given, to the Holders of record of applicable Debt Securities in the manner
provided in Section 1.5, at least fifteen (15) days prior to the applicable date
hereinafter specified, a notice stating (x) the date on which a record is to be
taken for the purpose of any distribution or grant of rights or warrants
triggering an adjustment to the Conversion Price pursuant to this Article XVI,
or, if a record is not to be taken, the date as of which the holders of record
or Common Stock entitled to such distribution, rights or warrants are to be
determined, or (y) the date on which any reclassification, consolidation,
merger, sale, conveyance, dissolution, liquidation or winding up triggering an
adjustment to the Conversion Price pursuant to this Article XVI is expected to
become effective, and the date as of which it is

                                       93
<PAGE>

expected that holders of Common Stock of record shall be entitled to exchange
their Common Stock for securities or other property deliverable upon such
reclassification, consolidation, merger, sale, conveyance, dissolution,
liquidation or winding up.

      Failure to give such notice or any defect therein shall not affect the
legality or validity of the proceedings described in clause (1), (2) or (3) of
this Section 16.6.

      Section 16.7. Company to reserve stock; registration; listing.

      (a) The Company shall at all times reserve and keep available, free from
preemptive rights, out of its authorized but unissued shares of Common Stock,
for the purpose of effecting the conversion of the Debt Securities, such number
of its duly authorized shares of Common Stock as shall from time to time be
sufficient to effect the conversion of all applicable outstanding Debt
Securities into such Common Stock at any time (assuming that, at the time of the
computation of such number of shares or securities, all such Debt Securities
would be held by a single holder); provided, however, that nothing contained
herein shall preclude the Company from satisfying its obligations in respect of
the conversion of the Debt Securities by delivery of purchased shares of Common
Stock which are held in the treasury of the Company. The Company shall from time
to time, in accordance with the laws of the State of Missouri, use its best
efforts to cause the authorized amount of the Common Stock to be increased if
the aggregate of the authorized amount of the Common Stock remaining unissued
and the issued shares of such Common Stock in its treasury (other than any such
shares reserved for issuance in any other connection) shall not be sufficient to
permit the conversion of all Debt Securities.

      (b) If any shares of Common Stock which would be issuable upon conversion
of Debt Securities hereunder require registration with or approval of any
governmental authority before such shares or securities may be issued upon such
conversion, the Company will in good faith and as expeditiously as possible
endeavor to cause such shares or securities to be duly registered or approved,
as the case may be. The Company will endeavor to list the shares of Common Stock
required to be delivered upon conversion of the Debt Securities prior to such
delivery upon the principal national securities exchange upon which the
outstanding Common Stock is listed at the time of such delivery.

      Section 16.8. Taxes on conversion.

      The Company shall pay any and all documentary, stamp or similar issue or
transfer taxes that may be payable in respect of the issue or delivery of shares
of Common Stock on conversion of Debt Securities pursuant hereto. The Company
shall not, however, be required to pay any such tax which may be payable in
respect of any transfer involved in the issue or delivery of shares of Common
Stock or the portion, if any, of the Debt Securities which are not so converted
in a name other than that in which the Debt Securities so converted were
registered (in case of Registered Securities), and no such issue or delivery
shall be made unless and until the Person requesting such issue has paid to the
Company the amount of such tax or has established to the satisfaction of the
Company that such tax has been paid.

                                       94
<PAGE>

      Section 16.9. Conversion after record date.

      If any Debt Securities are surrendered for conversion subsequent to the
record date preceding an Interest Payment Date but on or prior to such Interest
Payment Date (except Debt Securities called for redemption on a Redemption Date
between such record date and Interest Payment Date), the Holder of such Debt
Securities at the close of business on such record date shall be entitled to
receive the interest payable on such Debt Securities on such Interest Payment
Date notwithstanding the conversion thereof. Debt Securities surrendered for
conversion during the period from the close of business on any record date next
preceding any Interest Payment Date to the opening of business on such Interest
Payment Date shall (except in the case of Debt Securities which have been called
for redemption on a Redemption Date within such period) be accompanied by
payment in New York Clearing House funds or other funds and in the Currency
acceptable to the Company of an amount equal to the interest payable on such
Interest Payment Date on the Debt Securities being surrendered for conversion.
Except as provided in this Section 16.9, no adjustments in respect of payments
of interest on Debt Securities surrendered for conversion or any dividends or
distributions of interest on the Common Stock issued upon conversion shall be
made upon the conversion of any Debt Securities.

      Section 16.10. Conversion of Debt Securities into Preferred Shares or
other Securities.

      Notwithstanding anything to the contrary in this Article XVI, the Company
may issue Debt Securities that are convertible into Preferred Stock or other
securities of the Company, including Preferred Shares convertible into Common
Stock, in which case all terms and conditions relating to the conversion of Debt
Securities into Preferred Shares or other securities, including any terms
similar to those provided in Sections 16.1 through 16.12, shall be as provided
in or pursuant to an appropriate Board Resolution or in any indenture
supplemental hereto or as otherwise contemplated by Section 3.1.

      Section 16.11. Company determination final.

      Any determination that the Company or the Board of Directors must make
pursuant to this Article XVI is final and conclusive.

      Section 16.12. Trustee's disclaimer.

      The Trustee has no duty to determine when an adjustment under this Article
XVI should be made, how it should be made or what it should be. The Trustee
makes no representation as to the validity or value of any securities or assets
issued upon conversion of Debt Securities. The Trustee shall not be responsible
for the Company's failure to comply with this Article XVI. Each Conversion Agent
other than the Company shall have the same protection under this Section as the
Trustee.

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<PAGE>

                                 ARTICLE XVII.
                                  SUBORDINATION

      Section 17.1. Agreement to subordinate.

      The Company agrees, and each Holder by accepting any Debt Securities
agrees, that, unless otherwise specified pursuant to Section 3.1 with respect to
any series of Debt Securities, the indebtedness evidenced by the Debt Securities
is subordinated in right of payment, to the extent and in the manner provided in
this Article XVII, to the prior payment in full of all Senior Indebtedness, and
that the subordination is for the benefit of, and shall be enforceable directly
by, the holders of Senior Indebtedness, without any act or notice of acceptance
hereof or reliance hereon.

      Section 17.2. Certain definitions.

      "Senior Indebtedness" means the principal, premium, if any, and interest
on (i) all indebtedness of the Company, whether outstanding on the date hereof
or thereafter created, incurred or assumed (including, without limitation, such
indebtedness issued or to be issued under the Company's Senior Indenture dated
[__], 20__), that is for borrowed money, or evidenced by a note or similar
instrument given in connection with the acquisition of any business, properties
or assets, including securities, (ii) any indebtedness of any other Person of
the kind described in the preceding clause (i) for the payment of which the
Company is responsible or liable as guarantor or otherwise and (iii) amendments,
modifications, renewals, extensions, deferrals and refundings of any such
indebtedness. Senior Indebtedness shall continue to be Senior Indebtedness and
to be entitled to the benefits of the subordination provisions of this Article
XVII irrespective of any amendment, modification or waiver of any term of the
Senior Indebtedness or extension or renewal of the Senior Indebtedness.
Notwithstanding anything to the contrary in the foregoing, Senior Indebtedness
shall not include (A) indebtedness incurred for the purchase of goods or
materials or for services obtained in the ordinary course of business and (B)
any indebtedness which by its terms is expressly made pari passu with or
subordinated to the Debt Securities.

      Section 17.3. Liquidation; dissolution; bankruptcy, etc.

      Unless otherwise specified pursuant to Section 3.1 with respect to any
series of Debt Securities, in the event of:

            (1) any insolvency, bankruptcy, receivership, liquidation,
      reorganization, readjustment, composition or other similar proceeding
      relating to the Company, its creditors or its property;

            (2) any proceeding for the liquidation, dissolution or other winding
      up of the Company, voluntary or involuntary, whether or not involving
      insolvency or bankruptcy proceedings;

            (3) any assignment by the Company for the benefit of creditors; or

                                       96
<PAGE>

            (4) any other marshalling of the assets of the Company, all Senior
      Indebtedness (including, without limitation, interest accruing after the
      commencement of any such proceeding, assignment or marshalling of assets)
      shall first be paid in full before any payment or distribution, whether in
      cash, securities or other property, shall be made by the Company on
      account of the Debt Securities. In any such event, any payment or
      distribution, whether in cash, securities or other property (other than
      securities of the Company or any other Corporation provided for by a plan
      of reorganization or a readjustment, the payment of which is subordinate,
      at least to the extent provided in the subordination provisions of this
      Indenture with respect to the indebtedness evidenced by the Debt
      Securities, to the payment of all Senior Indebtedness at the time
      outstanding and to any securities issued in respect thereof under any such
      plan of reorganization or readjustment), which would otherwise (but for
      the provisions of this Article XVII) be payable or deliverable in respect
      of the Debt Securities (including any such payment or distribution which
      may be payable or deliverable by reason of the payment of any other
      indebtedness of the Company being subordinated to the payment of the Debt
      Securities) shall be paid or delivered directly to the holders of Senior
      Indebtedness, or to their representative or trustee, in accordance with
      the priorities then existing among such holders until all Senior
      Indebtedness shall have been paid in full.

      Section 17.4. Default on Senior Indebtedness.

      Unless otherwise specified pursuant to Section 3.1 with respect to any
series of Debt Securities, if (i) the Company defaults in the payment of any
principal of (or premium, if any) or interest on any Senior Indebtedness when
the same becomes due and payable, whether at maturity or at a date fixed for
prepayment or declaration or otherwise or (ii) an event of default occurs with
respect to any Senior Indebtedness permitting the holders thereof to accelerate
the maturity thereof and written notice of such event of default (requesting
that payments on the Debt Securities cease) is given to the Company by the
holders of Senior Indebtedness, then unless and until such default in payment or
event of default shall have been cured or waived or shall have ceased to exist,
no direct or indirect payment (in cash, property or securities, by set-off or
otherwise) shall be made or agreed to be made on account of the Debt Securities
or interest thereon or in respect of any repayment, redemption, retirement,
purchase or other acquisition of the Debt Securities.

      Section 17.5. When distribution must be paid over.

      If a distribution is made to the Trustee or any Holder at a time when a
Responsible Officer of the Trustee or such Holder has actual knowledge that
because of this Article XVII such distribution should not have been made to it,
the Trustee or such Holder who receives the distribution shall hold it in trust
for the benefit of, and, upon written request, shall pay it over to, the holders
of Senior Indebtedness as their interests may appear, or their agent or
representative or the trustee under the indenture or other agreement (if any)
pursuant to which Senior Indebtedness may have been issued, as their respective
interests may appear, for application to the payment of all principal, premium,
if any, and interest then payable with respect to any Senior Indebtedness.

                                       97
<PAGE>

      With respect to the holders of Senior Indebtedness, the Trustee undertakes
to perform only such obligations on the part of the Trustee as are specifically
set forth in this Article XVII, and no implied covenants or obligations with
respect to the holders of Senior Indebtedness shall be read into this Indenture
against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty
to the holders of Senior Indebtedness, and shall not be liable to any such
holders if the Trustee shall pay over or distribute to or on behalf of Holders
or the Company or any other person money or assets to which any holders of
Senior Indebtedness shall be entitled by virtue of this Article XVII, except if
such payment is made as a result of the negligence, bad faith or willful
misconduct of the Trustee.

      Section 17.6. Notice by Company.

      The Company shall promptly notify in writing the Trustee and any Paying
Agent of any facts known to the Company that would cause a payment with respect
to the Debt Securities to violate this Article XVII, but failure to give such
notice shall not affect the subordination of the Debt Securities to the Senior
Indebtedness provided in this Article XVII.

      Section 17.7. Subrogation.

      Senior Indebtedness shall not be deemed to have been paid in full unless
the holders thereof shall have received cash, securities or other property equal
to the amount of such Senior Indebtedness then outstanding. After all Senior
Indebtedness is paid in full and until the Debt Securities are paid in full,
Holders shall be subrogated (equally and ratably with all other indebtedness as
to which the right to receive payment is pari passu with the Debt Securities) to
the rights of holders of Senior Indebtedness to receive distributions applicable
to Senior Indebtedness to the extent that distributions otherwise payable to the
Holders have been applied to the payment of Senior Indebtedness, and such
payments or distributions received by any Holder of Debt Securities of a series
(unless otherwise specified pursuant to Section 3.1 with respect to such
series), by reason of such subrogation, of cash, securities or other property
which otherwise would be paid or distributed to the holders of Senior
Indebtedness, shall, as between the Company and its creditors other than the
holders of Senior Indebtedness, on the one hand, and the Holders of Debt
Securities, on the other, be deemed to be a payment by the Company on account of
Senior Indebtedness, and not on account of such series of Debt Securities.

      Section 17.8. Relative Rights.

      This Article XVII defines the relative rights of Holders and holders of
Senior Indebtedness. Unless otherwise specified pursuant to Section 3.1 with
respect to any series of Debt Securities, nothing in this Indenture shall:

            (1) impair, as between the Company and Holders, the obligation of
      the Company, which is absolute and unconditional, to pay principal of and
      interest on the Debt Securities in accordance with their terms;

            (2) affect the relative rights of Holders and creditors of the
      Company other than their rights in relation to holders of Senior
      Indebtedness; or

                                       98
<PAGE>

            (3) prevent the Trustee or any Holder from exercising its available
      remedies upon a Default or Event of Default, subject to the rights of
      holders and owners of Senior Indebtedness to receive distributions and
      payments otherwise payable to Holders.

      If the Company fails because of this Article XVII to pay principal of or
interest on Debt Securities on the date such payment is due, the failure is
still a Default or Event of Default.

      Section 17.9. Subordination may not be impaired by Company.

      No present or future holder of any Senior Indebtedness shall be prejudiced
in the right to enforce subordination of the indebtedness constituting the
applicable series of Debt Securities by any act or failure to act on the part of
the Company.

      Section 17.10. Distribution.

      Upon any payment or distribution of assets of the Company referred to in
this Article XVII, the Trustee and the Holders shall be entitled to rely upon
any order or decree made by any court of competent jurisdiction or upon any
certificate of the liquidating trustee or agent or other person making any
distribution to the Trustee or to the Holders for the purpose of ascertaining
the persons entitled to participate in such distribution, the holders of the
Senior Indebtedness and other debt of the Company, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article XVII.

      Section 17.11. Rights of Trustee and Paying Agent.

      Notwithstanding the provisions of this Article XVII or any other provision
of this Indenture, neither the Trustee nor any Paying Agent shall be charged
with knowledge of the existence of any facts which would prohibit the making of
any payment or distribution by the Trustee or such Paying Agent, or the taking
of any action by the Trustee or such Paying Agent, and the Trustee or such
Paying Agent may continue to make payments on the Debt Securities unless, in the
case of the Trustee, and in the case of such Paying Agent as long as the Trustee
is such Paying Agent, a Responsible Officer shall have received at the Corporate
Trust Office of the Trustee, and in the case of a Paying Agent other than the
Trustee, it shall have received, in each case at least two Business Days prior
to the date of such payment, written notice of facts that would cause any such
payment with respect to the Securities to violate this Article XVII. The Trustee
or any Paying Agent, as applicable, shall promptly provide a copy of such notice
to the Holders. Nothing in this Article XVII shall limit the right of the
holders of Senior Indebtedness to recover payments as contemplated elsewhere in
this Article XVII or impair the claims of, or payments to, the Trustee under or
pursuant to Section 6.7.

      The Trustee in its individual or any other capacity may hold Senior
Indebtedness with the same rights it would have if it were not Trustee subject
to Trust Indenture Act Sections 310(b) and 311. Any Paying Agent may do the
same.

                                       99
<PAGE>

      Section 17.12. Authorization to effect subordination.

      Each Holder of Debt Securities by his acceptance thereof authorizes and
directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination as provided in this Article XVII (to
the extent the same may be modified pursuant to Section 3.1 with respect to any
series of Debt Securities), and appoints the Trustee his attorney-in-fact for
any and all such purposes.

                                 ARTICLE XVIII.
                            EXTENDED INTEREST PERIOD

      Section 18.1. Extension of Interest Payment Period.

      So long as no Event of Default has occurred and is continuing, the Company
shall have the right, at any time and from time to time during the term of the
Debt Securities of any series, to defer payments of interest by extending the
interest payment period of such Debt Securities for an Extended Interest Period
not exceeding 20 consecutive quarters, during which Extended Interest Period no
interest shall be due and payable; provided that no Extended Interest Period may
extend beyond the Stated Maturity for the principal of the Debt Securities of
such series. At the end of the Extended Interest Period, the Company shall
calculate (and deliver such calculation to the Trustee) and pay on the next
Interest Payment Date all interest accrued and unpaid on the Debt Securities of
such series, including any additional payments and additional interest accrued
thereon ("Additional Interest"), (together, the "Deferred Payments") that shall
be payable to the Holders of Registered Securities of such series on the first
Regular Record Date after the end of the Extended Interest Period. Before the
termination of any Extended Interest Period, the Company may further extend such
period, provided that such period together with all such further extensions
thereof shall not exceed 20 consecutive quarters, or extend beyond the Maturity
Date of such Debt Securities. Upon the termination of any Extended Interest
Period and upon the payment of all Deferred Payments then due, the Company may
commence a new Extended Interest Period, subject to the foregoing requirements.
No interest or Additional Interest shall be due and payable during an Extended
Interest Period, except at the end thereof, but the Company may prepay at any
time all or any portion of the interest and Additional Interest accrued during
an Extended Interest Period.

      Section 18.2. Notice of extension.

      (a) The Company shall give the Holders of such Debt Securities and the
Trustee written notice of its selection of such Extended Interest Period at
least two Business Days before the earlier of (i) the next succeeding Interest
Payment Date; or (ii) the date the Company is required to give notice of the
record or payment date of such interest payment to The New York Stock Exchange,
Nasdaq or other applicable national exchange or self-regulatory organization or
to holders of the Debt Securities.

      (b) The quarter in which any notice is given pursuant to paragraph (a) of
this Section 18.2 shall be counted as one of the 20 quarters permitted in the
maximum Extended Interest Period permitted under Section 18.1.

                                      100
<PAGE>

      Section 18.3. Limitation on transactions.

      If the Company shall exercise its right to defer payment of interest as
provided in Section 18.1, then (i) the Company shall not declare or pay any
dividend on, make any distributions with respect to, or redeem, purchase,
acquire or make a liquidation payment with respect to, any of its capital stock
(other than (A) dividends or distributions in common stock of the Company, or
any declaration of a non-cash dividend in connection with the implementation of
a shareholder rights plan, or the issuance of stock under any such plan in the
future, or the redemption or repurchase of any such rights pursuant thereto, and
(B) purchases of common stock of the Company related to the rights under any of
the Company's benefit plans for its directors, officers or employees); (ii) the
Company shall not make any payment of principal of (and premium, if any) or
interest on or repay, repurchase or redeem any debt securities issued by the
Company which rank pari passu with or junior in interest to the Debt Securities
of a series issued under this Indenture; and (iii) the Company shall not redeem,
purchase or acquire less than all of the Outstanding Debt Securities of such
series.

      Section 18.4. Applicability of Article.

      Notwithstanding anything in this Indenture to the contrary, the provisions
of this Article XVIII only shall apply to Debt Securities of any series to which
this Article expressly is made applicable, as specified pursuant to Section 3.1
for any such series of Debt Securities.

                                      101
<PAGE>

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

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

                                 TALX CORPORATION

                                 By: ________________________________

                                 Name:________________________________
                                 Title: ________________________________

Attest:

________________________________
Name: __________________________
Title:__________________________

                                 THE BANK OF NEW YORK TRUST
                                 COMPANY, N.A.,
                                 as Trustee

                                 By: ________________________________
                                 Name: ________________________________
                                 Title: ________________________________

<PAGE>

                                                                       EXHIBIT A

                            [FORMS OF CERTIFICATION]

                       [FORM OF CERTIFICATE TO BE GIVEN BY
                   PERSON ENTITLED TO RECEIVE BEARER SECURITY
                     OR INTEREST PRIOR TO AN EXCHANGE DATE]

                                   CERTIFICATE

                     [Insert title or sufficient description
                         of Securities to be delivered]

      This is to certify that as of the date hereof and except as set forth
below principal amount of the above captioned Debt Securities held by you for
our account (i) is owned by person(s) that are not United States person(s) (as
defined below), (ii) is owned by United States person(s) that are (a) foreign
branches of United States financial institutions (as defined in Section
1.165-12(c)(1)(iv) of the United States Treasury regulations) ("financial
institutions") purchasing for their own account or for resale, or (b) United
States person(s) who acquired the Debt Securities through foreign branches of
United States financial institutions and who hold the Debt Securities through
such United States financial institutions on the date hereof (and in either case
(a) or (b), each such United States financial institution hereby agrees, on its
own behalf or through its agent, that you may advise the Company or the
Company's agent that it will comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the United States Internal Revenue Code of 1986, as
amended, and the Treasury regulations thereunder), or (iii) is owned by United
States or foreign financial institution(s) for the purpose of resale during the
restricted period (as defined in Section 1.163-5(c)(2)(i)(D)(7) of the United
States Treasury regulations), and in addition if the owner of the Debt
Securities is a United States or foreign financial institution described in
clause (iii) above (whether or not also described in clause (i) or (ii)) this is
to further certify that such financial institution has not acquired the Debt
Securities for the purpose of resale directly or indirectly to a United States
person or to a person within the United States or its possessions.

      We undertake to advise you promptly by facsimile transmission on or prior
to the date on which you intend to submit your certification relating to the
beneficial interest in the temporary global Debt Security held by you for our
account in accordance with your operating procedures if any applicable statement
herein is not correct on such date, and in the absence of any such notification
it may be assumed that this certification applies as of such date.

      This certificate excepts and does not relate to ________ principal amount
of Debt Securities held by you for our account as to which we are not able to
provide a certificate in this form. We understand that exchange of such portion
of the temporary Global Note for definitive Bearer Securities or interests in a
Permanent Global Note (or if relevant, collection of any interest) cannot be
made until we are able to provide a certificate in this form.

                                       2
<PAGE>

      We understand that this certificate is required in connection with certain
tax laws and regulations of the United States. If administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.

      "United States person" means any citizen or resident of the United States,
any corporation, partnership or other entity created or organized in or under
the laws of the United States and any estate or trust the income of which is
subject to United States federal income taxation regardless of its source.
"United States" means the United States of America (including the States and the
District of Columbia) and its "possessions" which include Puerto Rico, the U.S.
Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana
Islands.

Dated:________________________________, 20__

[To be dated no earlier than the
10th day prior to (i) the Exchange Date, or
(ii) the relevant Interest Payment Date
occurring prior to the Exchange Date, as
applicable]

                                              By:_____________________________
                                                 As, or as agent for, the
                                                 beneficial owner(s) of the
                                                 portion of the temporary
                                                 Global Note to which this
                                                 certificate relates.

                                        3
<PAGE>

                                                                       EXHIBIT B

                  [FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR
        AND CLEARSTREAM BANKING, S.A. IN CONNECTION WITH THE EXCHANGE OF
        A PORTION OF A TEMPORARY GLOBAL NOTE OR PAYMENT OF INTEREST PRIOR
                             TO THE EXCHANGE DATE]

                                   CERTIFICATE

                     [Insert title or sufficient description
                         of Securities to be delivered]

      The undersigned certifies that, based solely on certifications we have
received in writing, by facsimile transmission or by electronic transmission
from member organizations appearing in our records as persons being entitled to
a portion of the principal amount set forth below (our "Member Organizations")
substantially to the effect set forth in the Indenture as of the date hereof,
_________ principal amount of the above-captioned Debt Securities (i) is owned
by person(s) that are not United States person(s) (as defined below), (ii) is
owned by United States person(s) that are (a) foreign branches of United States
financial institutions (as defined in Section 1.165-12(c)(1)(iv) of the United
States Treasury regulations) ("financial institutions") purchasing for their own
account or for resale, or (b) United States person(s) who acquired the Debt
Securities through foreign branches of United States financial institutions and
who hold the Debt Securities through such United States financial institutions
on the date hereof (and in either case (a) or (b), each such United States
financial institution has agreed, on its own behalf or through its agent, that
we may advise the Company or the Company's agent that it will comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of
1986, as amended, and the Treasury regulations thereunder), or (iii) is owned by
United States or foreign financial institution(s) for the purpose of resale
during the restricted period (as defined in Section 1.163-5(c)(2)(i)(D)(7) of
the United States Treasury regulations), and in addition United States or
foreign financial institutions described in clause (iii) above (whether or not
also described in clause (i) or (ii)) have certified that they have not acquired
the Debt Securities for the purpose of resale directly or indirectly to a United
States person or to a person within the United States or its possessions.

      We further certify (i) that we are not making available for exchange or
collection of any interest any portion of the temporary Global Note excepted in
such certifications and (ii) that as of the date hereof we have not received any
notification from any of our Member Organizations to the effect that the
statements made by such Member Organizations with respect to any portion of the
part submitted herewith for exchange or collection of any interest are no longer
true and cannot be relied upon as of the date hereof.

      We understand that this certificate is required in connection with certain
tax laws and regulations of the United States. If administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably

                                       4
<PAGE>

authorize you to produce this certificate or a copy thereof to any interested
party in such proceedings.

      "United States person" means any citizen or resident of the United States,
any corporation, partnership or other entity created or organized in or under
the laws of the United States and any estate or trust the income of which is
subject to United States federal income taxation regardless of its source.
"United States" means the United States of America (including the States and the
District of Columbia) and its "possessions" which include Puerto Rico, the U.S.
Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana
Islands.

Dated :______________, 20__

[To be dated no earlier than the
10th day prior to (i) the Exchange
Date, or (ii) the relevant Interest
Payment Date occurring prior to the
Exchange Date, as applicable]

                                          By:______________________________
                                             [EUROCLEAR BANK, S.A., as
                                             Operator of the Euro-Clear System]

                                              [CLEARSTREAM BANKING, S.A.]]

                                       5
<PAGE>

           Reconciliation and tie between Trust Indenture Act of 1939
                    and Indenture, dated as of     [__], 20

<TABLE>
<CAPTION>
Trust Indenture Act Section   Indenture Section
---------------------------   -----------------
<S>                           <C>
Section 310 (a)(1)            6.9
            (a)(2)            6.9
            (a)(3)            Not Applicable
            (a)(4)            Not Applicable
            (a)(5)            6.9
            (b)               6.8, 6.10
            (c)               Not Applicable
Section 311 (a)               6.13(a)
            (b)               6.13(b)
            (c)               Not Applicable
Section 312 (a)               7.1, 7.2(a)
            (b)               7.2(b)
            (c)               7.2(c)
Section 313 (a)               7.3(a)
            (b)               7.3(b)
            (c)               7.3(a),
                              7.3(c)
            (d)               7.3(d)
Section 314 (a)               7.4, 12.2
            (b)               Not Applicable
            (c)(1)            1.2
            (c)(2)            1.2
            (c)(3)            Not Applicable
            (d)               Not Applicable
            (e)               1.2
Section 315 (a)               6.1(a),
                              6.1(c)
            (b)               6.2, 7.3(a)(7)
            (c)               6.1(b)
            (d)(1)            6.1(a)
            (d)(2)            6.1(c)(2)
            (d)(3)            6.1(c)(3)
            (e)               5.14
Section 316 (a)(1)(A)         5.2, 5.12
            (a)(1)(B)         5.13
            (a)(2)            Not Applicable
            (b)               5.8
            (c)               Not Applicable
Section 317 (a)(1)            5.3
</TABLE>

                                       6
<PAGE>

<TABLE>
<S>                           <C>
            (a)(2)            5.4
            (b)               12.4
Section 318                   1.6
</TABLE>

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

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

                                       7