<PAGE>
                               UNISYS CORPORATION

                                       AND

                            HSBC Bank USA, as Trustee

                                    Indenture

                             Dated as of ___________
<PAGE>
Cross-Reference Table*

<TABLE>
<CAPTION>
Trust Indenture                                               Indenture Section
   Act Section
<S>                                                           <C>
310 (a)(1)                                                           6.9
    (a)(2)                                                           6.9
    (a)(3)                                                           N.A.
    (a)(4)                                                           N.A.
    (a)(5)                                                           6.9
    (b)                                                              6.8
    (c)                                                              N.A.
311 (a)                                                              6.13
    (b)                                                              6.13
    (c)                                                              N.A.
312 (a)                                                              4.1, 4.2(a)
    (b)                                                              4.2(b)
    (c)                                                              4.2(c)
313 (a)                                                              4.4(a)
    (b)(1)                                                           4.4(a)
    (b)(2)                                                           4.4(a)
    (c)                                                              4.4(a)
    (d)                                                              4.4(b)
314 (a)(1)                                                           4.3
    (a)(2)                                                           4.3
    (a)(3)                                                           4.3
    (a)(4)                                                           4.5
    (b)                                                              N.A.
    (c)(1)                                                           11.5
    (c)(2)                                                           11.5
    (c)(3)                                                           N.A.
    (d)                                                              N.A.
    (e)                                                              11.5
    (f)                                                              N.A.
315 (a)                                                              6.1
    (b)                                                              5.11
    (c)                                                              6.1
    (d)                                                              6.1
    (e)                                                              5.12
316 (a) (last sentence)                                              7.4
    (a)(1)(A)                                                        5.9
    (a)(1)(B)                                                        5.10
    (a)(2)                                                           N.A.
    (b)                                                              5.7
    (c)                                                              5.10
317 (a)(1)                                                           5.2
    (a)(2)                                                           5.2
    (b)                                                              3.4
318 (a)                                                             11.7
</TABLE>

--------

*  This Cross-Reference Table is not part of the Indenture



<PAGE>
<TABLE>
<S>                                                                           <C>
ARTICLE 1 DEFINITIONS                                                          1

SECTION 1.1. CERTAIN TERMS DEFINED                                             1

ARTICLE 2 SECURITIES                                                           8

SECTION 2.1. FORMS GENERALLY                                                   8

SECTION 2.2. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION                   8

SECTION 2.3. AMOUNT UNLIMITED; ISSUABLE IN SERIES                              8

SECTION 2.4. AUTHENTICATION AND DELIVERY OF SECURITIES                        11

SECTION 2.5. EXECUTION OF SECURITIES                                          12

SECTION 2.6. CERTIFICATE OF AUTHENTICATION                                    13

SECTION 2.7. DENOMINATION AND DATE OF SECURITIES; PAYMENTS OF INTEREST        13

SECTION 2.8. REGISTRATION, TRANSFER AND EXCHANGE                              13

SECTION 2.9. MUTILATED, DEFACED, DESTROYED, LOST AND STOLEN SECURITIES        19

SECTION 2.10. CANCELLATION OF SECURITIES; DESTRUCTION THEREOF                 20

SECTION 2.11. TEMPORARY SECURITIES                                            20

ARTICLE 3 COVENANTS OF THE ISSUER                                             21

SECTION 3.1. PAYMENT OF PRINCIPAL AND INTEREST                                22

SECTION 3.2. OFFICES FOR PAYMENTS, ETC                                        23

SECTION 3.3. APPOINTMENT TO FILL A VACANCY IN OFFICE OF TRUSTEE               23
</TABLE>
<PAGE>
<TABLE>
<S>                                                                           <C>
SECTION 3.4. PAYING AGENTS                                                    24

SECTION 3.5. WRITTEN STATEMENT TO TRUSTEE                                     24

SECTION 3.6. LIMITATION ON MORTGAGES AND LIENS                                24

SECTION 3.7. LIMITATION ON SALE AND LEASEBACK TRANSACTIONS                    27

ARTICLE 4 SECURITYHOLDERS' LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE    28

SECTION 4.1. ISSUER TO FURNISH TRUSTEE INFORMATION AS TO NAMES AND
             ADDRESSES OF SECURITYHOLDERS                                     28

SECTION 4.2. PRESERVATION AND DISCLOSURE OF SECURITYHOLDERS' LISTS            29

SECTION 4.3. REPORTS BY THE ISSUER                                            30

SECTION 4.4. REPORTS BY THE TRUSTEE                                           30

ARTICLE 5 REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT     31

SECTION 5.1. EVENT OF DEFAULT DEFINED; ACCELERATION OF MATURITY; WAIVER OF
             DEFAULT                                                          31

SECTION 5.2. COLLECTION OF INDEBTEDNESS BY TRUSTEE;                           31

TRUSTEE MAY PROVE DEBT                                                        34

SECTION 5.3. APPLICATION OF PROCEEDS                                          37

SECTION 5.4. SUITS FOR ENFORCEMENT                                            38

SECTION 5.5. RESTORATION OF RIGHTS ON ABANDONMENT OF PROCEEDINGS              38

SECTION 5.6. LIMITATIONS ON SUITS BY SECURITYHOLDERS                          39
</TABLE>


                                       2
<PAGE>
<TABLE>
<S>                                                                           <C>
SECTION 5.7.  UNCONDITIONAL RIGHT OF SECURITYHOLDERS TO INSTITUTE CERTAIN
              SUITS                                                           39

SECTION 5.8.  POWERS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT WAIVER
              OF DEFAULT                                                      40

SECTION 5.9.  CONTROL BY HOLDERS OF SECURITIES                                40

SECTION 5.10. WAIVER OF PAST DEFAULTS                                         41

SECTION 5.11. TRUSTEE TO GIVE NOTICE OF DEFAULT                               42

SECTION 5.12. RIGHT OF COURT TO REQUIRE FILING OF UNDERTAKING TO PAY COSTS    42

ARTICLE 6 CONCERNING THE TRUSTEE                                              43

SECTION 6.1.  DUTIES AND RESPONSIBILITIES OF THE TRUSTEE; DURING DEFAULT;
              PRIOR TO DEFAULT                                                43

SECTION 6.2.  CERTAIN RIGHTS OF THE TRUSTEE                                   44

SECTION 6.3.  TRUSTEE NOT RESPONSIBLE FOR RECITALS, DISPOSITION OF
              SECURITIES OR APPLICATION OF PROCEEDS THEREOF                   46

SECTION 6.4.  TRUSTEE AND AGENTS MAY HOLD SECURITIES; COLLECTIONS, ETC        46

SECTION 6.5.  MONEYS HELD BY TRUSTEE                                          47

SECTION 6.6.  COMPENSATION AND INDEMNIFICATION OF
              TRUSTEE AND ITS PRIOR CLAIM                                     47

SECTION 6.7.  RIGHT OF TRUSTEE TO RELY ON OFFICERS' CERTIFICATE, ETC          48

SECTION 6.8.  QUALIFICATION OF TRUSTEE                                        48

SECTION 6.9.  PERSONS ELIGIBLE FOR APPOINTMENT AS TRUSTEE                     48
</TABLE>

                                       3
<PAGE>
<TABLE>
<S>                                                                          <C>
SECTION 6.10. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR TRUSTEE       49

SECTION 6.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR TRUSTEE                  51

SECTION 6.12. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS
              OF TRUSTEE                                                      52

SECTION 6.13. PREFERENTIAL COLLECTION OF CLAIMS AGAINST
              THE ISSUER                                                      53

ARTICLE 7 CONCERNING THE SECURITYHOLDERS                                      53

SECTION 7.1. EVIDENCE OF ACTION TAKEN BY SECURITYHOLDERS                      53

SECTION 7.2. PROOF OF EXECUTION OF INSTRUMENTS AND OF HOLDING OF SECURITIES   53

SECTION 7.3. HOLDERS TO BE TREATED AS OWNERS                                  54

SECTION 7.4. SECURITIES OWNED BY ISSUER DEEMED NOT OUTSTANDING                54

SECTION 7.5. RIGHT OF REVOCATION OF ACTION TAKEN                              55

ARTICLE 8 SUPPLEMENTAL INDENTURES                                             55

SECTION 8.1. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF SECURITYHOLDERS       55

SECTION 8.2. SUPPLEMENTAL INDENTURES WITH CONSENT OF SECURITYHOLDERS          57

SECTION 8.3. EFFECT OF SUPPLEMENTAL INDENTURE                                 59

SECTION 8.4. DOCUMENTS TO BE GIVEN TO TRUSTEE                                 59

SECTION 8.5. NOTATION ON SECURITIES IN RESPECT OF SUPPLEMENTAL INDENTURES     59
</TABLE>


                                       4
<PAGE>
<TABLE>
<S>                                                                           <C>
ARTICLE 9 CONSOLIDATION, MERGER, SALE OR CONVEYANCE                           60

SECTION 9.1. ISSUER MAY CONSOLIDATE, ETC., ON CERTAIN TERMS                   60

SECTION 9.2. SUCCESSOR ISSUER SUBSTITUTED                                     60

SECTION 9.3. OPINION OF COUNSEL TO TRUSTEE                                    61

ARTICLE 10 SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS          61

SECTION 10.1. SATISFACTION AND DISCHARGE OF INDENTURE                         61

SECTION 10.2. APPLICATION OF TRUST MONEY                                      62

SECTION 10.3. DEFEASANCE UPON DEPOSIT OF FUNDS OR GOVERNMENT OBLIGATIONS      62

SECTION 10.4. REPAYMENT OF MONEYS HELD BY PAYING AGENT                        63

SECTION 10.5. RETURN OF MONEYS HELD BY TRUSTEE AND PAYING AGENT UNCLAIMED
              FOR TWO YEARS                                                   64

SECTION 10.6. REINSTATEMENT                                                   65

ARTICLE 11 MISCELLANEOUS PROVISIONS                                           65

SECTION 11.1. INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS OF ISSUER
              EXEMPT FROM INDIVIDUAL LIABILITY                                65

SECTION 11.2. PROVISIONS OF INDENTURE FOR THE SOLE BENEFIT OF PARTIES
              AND HOLDERS OF SECURITIES                                       66

SECTION 11.3. SUCCESSORS AND ASSIGNS OF ISSUER BOUND BY INDENTURE             66
</TABLE>


                                       5
<PAGE>
<TABLE>
<S>                                                                           <C>
SECTION 11.4. NOTICES AND DEMANDS ON ISSUER, TRUSTEE AND HOLDERS OF
              SECURITIES                                                      66

SECTION 11.5. OFFICERS' CERTIFICATES AND OPINIONS OF COUNSEL; STATEMENTS
              TO BE CONTAINED THEREIN                                         66

SECTION 11.6. PAYMENTS DUE ON SATURDAYS, SUNDAYS AND HOLIDAYS                 68

SECTION 11.7. CONFLICT OF ANY PROVISION OF INDENTURE WITH TRUST
              INDENTURE ACT OF 1939                                           68

SECTION 11.8. NEW YORK LAW TO GOVERN                                          68

SECTION 11.9. COUNTERPARTS                                                    68

SECTION 11.10. EFFECT OF HEADINGS                                             68

SECTION 11.11. SECURITIES IN A FOREIGN CURRENCY OR IN ECU                     68

SECTION 11.12. JUDGMENT CURRENCY                                              71

ARTICLE 12 REDEMPTION OF SECURITIES AND SINKING FUNDS                         72

SECTION 12.1. APPLICABILITY OF ARTICLE                                        72

SECTION 12.2. NOTICE OF FULL AND PARTIAL REDEMPTION; PARTIAL REDEMPTIONS      73

SECTION 12.3. PAYMENT OF SECURITIES CALLED FOR REDEMPTION                     73

SECTION 12.4. EXCLUSION OF CERTAIN SECURITIES FROM ELIGIBILITY FOR
              SELECTION FOR REDEMPTION                                        74

SECTION 12.5. MANDATORY AND OPTIONAL SINKING FUNDS                            75
</TABLE>


                                       6
<PAGE>
      THIS INDENTURE, dated as of ____________ between UNISYS CORPORATION, a
Delaware corporation (the "Issuer"), and HSBC Bank USA, not in its individual
capacity, but solely as Trustee (the "Trustee").

                              W I T N E S S E T H:

      WHEREAS, the Issuer has duly authorized the issue from time to time of its
unsecured and unsubordinated debentures, notes or other evidences of
indebtedness to be issued in one or more series (the "Securities") up to such
principal amount or amounts as may from time to time be authorized in accordance
with the terms of this Indenture and, to provide, among other things, for the
authentication, delivery and administration thereof, the Issuer has duly
authorized the execution and delivery of this Indenture; and

      WHEREAS, all things necessary to make this Indenture a valid indenture and
agreement according to its terms have been done.

      NOW, THEREFORE:

      In consideration of the premises and the purchases of the Securities by
the holders thereof, the Issuer and the Trustee mutually covenant and agree for
the equal and proportionate benefit of the respective holders from time to time
of the Securities as follows:

                                    ARTICLE 1

                                   DEFINITIONS

      SECTION 1.1. Certain Terms Defined. The following terms (except as
otherwise expressly provided or unless the context otherwise clearly requires)
for all purposes of this Indenture and of any indenture supplemental hereto
shall have the respective meanings specified in this Section. All other terms
used in this Indenture that are defined in the Trust Indenture Act of 1939 or
the definitions of which in the Securities Act of 1933 are referred to in the
Trust Indenture Act of 1939, including terms defined therein by reference to the
Securities Act of 1933 (except as herein otherwise expressly provided or unless
the context otherwise clearly requires), shall have the meanings assigned to
such terms in said Trust Indenture Act and in said Securities Act as in force at
the date of this Indenture. All accounting terms used herein and not expressly
defined shall have the meanings
<PAGE>
assigned to such terms in accordance with generally accepted accounting
principles, and the term "generally accepted accounting principles" means such
accounting principles as are generally accepted at the time of any computation.
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. The terms defined in this Article have the meanings assigned
to them in this Article and include the plural as well as the singular.

      "Affiliated Corporation" means any corporation which is controlled by the
Issuer but which is not a Subsidiary of the Issuer pursuant to the definition of
the term "Subsidiary."

      "Attributable Debt" means, as to any particular Sale and Leaseback
Transaction, at any date as of which the amount thereof is to be determined, the
total amount determined by multiplying (i) the aggregate sale price of the Real
Property subject to such arrangement by (ii) a fraction, the numerator of which
is the number of months in the unexpired term of the lease of such Real Property
and the denominator of which is the number of months in the full term of such
lease (in each case, excluding any renewal term unless the renewal is at the
option of the lessor).

      "Board of Directors" means either the Board of Directors of the Issuer or
any committee of such Board duly authorized to act on its behalf.

      "Board Resolution" means a copy of one or more resolutions, certified by
the secretary or an assistant secretary of the Issuer to have been duly adopted
by the Board of Directors and to be in full force and effect, and delivered to
the Trustee.

      "Business Day" means, with respect to any Security, a day that is not a
day on which banking institutions are authorized or required by law or
regulation to be closed (a) in the City of New York or (b) if the currency in
which the Security is denominated is other than Dollars, the financial center of
the country issuing the currency in which the Security is denominated (which, in
the case of ECU, shall be Brussels, Belgium).

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


                                       2
<PAGE>
      "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, or if at
any time after the execution and delivery of this Indenture such Commission is
not existing and performing the duties now assigned to it under the Trust
Indenture Act, then the body performing such duties on such date.

      "Consolidated Stockholders' Equity" means, with respect to any Person as
of any date, all amounts that would be reflected in stockholders' equity on a
consolidated balance sheet of such Person determined in accordance with
generally accepted accounting principles in the United States, excluding any
direct equity adjustments to such consolidated stockholders' equity effected
pursuant to Statement of Financial Accounting Standards No. 52 - "Foreign
Currency Translation", Statement of Financial Accounting Standards No. 133 -
"Accounting for Derivative Instruments and Hedging Activities", Statement of
Financial Accounting Standards No. 87 - "Employers' Accounting for Pensions",
Statement of Financial Accounting Standards No. 115 - "Accounting for Certain
Investments in Debt and Equity Securities" and/or similar non-cash direct equity
adjustments required by changes to generally accepted accounting principles from
those in effect on the date of this Indenture.

      "Corporate Trust Office" means the office of the Trustee at which the
corporate trust business of the Trustee shall, at any particular time, be
principally administered, which office of HSBC Bank USA at the date of the
execution of this Indenture is located at 452 Fifth Avenue, New York, New York
10018.

      "Depositary" means, with respect to the Securities of any series issuable
or issued in the form of one or more Global Securities, the Person designated as
Depositary by the Issuer pursuant to Section 2.3 until a successor Depositary
shall have become such pursuant to the applicable provisions of this Indenture,
and thereafter "Depositary" shall mean or include each Person who is then a
Depositary hereunder, and if at any time there is more than one such Person,
"Depositary" as used with respect to the Securities of any such series shall
mean the Depositary with respect to the Global Securities of that series.


                                       3
<PAGE>
      "Dollar" means the coin or currency of the United States of America as at
the time of payment is legal tender for the payment of public and private debts.

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

      "European Communities" shall have the meaning set forth in Section
11.11(b)

      "Event of Default" shall have the meaning set forth in Section 5.1.

      "Foreign Currency" means a currency issued by the government of a country
other than the United States.

      "Funded Debt" means any indebtedness for money borrowed, created, issued,
incurred, assumed or guaranteed which would, in accordance with generally
accepted accounting practice, be classified as long-term debt, but in any event
including all indebtedness for money borrowed, whether secured or unsecured,
maturing more than one year, or extendible at the option of the obligor to a
date more than one year, after the date of determination thereof (excluding any
amount thereof included in current liabilities).

      "Global Security" means a Security evidencing all or a part of a series of
Securities, issued to the Depositary for such series in accordance with Section
2.4, and bearing the legend prescribed in Section 2.4.

      "Holder", "holder of Securities", "Securityholder" or other similar terms
mean the person in whose name such Security is registered in the security
register kept by or on behalf of the Issuer for that purpose in accordance with
the terms hereof.

      "Indenture" means this instrument as originally executed and delivered or,
if amended or supplemented as herein provided, as so amended or supplemented or
both, and shall include the forms and terms of particular series of Securities
established as contemplated hereunder.


                                       4
<PAGE>
      "Interest" means, when used with respect to non-interest bearing
Securities, interest payable after maturity.

      "Issuer" means (except as otherwise provided in Article Six) Unisys
Corporation and, subject to Article Nine, its successors and assigns.

      "Issuer Order" means a written statement, request or order of the Issuer
signed in its name by the chairman of the Board of Directors, any vice chairman
of the Board of Directors, the chief executive officer, the president, any vice
president or the treasurer of the Issuer.

      "Officers' Certificate" means a certificate signed by two officers of the
Issuer, one of whom must be the chief financial officer of the Issuer, and
delivered to the Trustee. Each such certificate shall include the statements
provided for in Section 11.5.

      "Opinion of Counsel" means an opinion in writing signed by the general
corporate counsel or such other legal counsel who may be an employee of or
counsel to the Issuer. Each such opinion shall include the statements provided
for in Section 11.5, if and to the extent required thereby.

      "Original Issue Date" of any Security (or portion thereof) means the
earlier of (a) the date of such Security or (b) the date of any Security (or
portion thereof) for which such Security was issued (directly or indirectly) on
registration of transfer, exchange or substitution.

      "Original Issue Discount Security" means any Security that provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the maturity thereof pursuant to Section 5.1.

      "Outstanding" (except as otherwise provided in Section 6.8), when used
with reference to Securities, shall, subject to the provisions of Section 7.4,
mean, as of any particular time, all Securities authenticated and delivered by
the Trustee under this Indenture, except

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


                                       5
<PAGE>
      (b) Securities, or portions thereof, for the payment or redemption of
   which moneys or government obligations (as provided for in Section 10.3) in
   the necessary amount shall have been deposited in trust with the Trustee or
   with any paying agent (other than the Issuer) or shall have been set aside,
   segregated and held in trust by the Issuer for the holders of such Securities
   (if the Issuer shall act as its own paying agent), provided that if such
   Securities, or portions thereof, are to be redeemed prior to the maturity
   thereof, notice of such redemption shall have been given as herein provided,
   or provision satisfactory to the Trustee shall have been made for giving such
   notice; and

      (c) Securities in substitution for which other Securities shall have been
   authenticated and delivered, or which shall have been paid, pursuant to the
   terms of Section 2.9 (except with respect to any such Security as to which
   proof satisfactory to the Trustee and the Issuer is presented that such
   Security is held by a person in whose hands such Security is a legal, valid
   and binding obligation of the Issuer).

            In determining whether the Holders of the requisite principal amount
of Outstanding Securities of any or all series have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, the principal
amount of an Original Issue Discount Security that shall be deemed to be
Outstanding for such purposes shall be the amount of the principal thereof that
would be due and payable as of the date of such determination upon a declaration
of acceleration of the maturity thereof pursuant to Section 5.1.

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

            "principal", whenever used with reference to the Securities or any
Security or any portion thereof, shall be deemed to include "and premium, if
any".

            "Real Property" means any real property, and any building, structure
or other facility thereon, located within the United States (other than its
territories or possessions) owned by the Issuer or any Subsidiary the


                                       6
<PAGE>
gross book value (without deduction of any depreciation reserves) of which on
the date as of which the determination is being made exceeds 1% of Consolidated
Stockholders' Equity, other than any such real property, building, structure or
other facility or portion thereon, that, in the opinion of the Board of
Directors, is not of material importance to the business conducted by the Issuer
and its Subsidiaries, taken as a whole.

            "Responsible Officer" when used with respect to the Trustee means
any officer within the Corporate Trust Department (or any successor group of the
Trustee) with direct responsibility for the administration of this Indenture and
also, with respect to a particular matter, any other officer to whom such matter
is referred because of such officer's knowledge and familiarity with the
particular subject.

            "Sale and Leaseback Transaction" has the meaning specified in
Section 3.7.

            "Security" or "Securities" (except as otherwise provided in Section
6.8) has the meaning stated in the first recital of this Indenture, or, as the
case may be, Securities that have been authenticated and delivered under this
Indenture.

            "Subsidiary" means any corporation of which at least a majority of
the outstanding stock having by the terms thereof ordinary voting power to elect
a majority of the directors of such corporation, irrespective of whether or not
at the time stock of any other class or classes of such corporation shall have
or might have voting power by reason of the happening of any contingency, is at
the time, directly or indirectly, owned or controlled by the Issuer or by one or
more Subsidiaries thereof, or by the Issuer and one or more Subsidiaries,
provided, however, that such term shall not include any corporation controlled
by the Issuer (herein referred to as an "Affiliated Corporation") which:

            (i) does not transact any substantial portion of its business or
regularly maintain any substantial portion of its operating assets within the
continental limits of the United States;

            (ii) is principally engaged in the business of financing (including,
without limitation, the purchase, holding, sale or discounting of or lending
upon any accounts receivable, notes, contracts, leases or other forms


                                       7
<PAGE>
of obligations) the sale or lease of merchandise, equipment or services (a) by
the Issuer, (b) by a Subsidiary (whether such sales or leases have been made
before or after the date when such corporation became a Subsidiary), (c) by
another Affiliated Corporation or (d) by any corporation prior to the time when
substantially all its assets have heretofore been or shall hereafter have been
acquired by the Issuer;

            (iii) is principally engaged in the business of owning, leasing,
dealing in or developing real property; or

            (iv) is principally engaged in the holding of stock in, and/or the
financing of operations of, an Affiliated Corporation.

            "Trustee" means the Person identified as "Trustee" in the first
paragraph hereof and, subject to the provisions of Article Six, shall also
include any successor trustee.

            "Trust Indenture Act of 1939" means the Trust Indenture Act of 1939,
as amended, as in force at the date as of which this Indenture was originally
executed; provided, however, that if the Trust Indenture Act of 1939 is amended,
then Trust Indenture Act of 1939 shall mean the Trust Indenture Act of 1939 as
so amended.

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

            "Wholly Owned Subsidiary" means a Subsidiary of which all of the
outstanding voting stock (other than directors' qualifying shares) is at the
time, directly or indirectly, owned by the Issuer and/or by one or more Wholly
Owned Subsidiaries.

            "Yield to Maturity" means the yield to maturity on a series of
securities, calculated at the time of issuance of such series, or, if
applicable, at the most recent redetermination of interest on such series, and
calculated in accordance with accepted financial practice.


                                       8
<PAGE>
                                    ARTICLE 2

                                   SECURITIES

            SECTION 2.1. Forms Generally. The Securities of each series shall be
substantially in such form (not inconsistent with this Indenture) as shall be
established by or pursuant to one or more Board Resolutions (as set forth in a
Board Resolution or, to the extent established pursuant to rather than set forth
in such Board Resolution, an Officers' Certificate detailing such establishment)
or in one or more indentures supplemental hereto, in each case with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture, and may have imprinted or otherwise
reproduced thereon such legend or legends or endorsements, not inconsistent with
the provisions of this Indenture, as may be required to comply with any law or
with any rules or regulations pursuant thereto, or with any rules of any
securities exchange or to conform to general usage, all as may be determined by
the officers executing such Securities as evidenced by their execution of the
Securities.

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

            SECTION 2.2. Form of Trustee's Certificate of Authentication. The
Trustee's certificate of authentication on all Securities shall be in
substantially the following form:

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

                                  HSBC Bank USA
                                  as Trustee


                                  By:
                                     ----------------------------
                                     Authorized Officer

                                       9
<PAGE>
            SECTION 2.3. Amount Unlimited; Issuable in Series. The aggregate
principal amount of Securities that may be authenticated and delivered under
this Indenture is unlimited.

            The Securities may be issued in one or more series. There shall be
established in or pursuant to one or more Board Resolutions of the Board of
Directors and set forth in a Board Resolution, or to the extent established
pursuant to (rather than set forth in) such Board Resolution in an Officers'
Certificate detailing such establishment, and/or established in one or more
indentures supplemental hereto, prior to the initial issuance of Securities of
any series,

            (1) the designation of the Securities of the series (which may be
      part of a series of Securities previously issued);

            (2) any limit upon the aggregate principal amount of the Securities
      of the series that may be authenticated and delivered under this Indenture
      (except for Securities authenticated and delivered upon registration and
      transfer of, or in exchange for, or in lieu of, other Securities of the
      series pursuant to Section 2.8, 2.9, 2.11 or 12.3);

            (3) any date on which the principal of, and premium, if any, on the
      Securities of the series is payable;

            (4) the rate or rates at which the Securities of the series shall
      bear interest, if any, the date or dates from which such interest shall
      accrue, on which such interest shall be payable and on which a record
      shall be taken for the determination of Holders to whom interest is
      payable and/or the method by which such rate or rates or date or dates
      shall be determined and the basis on which interest shall be calculated if
      other than a 360-day year consisting of twelve 30-day months;

            (5) the place or places where the principal of, and premium, if any,
      or any interest on Securities of the series shall be payable (if other
      than as provided in Section 3.2);

            (6) the price or prices at which, the period or periods within which
      and the terms and conditions upon which Securities of the series


                                       10
<PAGE>
      may be redeemed, in whole or in part, at the option of the Issuer,
      pursuant to any sinking fund or otherwise;

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

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

            (9) if other than the principal amount thereof, the portion of the
      principal amount of Securities of the series which shall be payable upon
      declaration of acceleration of the maturity thereof;

            (10) the currency or currencies or currency unit or currency units
      in which the Securities of that series are denominated (including but not
      limited to Dollars, any Foreign Currency or ECU) and the aggregate
      principal amount of the series which may be authenticated and delivered
      under this Indenture (except for Securities authenticated and delivered
      upon registration and transfer of, or in exchange for, or in lieu of,
      other Securities of such series pursuant to this Indenture);

            (11) if other than the currency or currencies or currency unit or
      currency units in which the Securities of that series are denominated, the
      currency or currencies or currency unit or currency units in which payment
      of the principal of, premium, if any, or interest on the Securities of
      such series shall or may be payable;

            (12) if the principal of, premium, if any, or interest on the
      Securities of such series are to be payable, at the election of the Issuer
      or a holder thereof, in a currency or currencies or currency unit or
      currency units other than that in which the Securities are denominated,
      the period or periods within which, and the terms and conditions upon
      which, such election may be made;


                                       11
<PAGE>
            (13) if the amount of payments of principal of, premium, if any, and
      interest on the Securities of the series may be determined with reference
      to an index based on a currency or currencies or currency unit or currency
      units other than that in which the Securities of the series are
      denominated, the manner in which such amount shall be determined;

            (14) whether the Securities of the series are to be convertible or
      exchangeable for other securities of the Issuer or any other Person and
      the terms and conditions thereof;

            (15) whether any of the Securities of the series will be issuable as
      Global Securities;

            (16) any trustees, depositaries, authenticating or paying agents,
      transfer agents or registrars or any other agents with respect to the
      Securities of such series; and

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

            SECTION 2.4. Authentication and Delivery of Securities. The Issuer
may deliver Securities of any series executed by the Issuer to the Trustee for
authentication together with the applicable documents referred to below in this
Section, and the Trustee shall thereupon authenticate and deliver such
Securities to or upon the order of the Issuer (contained in the Issuer Order
referred to below in this Section), or pursuant to such procedures acceptable to
the Trustee and to such recipients as may be specified from time to time by an
Issuer Order. The maturity date, Original Issue Date, interest rate and any
other terms of the Securities of such series shall be determined by or pursuant
to such Issuer Order and procedures. In authenticating such Securities and
accepting the additional responsibilities under this Indenture in relation to
such Securities the Trustee shall be entitled to receive, and (subject to
Section 6.1) shall be fully protected in conclusively relying upon:

            (1) an Issuer Order requesting such authentication and setting forth
      delivery instructions if the Securities are not to be delivered to the
      Issuer;


                                       12
<PAGE>
            (2) any Board Resolution, Officers' Certificate and/or executed
      supplemental indenture referred to in Sections 2.1 and 2.3 by or pursuant
      to which the forms and terms of the Securities were established;

            (3) an Officers' Certificate setting forth the form and terms of the
      Securities stating that the form and terms of the Securities have been
      established pursuant to Sections 2.1 and 2.3 and comply with this
      Indenture, and covering such other matters as the Trustee may reasonably
      request; and

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

                  (a) the form or forms and terms of such Securities have been
            established pursuant to Sections 2.1 and 2.3 and comply with this
            Indenture, and

                  (b) such Securities when authenticated and delivered by the
            Trustee and issued by the Issuer in the manner and subject to any
            conditions specified in such Opinion of Counsel, will constitute
            valid and legally binding obligations of the Issuer, enforceable in
            accordance with their terms, subject to bankruptcy, insolvency,
            fraudulent conveyance, reorganization, moratorium and other similar
            laws relating to or affecting creditors' rights generally, general
            equitable principles (whether considered in a proceeding in equity
            or at law) and an implied covenant of good faith and fair dealing.

            The Trustee shall have the right to decline to authenticate and
deliver any Securities under this Section if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken by the Issuer or
if the Trustee in good faith by its board of directors or board of trustees,
executive committee, or a trust committee of directors or trustees or
Responsible Officers shall determine that such action would expose the Trustee
to personal liability to existing Holders.

            If the Issuer shall establish pursuant to Section 2.3 that the
Securities of a series are to be issued in the form of one or more Global
Securities, then the Issuer shall execute and the Trustee shall, in accordance
with this Section and the Issuer Order with respect to such series,


                                       13
<PAGE>
authenticate and deliver one or more Global Securities that (i) shall represent
and shall be denominated in an amount equal to the aggregate principal amount of
all of the Securities of such series issued and not yet canceled, (ii) shall be
registered in the name of the Depositary for such Global Security or Securities
or the nominee of such Depositary, (iii) shall be delivered by the Trustee to
such Depositary or pursuant to such Depositary's instructions and (iv) shall
bear a legend substantially to the following effect: "Unless and until it is
exchanged in whole or in part for Securities in definitive registered form, this
Security may not be transferred except as a whole by the Depositary to the
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."

            Each Depositary designated pursuant to Section 2.3 must, at the time
of its designation and at all times while it serves as Depositary, be a clearing
agency registered under the Securities Exchange Act of 1934 and any other
applicable statute or regulation.

            SECTION 2.5. Execution of Securities. The Securities shall be signed
on behalf of the Issuer by the chairman of its Board of Directors, any vice
chairman of its Board of Directors, its chief executive officer, its president,
any vice president or its treasurer. Such signature may be the manual or
facsimile signature of the present or any future such officers. The seal of the
Issuer may be (but need not be) impressed, affixed, imprinted or otherwise
reproduced on the Securities and may be a facsimile thereof. Typographical and
other minor errors or defects in any such reproduction of the seal or any such
signature shall not affect the validity or enforceability of any Security that
has been duly authenticated and delivered by the Trustee.

            In case any officer of the Issuer who shall have signed any of the
Securities shall cease to be such officer before the Security so signed shall be
authenticated and delivered by the Trustee or disposed of by the Issuer, such
Security nevertheless may be authenticated and delivered or disposed of as
though the person who signed such Security had not ceased to be such officer of
the Issuer; and any Security may be signed on behalf of the Issuer by such
persons as, at the actual date of the execution of such Security, shall be the
proper officers of the Issuer, although at the date of the execution and
delivery of this Indenture any such person was not such an officer.


                                       14
<PAGE>
            SECTION 2.6. Certificate of Authentication. Only such Securities as
shall bear thereon a certificate of authentication substantially in the form
hereinbefore recited, executed by the Trustee by the manual signature of one of
its authorized officers, shall be entitled to the benefits of this Indenture or
be valid or obligatory for any purpose. Such certificate by the Trustee upon any
Security executed by the Issuer shall be conclusive evidence that the Security
so authenticated has been duly authenticated and delivered hereunder and that
the holder is entitled to the benefits of this Indenture.

            SECTION 2.7. Denomination and Date of Securities; Payments of
Interest. The Securities of each series shall be issuable as registered
securities without coupons and in denominations established as contemplated by
Section 2.3 or, if not so established, in denominations of $1,000 and any
multiple thereof. The Securities of each series shall be numbered, lettered or
otherwise distinguished in such manner or in accordance with such plan as the
officers of the Issuer executing the same may determine with the approval of the
Trustee as evidenced by the execution and authentication thereof.

            Each Security shall be dated the date of its authentication. The
Securities of each series shall bear interest, if any, from the date, and such
interest shall be payable on the dates, established as contemplated by Section
2.3.

            The person in whose name any Security of any series is registered at
the close of business on any record date applicable to a particular series with
respect to any interest payment date for such series shall be entitled to
receive the interest, if any, payable on such interest payment date
notwithstanding any registration of transfer or exchange of such Security
subsequent to the record date and prior to such interest payment date, except if
and to the extent the Issuer shall default in the payment of the interest due on
such interest payment date for such series, in which case such defaulted
interest shall be paid to the persons in whose names Outstanding Securities for
such series are registered at the close of business on a subsequent record date
(which shall be not less than five Business Days prior to the date of payment of
such defaulted interest) established by notice given by mail by or on behalf of
the Issuer to the holders of Securities not less than 15 days preceding such
subsequent record date. The term "record date" as used with respect to any
interest payment date


                                       15
<PAGE>
(except a date for payment of defaulted interest) for the Securities of any
series shall mean the date specified as such in the terms of the Securities of
such series established as contemplated by Section 2.3.


            SECTION 2.8. Registration, Transfer and Exchange. The Issuer will
keep or cause to be kept at each office or agency to be maintained for the
purpose as provided in Section 3.2 for each series of Securities a register or
registers in which, subject to such reasonable regulations as it may prescribe,
it will provide for the registration of Securities of such series and the
registration of transfer of Securities of such series. Such register shall be in
written form in the English language or in any other form capable of being
converted into such form within a reasonable time. At all reasonable times
during normal business hours such register or registers shall be open for
inspection by the Trustee.

            Upon due presentation for registration of transfer of any Security
of any series at any such office or agency to be maintained for the purpose as
provided in Section 3.2, the Issuer shall execute and the Trustee shall
authenticate and deliver in the name of the transferee or transferees a new
Security or Securities of the same series, maturity date, interest rate and
Original Issue Date in authorized denominations for a like aggregate principal
amount.

            At the option of the Holder thereof, Securities of any series
(except a Global Security) may be exchanged for a Security or Securities of such
series, maturity date, interest rate and Original Issue Date of other authorized
denominations and of a like aggregate principal amount, upon surrender of such
Securities to be exchanged at the agency of the Issuer which shall be maintained
for such purpose in accordance with Section 3.2 and upon payment, if the Issuer
shall so require, of the charges hereinafter provided. Whenever any Securities
are so surrendered for exchange, the Issuer shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive. All Securities surrendered upon any exchange or
registration of transfer provided for in this Indenture shall be promptly
canceled and destroyed by the Trustee in accordance with its normal procedures.

            All Securities presented for registration of transfer, exchange,
redemption or payment shall (if so required by the Issuer or the Trustee) be
duly endorsed by, or be accompanied by a written instrument or instruments


                                       16
<PAGE>
of transfer in form satisfactory to the Issuer and the Trustee duly executed by,
the holder or his attorney duly authorized in writing.

            The Issuer or the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any exchange or registration of transfer of Securities. No service charge
shall be made for any such transaction.

            The Issuer shall not be required to exchange or register a transfer
of (a) any Securities of any series for a period of 15 days next preceding the
first mailing of notice of redemption of Securities of such series to be
redeemed or (b) any Securities selected, called or being called for redemption,
in whole or in part, except, in the case of any Security to be redeemed in part,
the portion thereof not so to be redeemed.

            Notwithstanding any other provision of this Section 2.8, unless and
until it is exchanged in whole or in part for Securities in definitive
registered form, a Global Security representing all or a portion of the
Securities of a series may not be transferred except as a whole by the
Depositary for such series to a nominee of such Depositary or by a nominee of
such Depositary to such Depositary or any such nominee to a successor Depositary
for such series or a nominee of such successor Depositary.

            If at any time the Depositary for any Securities of a series
represented by one or more Global Securities notifies the Issuer that it is
unwilling or unable to continue as Depositary for such Securities or if at any
time the Depositary for such Securities shall no longer be eligible under
Section 2.4, the Issuer shall appoint a successor Depositary with respect to
such Securities. If a successor Depositary for such Securities is not appointed
by the Issuer within 90 days after the Issuer receives such notice or becomes
aware of such ineligibility, the Issuer's election pursuant to Section 2.3 that
such Securities be represented by one or more Global Securities shall no longer
be effective and the Issuer will execute, and the Trustee, upon receipt of an
Issuer Order for the authentication and delivery of definitive Securities of
such series, will authenticate and deliver, Securities of such series in
definitive registered form without coupons, in any authorized denominations, in
an aggregate principal amount equal to the principal amount of the Global
Security or Securities representing such Securities in exchange for such Global
Security or Securities.


                                       17
<PAGE>
            The Issuer may at any time and in its sole discretion determine that
the Securities of any series issued in the form of one or more Global Securities
shall no longer be represented by a Global Security or Securities. In such event
the Issuer will execute, and the Trustee, upon receipt of an Issuer Order for
the authentication and delivery of definitive Securities of such series, will
authenticate and deliver, Securities of such series in definitive registered
form, in any authorized denominations, in an aggregate principal amount equal to
the principal amount of the Global Security or Securities representing such
Securities, in exchange for such Global Security or Securities.

            If specified by the Issuer pursuant to Section 2.3 with respect to
Securities represented by a Global Security, the Depositary for such Global
Security may surrender such Global Security in exchange in whole or in part for
Securities of the same series in definitive registered form on such terms as are
acceptable to the Issuer and such Depositary. Thereupon, the Issuer shall
execute, and the Trustee shall authenticate and deliver, without service charge,

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

            (ii) to such Depositary a new Global Security in a denomination
      equal to the difference, if any, between the principal amount of the
      surrendered Global Security and the aggregate principal amount of
      Securities authenticated and delivered pursuant to clause (i) above.

            Upon the exchange of a Global Security for Securities in definitive
registered form, in authorized denominations, such Global Security shall be
canceled by the Trustee. Securities in definitive registered form issued in
exchange for a Global Security pursuant to this Section 2.8 shall be registered
in such names and in such authorized denominations as the Depositary for such
Global Security, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee in writing. The Trustee
shall deliver such Securities to or as directed by the Persons in whose names
such Securities are so registered.


                                       18
<PAGE>
            All Securities issued upon any registration of transfer or exchange
of Securities shall be valid obligations of the Issuer, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

            SECTION 2.9. Mutilated, Defaced, Destroyed, Lost and Stolen
Securities. In case any temporary or definitive Security shall become mutilated,
defaced or be destroyed, lost or stolen, the Issuer in its discretion may
execute, and upon the written request of any officer of the Issuer, the Trustee
shall authenticate and deliver, a new Security of the same series, maturity
date, interest rate and Original Issue Date, bearing a number or other
distinguishing symbol not contemporaneously outstanding, in exchange and
substitution for the mutilated or defaced Security, or in lieu of and
substitution for the Security so destroyed, lost or stolen. In every case the
applicant for a substitute Security shall furnish to the Issuer and to the
Trustee and any agent of the Issuer or the Trustee such security or indemnity as
may be required by them to indemnify and defend and to save each of them
harmless and, in every case of destruction, loss or theft, evidence to their
satisfaction of the destruction, loss or theft of such Security and of the
ownership thereof.

      Upon the issuance of any substitute Security, the Issuer may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Trustee) connected therewith. In case any Security which has
matured or is about to mature or has been called for redemption in full shall
become mutilated or defaced or be destroyed, lost or stolen, the Issuer may
instead of issuing a substitute Security, pay or authorize the payment of the
same (without surrender thereof except in the case of a mutilated or defaced
Security), if the applicant for such payment shall furnish to the Issuer and to
the Trustee and any agent of the Issuer or the Trustee such security or
indemnity as any of them may require to save each of them harmless, and, in
every case of destruction, loss or theft, the applicant shall also furnish to
the Issuer and the Trustee and any agent of the Issuer or the Trustee evidence
to their satisfaction of the destruction, loss or theft of such Security and of
the ownership thereof.

            Every substitute Security of any series issued pursuant to the
provisions of this Section by virtue of the fact that any such Security is


                                       19
<PAGE>
destroyed, lost or stolen shall constitute an additional contractual obligation
of the Issuer, whether or not the destroyed, lost or stolen Security shall be at
any time enforceable by anyone and shall be entitled to all the benefits of (but
shall be subject to all the limitations of rights set forth in) this Indenture
equally and proportionately with any and all other Securities of such series
duly authenticated and delivered hereunder. All Securities shall be held and
owned upon the express condition that, to the extent permitted by law, the
foregoing provisions are exclusive with respect to the replacement or payment of
mutilated, defaced or destroyed, lost or stolen Securities and shall preclude
any and all other rights or remedies notwithstanding any law or statute existing
or hereafter enacted to the contrary with respect to the replacement or payment
of negotiable instruments or other securities without their surrender.

            SECTION 2.10. Cancellation of Securities; Destruction Thereof. All
Securities surrendered for payment, redemption, registration of transfer or
exchange, or for credit against any payment in respect of a sinking or analogous
fund, if surrendered to the Issuer or any agent of the Issuer or the Trustee,
shall be delivered to the Trustee for cancellation or, if surrendered to the
Trustee, shall be canceled by it; and no Securities shall be issued in lieu
thereof except as expressly permitted by any of the provisions of this
Indenture. The Trustee shall destroy canceled Securities held by it in
accordance with its normal procedures. If the Issuer shall acquire any of the
Securities, such acquisition shall not operate as a redemption or satisfaction
of the indebtedness represented by such Securities unless and until the same are
delivered to the Trustee for cancellation.

            SECTION 2.11. Temporary Securities. Pending the preparation of
definitive Securities for any series, the Issuer may execute and the Trustee
shall authenticate and deliver temporary Securities for such series (printed,
lithographed, typewritten or otherwise reproduced, in each case in form
satisfactory to the Trustee). Temporary Securities of any series shall be
issuable as Securities, of any authorized denomination, and substantially in the
form of the definitive Securities of such series but with such omissions,
insertions and variations as may be appropriate for temporary Securities of such
series, all as may be determined by the Issuer as evidenced by the execution and
authentication thereof. Temporary Securities may contain such reference to any
provisions of this Indenture as may be appropriate. Every temporary Security
shall be executed by the Issuer and be authenticated by the Trustee upon the
same conditions and in


                                       20
<PAGE>
substantially the same manner, and with like effect, as the definitive
Securities. Without unreasonable delay the Issuer shall execute and shall
furnish definitive Securities of such series and thereupon temporary Securities
of such series may be surrendered in exchange therefor without charge at each
office or agency to be maintained by the Issuer for that purpose pursuant to
Section 3.2, and the Trustee shall authenticate and deliver in exchange for such
temporary Securities of such series a like aggregate principal amount of
definitive Securities of the same series of authorized denominations. Until so
exchanged, the temporary Securities of any series shall be entitled to the same
benefits under this Indenture as definitive Securities of such series, unless
otherwise established pursuant to Section 2.3.

                                    ARTICLE 3

                             COVENANTS OF THE ISSUER

            SECTION 3.1. Payment of Principal and Interest. The Issuer covenants
and agrees for the benefit of each series of Securities that it will duly and
punctually pay or cause to be paid the principal of, and interest on, each of
the Securities of such series (together with any additional amounts payable
pursuant to the terms of such Securities) at the place or places, at the
respective times and in the manner provided in such Securities and in this
Indenture. The interest on Securities (together with any additional amounts
payable pursuant to the terms of such Securities) shall be payable only to or
upon the written order of the Holders thereof and at the option of the Issuer
may be paid (i) by mailing checks to or upon the written order of such Holders
at their last addresses as they appear on the registry books of the Issuer or
(ii) by wire transfer to bank accounts maintained by such Holders.

            Notwithstanding any provisions of this Indenture and the Securities
of any series to the contrary, if the Issuer and a Holder of any Security so
agree or if expressly provided pursuant to Section 2.3, payments of interest on,
and any portion of the principal of, such Holder's Security (other than interest
payable at maturity or on any redemption or repayment date or the final payment
of principal on such Security) shall be made by the Paying Agent, upon receipt
from the Issuer of the immediately available funds by 10:00 a.m., New York City
time (or such other time as may be


                                       21
<PAGE>
agreed to between the Issuer and the Paying Agent), directly to the Holder of
such Security (by Federal funds wire transfer or otherwise) if the Holder has
delivered written instructions to the Trustee 15 days prior to such payment date
requesting that such payment will be so made and designating the bank account to
which such payments shall be so made and in the case of payments of principal
surrenders the same to the Trustee in exchange for a Security or Securities
aggregating the same principal amount as the unredeemed principal amount of the
Securities surrendered. The Trustee shall be entitled to rely on the last
instruction delivered by the Holder pursuant to this Section 3.1 unless a new
instruction is delivered 15 days prior to a payment date. The Issuer will
indemnify and hold each of the Trustee and any Paying Agent harmless against any
loss, liability or expense (including attorneys' fees) resulting from any act or
omission to act on the part of the Issuer or any such Holder in connection with
any such agreement or from making any payment in accordance with any such
agreement.

            SECTION 3.2. Offices for Payments, etc. The Issuer will maintain or
cause to be maintained in The City of New York, an agency where the Securities
of each series may be presented for payment, an agency where the Securities of
each series may be presented for exchange as is provided in this Indenture and,
if applicable, pursuant to Section 2.3, an agency where the Securities of each
series may be presented for registration of transfer as in this Indenture
provided.

            The Issuer will maintain or cause to be maintained in The City of
New York, an agency where notices and demands to or upon the Issuer in respect
of the Securities of any series or this Indenture may be served. The Issuer will
give to the Trustee written notice of the location of each such agency and of
any change of location thereof.

            In case the Issuer shall fail to maintain any such agency in The
City of New York, or shall fail to give such notice of the location or of any
change in the location thereof, presentations and demands may be made and
notices may be served at the Corporate Trust Office of the Trustee.

            The Issuer may from time to time designate one or more agencies
where the Securities of a series may be presented for payment, where the
Securities of that series may be presented for exchange as provided in this
Indenture and pursuant to Section 2.3 and where the Securities of that series
may be presented for registration of transfer as in this Indenture


                                       22
<PAGE>
provided, and the Issuer may from time to time rescind any such designation, as
the Issuer may deem desirable or expedient; provided, however, that no such
designation or rescission shall in any manner relieve the Issuer of its
obligation to maintain the agencies provided for in the immediately preceding
paragraphs. The Issuer will give to the Trustee prompt written notice of any
such designation or rescission thereof.

            SECTION 3.3. Appointment to Fill a Vacancy in Office of Trustee. The
Issuer, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 6.10, a Trustee, so that there
shall at all times be a Trustee with respect to each series of Securities
hereunder.

            SECTION 3.4. Paying Agents. Whenever the Issuer shall appoint a
paying agent other than the Trustee with respect to the Securities of any
series, it will cause such paying agent to execute and deliver to the Trustee an
instrument in which such agent shall agree with the Trustee, subject to the
provisions of this Section,

            (a) that it will hold all sums received by it as such agent for the
      payment of the principal of or interest, if any, on the Securities of such
      series (whether such sums have been paid to it by the Issuer or by any
      other obligor on the Securities of such series) in trust for the benefit
      of the Holders of the Securities of such series, or of the Trustee, and

            (b) that it will give the Trustee notice of any failure by the
      Issuer (or by any other obligor on the Securities of such series) to make
      any payment of the principal of or interest, if any, on the Securities of
      such series when the same shall be due and payable.

            The Issuer will, on or prior to 10:00 a.m. on each due date of the
principal of or interest on the Securities of such series, deposit with the
paying agent a sum sufficient to pay such principal or interest so becoming due,
and (unless such paying agent is the Trustee) the Issuer will promptly notify
the Trustee of any failure to take such action.

            If the Issuer shall act as its own paying agent with respect to the
Securities of any Series, it will, on or before each due date of the principal
of or interest on the Securities of such series, set aside, segregate and hold
in


                                       23
<PAGE>
trust for the benefit of the Holders of the Securities of such series a sum
sufficient to pay such principal or interest so becoming due. The Issuer will
promptly notify the Trustee of any failure to take such action.

            Anything in this Section to the contrary notwithstanding, the Issuer
may at any time, for the purpose of obtaining a satisfaction and discharge with
respect to one or more or all series of Securities hereunder, or for any other
reason, pay or cause to be paid to the Trustee all sums held in trust for any
such series by the Issuer or any paying agent hereunder, as required by this
Section, such sums to be held by the Trustee upon the trusts herein contained.

            Anything in this Section to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section is subject to the
provisions of Sections 10.4 and 10.5.

            SECTION 3.5. Written Statement to Trustee. The Issuer will deliver
to the Trustee, within 120 days after the end of each fiscal year, commencing
with the fiscal year in which the Securities are first issued, a written
statement, signed by two of its officers (which need not comply with Section
11.5), stating that in the course of the performance of their duties as officers
of the Issuer they would normally have knowledge of any default by the Issuer in
the performance or fulfillment of any covenant, agreement or condition contained
in this Indenture, stating whether or not they have knowledge of any such
default and, if so, specifying each such default of which the signers have
knowledge and the nature thereof.

            SECTION 3.6. Limitation on Mortgages and Liens. The Issuer shall not
at any time, directly or indirectly, create or assume and shall not cause or
permit a Subsidiary, directly or indirectly, to create or assume, otherwise than
in favor of the Issuer or a Wholly Owned Subsidiary, any mortgage, pledge or
other lien or encumbrance upon any Real Property or upon any stock or
indebtedness of any Subsidiary, whether now owned or hereafter acquired, without
making effective provision (and the Issuer covenants that in such case it will
make or cause to be made effective provision) whereby the Securities and any
other indebtedness of the Issuer then entitled thereto shall be secured by such
mortgage, pledge, lien or encumbrance equally and ratably with any and all other
obligations and indebtedness thereby secured, so long as any such other
obligations and


                                       24
<PAGE>
indebtedness shall be so secured; provided, however, that the foregoing covenant
shall not be applicable to the following:

            (a)(i) any mortgage, pledge or other lien or encumbrance existing as
of the date of this Indenture, or (ii) any mortgage, pledge or other lien or
encumbrance on any property hereafter acquired or constructed by the Issuer or a
1Subsidiary, or on which property so constructed is located, and created prior
to, contemporaneously with or within 180 days after, such acquisition or
construction or the commencement of commercial operation of such property to
secure or provide for the payment of any part of the purchase or construction
price of such property, or (iii) the acquisition by the Issuer or a Subsidiary
of such property subject to any mortgage, pledge, or other lien or encumbrance
upon such property existing at the time of acquisition thereof, whether or not
assumed by the Issuer or such Subsidiary, or (iv) any mortgage, pledge, or other
lien or encumbrance existing on the property, shares of stock or indebtedness of
a corporation at the time such corporation shall become a Subsidiary, or (v) any
conditional sales agreement or other title retention agreement with respect to
any property hereafter acquired or constructed; provided that the lien of any
such mortgage, pledge or other lien does not spread to property owned prior to
such acquisition or construction or to other property thereafter acquired or
constructed other than additions to such acquired or constructed property and
other than property on which property so constructed is located, and provided,
further, that if a firm commitment from a bank, insurance company or other
lender or investor (not including the Issuer, a Subsidiary or an Affiliate of
the Issuer) for the financing of the acquisition or construction of property is
made prior to, contemporaneously with or within the 180 day period hereinabove
referred to, the applicable mortgage, pledge, lien or encumbrance shall be
deemed to be permitted by this subsection (a) whether or not created or assumed
within such period;

            (b) any mortgage, pledge or other lien or encumbrance created for
the sole purpose of extending, renewing or refunding any mortgage, pledge, lien
or encumbrance permitted by subsection (a) of this Section; provided, however,
that the principal amount of indebtedness secured thereby shall not exceed the
principal amount of the indebtedness being extended, renewed or refunded and
that such extension, renewal or refunding of any mortgage, pledge, lien or
encumbrance shall be limited to all or any part of the same property that
secured the mortgage, pledge or other lien or encumbrance extended, renewed or
refunded;


                                       25
<PAGE>
            (c) liens for taxes or assessments or governmental charges or levies
not then due and delinquent or the validity of which is being contested in good
faith, and against which an adequate reserve has been established; pledges or
deposits to secure public or statutory obligations or to secure performance in
connection with bids or contracts; materialmen's, mechanics', carrier's,
workmen's, repairmen's or other like liens, or deposits to obtain the release of
such liens; deposits to secure surety, stay, appeal or customs bonds; liens
created by or resulting from any litigation or legal proceeding which is
currently being contested in good faith by appropriate proceedings; licenses or
leases or patents, trademarks or trade names; leases and liens, rights of
reverter and other possessory rights of the lessor thereunder; zoning
restrictions, easements, rights-of-way or other restrictions on the use of real
property or minor irregularities in the title thereto; and any other liens and
encumbrances similar to those described in this subsection, the existence of
which does not, in the opinion of the Issuer, materially impair the use by the
Issuer or a Subsidiary of the affected property in the operation of the business
of the Issuer or a Subsidiary, or the value of such property for the purposes of
such business;

            (d) any contracts for production, research or development with or
for the Government, directly or indirectly, providing for advance, partial or
progress payments on such contracts and for a lien, paramount to all other
liens, upon money advanced or paid pursuant to such contracts, or upon any
material or supplies in connection with the performance of such contracts to
secure such payments to the Government; and liens or other evidences of interest
in favor of the Government, paramount to all other liens, on any equipment,
tools, machinery, land or buildings hereafter constructed, installed or
purchased by the Issuer or a Subsidiary primarily for the purpose of
manufacturing or providing any product or performing any development work,
directly or indirectly, for the Government to secure indebtedness incurred and
owing to the Government for the construction, installation or purchase of such
equipment, tools, machinery, land or buildings. For the purpose of this
subsection (d), "Government" shall mean the Government of the United States of
America and any department or agency thereof;

            (e) any mortgage, pledge or other lien or encumbrance created after
the date of this Indenture on any property leased to or purchased by the Issuer
or a Subsidiary after that date and securing, directly


                                       26
<PAGE>
or indirectly, obligations issued by a State, a territory or a possession of the
United States, or any political subdivision of any of the foregoing, or the
District of Columbia, to finance the cost of acquisition or cost of construction
of such property, provided that the interest paid on such obligations is
entitled to be excluded from gross income of the recipient pursuant to Section
103 of the Code (or any successor to such provision) as in effect at the time of
the issuance of such obligations;

            (f) any pledge of notes, chattel mortgages, leases, accounts
receivable, trade acceptances and other paper arising in the ordinary course of
business, out of installment or conditional sales to or by, or other
transactions involving title retention with, distributors, dealers or other
customers, of merchandise, equipment or services; and

            (g) any mortgage, pledge or other lien or encumbrance not otherwise
permitted under this Section, provided the aggregate amount of indebtedness
secured by all such mortgages, pledges, liens or encumbrances, together with the
Attributable Debt in respect of Sale and Leaseback Transactions not otherwise
permitted except under Section 3.7(a) does not exceed the greater of
$250,000,000 or 5% of Consolidated Stockholders' Equity.

            SECTION 3.7. Limitation on Sale and Leaseback Transactions. The
Issuer shall not, and shall not permit any Subsidiary to, sell or transfer
(except to the Issuer or one or more Wholly Owned Subsidiaries, or both) any
Real Property with the intention of taking back a lease of such property other
than a lease for a temporary period (not exceeding 36 months) with the intent
that the use by the Issuer or such Subsidiary of such property will be
discontinued on or before the expiration of such period (herein referred to as a
"Sale and Leaseback Transaction") unless either:

            (a) the sum of the Attributable Debt with respect to property
involved in Sale and Leaseback Transactions not otherwise permitted under this
Section plus the aggregate amount of indebtedness secured by all mortgages,
pledges, liens and encumbrances not otherwise permitted except under Section
3.6(g) does not exceed the greater of $250,000,000 or 5% of Consolidated
Stockholders' Equity, or


                                       27
<PAGE>
            (b) the Issuer within 120 days after the sale or transfer shall have
been made by the Issuer or by any such Subsidiary applies an amount equal to the
greater of (i) the net proceeds of the sale of the Real Property sold and leased
back pursuant to such arrangement or (ii) the fair market value of the Real
Property sold and leased back at the time of entering into such arrangement
(which may be conclusively determined by the Board of Directors) to the
retirement of the Securities or other Funded Debt of the Company ranking on a
parity with the Securities; provided, that the amount required to be applied to
the retirement of outstanding Securities or other Funded Debt of the Issuer
pursuant to this clause (b) shall be reduced by (1) the principal amount of any
Securities delivered within 120 days after such sale to the Trustee for
retirement and cancellation, and (2) the principal amount of any other Funded
Debt of the Issuer ranking on a parity with the Securities voluntarily retired
by the Issuer within 120 days after such sale, whether or not any such
retirement of Funded Debt shall be specified as being made pursuant to this
clause (b). Notwithstanding the foregoing, no retirement referred to in this
clause (b) may be effected by payment at maturity or pursuant to any mandatory
sinking fund payment or any mandatory prepayment provision.

                                    ARTICLE 4

                    SECURITYHOLDERS' LISTS AND REPORTS BY THE
                             ISSUER AND THE TRUSTEE

            SECTION 4.1. Issuer to Furnish Trustee Information as to Names and
Addresses of Securityholders. The Issuer covenants and agrees that it will
furnish or cause to be furnished to the Trustee a list in such form as the
Trustee may reasonably require of the names and addresses of the holders of the
Securities of each series:

            (a) semiannually and not more than 15 days after each record date
      for the payment of interest on such Securities, as hereinabove specified,
      as of such record date and on dates to be determined pursuant to Section
      2.3 for non-interest bearing securities in each year, and

            (b) at such other times as the Trustee may request in writing,
      within 30 days after receipt by the Issuer of any such


                                       28
<PAGE>
      request as of a date not more than 15 days prior to the time such
      information is furnished,

provided that if and so long as the Trustee shall be the Security registrar for
such series, such list shall not be required to be furnished.

            SECTION 4.2. Preservation and Disclosure of Securityholders' Lists.
(a) The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the holders of
each series of Securities (i) contained in the most recent list furnished to it
as provided in Section 4.1 or (ii) received by it in the capacity of Security
registrar for such series, if so acting. The Trustee may destroy any list
furnished to it as provided in Section 4.1 upon receipt of a new list so
furnished.

            (b) In case three or more holders of Securities (hereinafter
referred to as "applicants") apply in writing to the Trustee and furnish to the
Trustee reasonable proof that each such applicant has owned a Security for a
period of at least six months preceding the date of such application, and such
application states that the applicants desire to communicate with other holders
of Securities of a particular series (in which case the applicants must all hold
Securities of such series) or with Holders of all Securities with respect to
their rights under this Indenture or under such Securities and such application
is accompanied by a copy of the form of proxy or other communication which such
applicants propose to transmit, then the Trustee shall, within five business
days after the receipt of such application, at its election, either

            (i) afford to such applicants access to the information preserved at
      the time by the Trustee in accordance with the provisions of subsection
      (a) of this Section, or

            (ii) inform such applicants as to the approximate number of holders
      of Securities of such series or all Securities, as the case may be, whose
      names and addresses appear in the information preserved at the time by the
      Trustee, in accordance with the provisions of subsection (a) of this
      Section, and as to the approximate cost of mailing to such Securityholders
      the form of proxy or other communication, if any, specified in such
      application.


                                       29
<PAGE>
            If the Trustee shall elect not to afford to such applicants access
to such information, the Trustee shall, upon the written request of such
applicants, mail to each Securityholder of such series or all Securities, as the
case may be, whose name and address appears in the information preserved at the
time by the Trustee in accordance with the provisions of subsection (a) of this
Section a copy of the form of proxy or other communication which is specified in
such request, with reasonable promptness after a tender to the Trustee of the
material to be mailed and of payment, or provision for the payment, of the
reasonable expenses of mailing; otherwise the Trustee shall be relieved of any
obligation or duty to such applicants respecting their application.

            (c) Each and every holder of Securities, by receiving and holding
the same, agrees with the Issuer and the Trustee that neither the Issuer nor the
Trustee nor any agent of the Issuer or the Trustee shall be held accountable by
reason of the disclosure of any such information as to the names and addresses
of the holders of Securities in accordance with the provisions of Section 4.1 or
this Section, regardless of the source from which such information was derived,
and that the Trustee shall not be held accountable by reason of mailing any
material pursuant to a request made under subsection (b) of this Section.

            SECTION 4.3. Reports by the Issuer. The Issuer covenants to file
with the Trustee and the Commission, and transmit to Holders of Securities, such
information, documents and reports and such summaries thereof as may be required
by the Trust Indenture Act of 1939 at the times and in the manner provided
pursuant to such Act; provided that any such information, documents or reports
which the Issuer may be required to file with the Commission pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 shall be filed with
the Trustee within 15 days after the same are required to be filed with the
Commission.

            SECTION 4.4. Reports by the Trustee. (a) Within 60 days after each
May 15th, beginning with May 15, 20__, the Trustee shall transmit to the
Securityholders of each series a brief report dated as of such reporting date
that complies with Section 313(a) of the Trust Indenture Act of 1939, if such a
report is required pursuant to Section 313(a) of the Trust


                                       30
<PAGE>
Indenture Act of 1939. The Trustee also shall comply with Section 313(b) of the
Trust Indenture Act of 1939. The Trustee shall also transmit all reports as
required by Section 313(c) of the Trust Indenture Act of 1939.

            (b) A copy of each such report shall, at the time of such
transmission to Securityholders, be furnished to the Issuer and be filed by the
Trustee with each stock exchange upon which the Securities of any applicable
series are listed and also with the Commission. The Issuer agrees to notify the
Trustee with respect to any series when and as the Securities of such series
become admitted to trading on any national securities exchange.

                                    ARTICLE 5

                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                               ON EVENT OF DEFAULT

            SECTION 5.1. Event of Default Defined; Acceleration of Maturity;
Waiver of Default. "Event of Default" with respect to Securities of any series
wherever used herein, means each one of the following events which shall have
occurred and be continuing (whatever the reason for such Event of Default and
whether it shall be voluntary or involuntary or be effected by operation of law
or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

            (a) default in the payment of any installment of interest upon any
      of the Securities of such series as and when the same shall become due and
      payable, and continuance of such default for a period of 30 days;

            (b) default in the payment of all or any part of the principal of,
      or premium (if any) on, any of the Securities of such series as and when
      the same shall become due and payable either at maturity, upon redemption,
      by declaration or otherwise;

            (c) default in the payment of any sinking fund installment as and
      when the same shall become due and payable by the terms of the Securities
      of such series;


                                       31
<PAGE>
            (d) default in the performance, or breach, of any covenant or
      warranty of the Issuer in respect of the Securities of such series (other
      than a covenant or warranty in respect of the Securities of such series a
      default in whose performance or whose breach is elsewhere in this Section
      specifically dealt with), and continuance of such default or breach for a
      period of 60 days after there has been given, by registered or certified
      mail, to the Issuer by the Trustee or to the Issuer and the Trustee by the
      Holders of at least 25% in principal amount of the Outstanding Securities
      of such series, a written notice specifying such default or breach and
      requiring it to be remedied and stating that such notice is a "Notice of
      Default" hereunder;

            (e) a court having jurisdiction in the premises shall enter a decree
      or order for relief in respect of the Issuer in an involuntary case under
      any applicable bankruptcy, insolvency or other similar law now or
      hereafter in effect, or appointing a receiver, liquidator, assignee,
      custodian, trustee or sequestrator (or similar official) of the Issuer or
      for any substantial part of its property or ordering the winding up or
      liquidation of its affairs, and such decree or order shall remain unstayed
      and in effect for a period of 60 consecutive days;

            (f) the Issuer shall commence a voluntary case under any applicable
      bankruptcy, insolvency or other similar law now or hereafter in effect, or
      consent to the entry of an order for relief in an involuntary case under
      any such law, or consent to the appointment of or taking possession by a
      receiver, liquidator, assignee, custodian, trustee or sequestrator (or
      similar official) of the Issuer or for any substantial part of its
      property, or make any general assignment for the benefit of creditors; or

            (g) any other Event of Default provided in a supplemental indenture
      or resolution of the Board of Directors under which such series of
      Securities is issued or in the form of Security for such series.

If an Event of Default with respect to Securities of any series at the time
Outstanding occurs and is continuing, then, and in each and every such case,


                                       32
<PAGE>
unless the principal of all of the Securities of such series shall have already
become due and payable, either the Trustee or the Holders of not less than 25%
in aggregate principal amount of the Securities of such series then Outstanding
hereunder by notice in writing to the Issuer (and to the Trustee if given by
Securityholders), may declare the entire principal (or, if the Securities of
such series are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of such series) of all
Securities of such series and the interest accrued thereon, if any, to be due
and payable immediately, and upon any such declaration the same shall become
immediately due and payable.

            The foregoing provisions, however, are subject to the condition that
if, at any time after the principal (or, if the Securities are Original Issue
Discount Securities, such portion of the principal as may be specified in the
terms thereof) of the Securities of any series shall have been so declared due
and payable, and before any judgment or decree for the payment of the moneys due
shall have been obtained or entered as hereinafter provided, the Issuer shall
pay or shall deposit with the Trustee a sum sufficient to pay all matured
installments of interest upon all the Securities of such series and the
principal of any and all Securities of such series which shall have become due
otherwise than by acceleration (with interest upon such principal and, to the
extent that payment of such interest is enforceable under applicable law, on
overdue installments of interest, at the same rate as the rate of interest or
Yield to Maturity (in the case of Original Issue Discount Securities) specified
in the Securities of such series, to the date of such payment or deposit) and
such amount as shall be sufficient to cover reasonable compensation to the
Trustee, its agents, attorneys and counsel, and all other reasonable expenses
and liabilities incurred, and all reasonable advances made, by the Trustee
except as a result of negligence or bad faith, and if any and all Events of
Default under the Indenture with respect to the Securities of that series, other
than the non-payment of the principal of Securities of that series which shall
have become due by acceleration, shall have been cured, waived or otherwise
remedied as provided herein -- then and in every such case the holders of a
majority in aggregate principal amount of all the Securities of such series then
Outstanding, by written notice to the Issuer and to the Trustee, may waive all
defaults with respect to such series and rescind and annul such declaration and
its consequences, but no such waiver or rescission and annulment shall extend to
or shall affect any subsequent default or shall impair any right consequent
thereon.


                                       33
<PAGE>
            For all purposes under this Indenture, if a portion of the principal
of any Original Issue Discount Securities shall have been accelerated and
declared due and payable pursuant to the provisions hereof, then, from and after
such declaration, unless such declaration has been rescinded and annulled, the
principal amount of such Original Issue Discount Securities shall be deemed, for
all purposes hereunder, to be such portion of the principal thereof as shall be
due and payable as a result of such acceleration, and payment of such portion of
the principal thereof as shall be due and payable as a result of such
acceleration, together with interest, if any, thereon and all other amounts
owing thereunder, shall constitute payment in full of such Original Issue
Discount Securities.

            SECTION 5.2. Collection of Indebtedness by Trustee; Trustee May
Prove Debt. The Issuer covenants that in case (a) default shall be made in the
payment of any installment of interest on any of the Securities of any series
when such interest shall have become due and payable, and such default shall
have continued for a period of 30 days or (b) default shall be made in the
payment of all or any part of the principal of any of the Securities of any
series when the same shall have become due and payable, whether upon maturity of
the Securities of such series or upon any redemption or by declaration or
otherwise, then in either such case, upon demand of the Trustee, the Issuer will
pay to the Trustee for the benefit of the Holders of the Securities of such
series the whole amount that then shall have become due and payable on all
Securities of such series for principal or interest, as the case may be (with
interest to the date of such payment upon the overdue principal and, to the
extent that payment of such interest is enforceable under applicable law, on
overdue installments of interest at the same rate as the rate of interest or
Yield to Maturity (in the case of Original Issue Discount Securities) specified
in the Securities of such series); and in addition thereto, such further amount
as shall be sufficient to cover the costs and expenses of collection, including
reasonable compensation to the Trustee and each predecessor Trustee, their
respective agents, attorneys and counsel, and any expenses and liabilities
incurred, and all advances made, by the Trustee and each predecessor Trustee
except as a result of its negligence or bad faith.

            In case the Issuer shall fail forthwith to pay such amounts upon
such demand, the Trustee, in its own name and as trustee of an express trust,
shall be entitled and empowered to institute any action or proceedings at law or
in equity for the collection of the sums so due and unpaid, and may


                                       34
<PAGE>
prosecute any such action or proceedings to judgment or final decree, and may
enforce any such judgment or final decree against the Issuer or other obligor
upon such Securities and collect in the manner provided by law out of the
property of the Issuer or other obligor upon such Securities, wherever situated,
the moneys adjudged or decreed to be payable.

            In case there shall be pending proceedings relative to the Issuer or
any other obligor upon the Securities under Title 11 of the United States Code
or any other applicable Federal or state bankruptcy, insolvency or similar law,
or in case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or
taken possession of the Issuer or its property or such other obligor, or in case
of any other comparable judicial proceedings relative to the Issuer or other
obligor upon the Securities of any series, or to the creditors or property of
the Issuer or such other obligor, the Trustee, irrespective of whether the
principal of any Securities shall then be due and payable as therein expressed
or by declaration or otherwise and irrespective of whether the Trustee shall
have made any demand pursuant to the provisions of this Section, shall be
entitled and empowered, by intervention in such proceedings or otherwise:

            (a) to file and prove a claim or claims for the whole amount of
      principal and interest (or, if the Securities of any series are Original
      Issue Discount Securities, such portion of the principal amount as may be
      specified in the terms of such series) owing and unpaid in respect of the
      Securities of any 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 reasonable compensation to the Trustee and each
      predecessor Trustee, and their respective agents, attorneys and counsel,
      and for reimbursement of all expenses and liabilities incurred, and all
      advances made, by the Trustee and each predecessor Trustee, except as a
      result of negligence or bad faith) and of the Securityholders allowed in
      any judicial proceedings relative to the Issuer or other obligor upon the
      Securities of any series, or to the creditors or property of the Issuer or
      such other obligor,

            (b) unless prohibited by applicable law and regulations, to vote on
      behalf of the holders of the Securities of


                                       35
<PAGE>
      any series in any election of a trustee or a standby trustee in
      arrangement, reorganization, liquidation or other bankruptcy or insolvency
      proceedings or person performing similar functions in comparable
      proceedings, and

            (c) to collect and receive any moneys or other property payable or
      deliverable on any such claims, and to distribute all amounts received
      with respect to the claims of the Securityholders and of the Trustee on
      their behalf; and any trustee, receiver, or liquidator, custodian or other
      similar official is hereby authorized by each of the Securityholders to
      make payments to the Trustee, and, in the event that the Trustee shall
      consent to the making of payments directly to the Securityholders, to pay
      to the Trustee such amounts as shall be sufficient to cover reasonable
      compensation to the Trustee, each predecessor Trustee and their respective
      agents, attorneys and counsel, and all reasonable expenses and liabilities
      incurred, and all reasonable advances made, by the Trustee and each
      predecessor Trustee except as a result of negligence or bad faith and all
      other amounts due to the Trustee or any predecessor Trustee pursuant to
      Section 6.6.

            Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or vote for or accept or adopt on behalf of any
Securityholder any plan or reorganization, arrangement, adjustment or
composition affecting the Securities of any series or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Securityholder in any such proceeding except, as aforesaid, to vote for the
election of a trustee in bankruptcy or similar person.

            All rights of action and of asserting claims under this Indenture,
or under any of the Securities of any series, may be enforced by the Trustee
without the possession of any of the Securities of such series or the production
thereof on any trial or other proceedings relative thereto, and any such action
or proceedings instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment, subject to the
payment of reasonable expenses, disbursements and compensation of the Trustee,
each predecessor Trustee and their respective agents and attorneys, shall be for
the ratable benefit of the holders of the Securities in respect of which such
action was taken.


                                       36
<PAGE>
            In any proceedings brought by the Trustee (and also any proceedings
involving the interpretation of any provision of this Indenture to which the
Trustee shall be a party) the Trustee shall be held to represent all the holders
of the Securities in respect to which such action was taken, and it shall not be
necessary to make any holders of such Securities parties to any such
proceedings.

            SECTION 5.3. Application of Proceeds. Any moneys collected by the
Trustee pursuant to this Article in respect of any series shall be applied in
the following order at the date or dates fixed by the Trustee and, in case of
the distribution of such moneys on account of principal or interest, upon
presentation of the several Securities in respect of which monies have been
collected and stamping (or otherwise noting) thereon the payment, or issuing
Securities of such series in reduced principal amounts in exchange for the
presented Securities of like series if only partially paid, or upon surrender
thereof if fully paid:

            FIRST: To the payment of costs and expenses applicable to such
      series in respect of which monies have been collected, including
      reasonable compensation to the Trustee and each predecessor Trustee and
      their respective agents and attorneys and of all reasonable expenses and
      liabilities incurred, and all reasonable advances made, by the Trustee and
      each predecessor Trustee except as a result of negligence or bad faith,
      and all other amounts due to the Trustees or any predecessor Trustee
      pursuant to Section 6.6;

            SECOND: In case the principal of the Securities of such series in
      respect of which moneys have been collected shall not have become and be
      then due and payable, to the payment of interest on the Securities of such
      series in default in the order of the maturity of the installments of such
      interest, with interest (to the extent that such interest has been
      collected by the Trustee) upon the overdue installments of interest at the
      same rate as the rate of interest or Yield to Maturity (in the case of
      Original Issue Discount Securities) specified in such Securities, such
      payments to be made ratably to the persons entitled thereto, without
      discrimination or preference;


                                       37
<PAGE>
            THIRD: In case the principal of the Securities of such series in
      respect of which moneys have been collected shall have become and shall be
      then due and payable, to the payment of the whole amount then owing and
      unpaid upon all the Securities of such series for principal and interest,
      with interest upon the overdue principal, and (to the extent that such
      interest has been collected by the Trustee) upon overdue installments of
      interest at the same rate as the rate of interest or Yield to Maturity (in
      the case of Original Issue Discount Securities) specified in the
      Securities of such series; and in case such moneys shall be insufficient
      to pay in full the whole amount so due and unpaid upon the Securities of
      such series, then to the payment of such principal and interest or Yield
      to Maturity, without preference or priority of principal over interest or
      Yield to Maturity, or of interest or Yield to Maturity over principal, or
      of any installment of interest over any other installment of interest, or
      of any Security of such series over any other Security of such series,
      ratably to the aggregate of such principal and accrued and unpaid interest
      or Yield to Maturity; and

            FOURTH: To the payment of the remainder, if any, to the Issuer or
      any other person lawfully entitled thereto.

            SECTION 5.4. Suits for Enforcement. In case an Event of Default has
occurred, has not been waived and is continuing, the Trustee may in its
discretion (but shall not be obligated to) proceed to protect and enforce the
rights vested in it by this Indenture by such appropriate judicial proceedings
as the Trustee shall deem most effectual to protect and enforce any of such
rights, either at law in equity or in bankruptcy or otherwise, whether for the
specific enforcement of any covenant or agreement contained in this Indenture or
in aid of the exercise of any power granted in this Indenture or to enforce any
other legal or equitable right vested in the Trustee by this Indenture or by
law.

            SECTION 5.5. Restoration of Rights on Abandonment of Proceedings. In
case the Trustee shall have proceeded to enforce any right under this Indenture
and such proceedings shall have been discontinued or abandoned for any reason,
or shall have been determined adversely to the Trustee, then and in every such
case the Issuer and the Trustee shall be restored respectively to their former
positions and rights hereunder, and all


                                       38
<PAGE>
rights, remedies and powers of the Issuer, the Trustee and the Securityholders
shall continue as though no such proceedings had been taken.

            SECTION 5.6. Limitations on Suits by Securityholders. No holder of
any Security of any series shall have any right by virtue or by availing of any
provision of this Indenture to institute any action or proceeding at law or in
equity or in bankruptcy or otherwise upon or under or with respect to this
Indenture, or for the appointment of a trustee, receiver, liquidator, custodian
or other similar official or for any other remedy hereunder, unless such holder
previously shall have given to the Trustee written notice of default and of the
continuance thereof, as hereinbefore provided, and unless also the holders of
not less than 25% in aggregate principal amount of the Securities of such series
then outstanding shall have made written request upon the Trustee to institute
such action or proceedings in its own name as trustee hereunder and shall have
offered to the Trustee such reasonable indemnity as it may require against the
costs, expenses and liabilities to be incurred therein or thereby and the
Trustee for 60 days after its receipt of such notice, request and offer of
indemnity shall have failed to institute any such action or proceeding and no
direction inconsistent with any such action or proceeding and no direction
inconsistent with such written request shall have been given to the Trustee
pursuant to Section 5.9; it being understood and intended, and being expressly
covenanted by the taker and Holder of every Security with every other taker and
Holder and the Trustee, that no one or more Holders of Securities of any series
shall have any right in any manner whatever by virtue or by availing of any
provision of this Indenture to affect, disturb or prejudice the rights of any
other such Holder of Securities, or to obtain or seek to obtain priority over or
preference to any other such Holder or to enforce any right under this
Indenture, except in the manner herein provided and for the equal, ratable and
common benefit of all Holders of Securities of the applicable series. For the
protection and enforcement of the provisions of this Section, each and every
Securityholder and the Trustee shall be entitled to such relief as can be given
either at law or in equity.

            SECTION 5.7. Unconditional Right of Securityholders to Institute
Certain Suits. Notwithstanding any other provision in this Indenture and any
provision of any Security, the right of any Holder of any Security to receive
payment of the principal of and interest on such Security on or after the
respective due dates expressed in such Security, or to institute


                                       39
<PAGE>
suit for the enforcement of any such payment on or after such respective dates,
shall not be impaired or affected without the consent of such Holder.

            SECTION 5.8. Powers and Remedies Cumulative; Delay or Omission Not
Waiver of Default. Except as otherwise provided in Section 5.6 and with respect
to the replacement or payment of mutilated, defaced or destroyed, lost or stolen
Securities in the last sentence of Section 2.9, no right or remedy herein
conferred upon or reserved to the Trustee or to the holders of Securities 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.

            No delay or omission of the Trustee or of any holder of Securities
to exercise any right or power accruing upon any Event of Default occurring and
continuing as aforesaid shall impair any such right or power or shall be
construed to be a waiver of any such Event of Default or an acquiescence
therein; and, subject to Section 5.6, every power and remedy given by this
Indenture or by law to the Trustee or to the holders of Securities may be
exercised from time to time, and as often as shall be deemed expedient, by the
Trustee or by the holders of Securities.

            SECTION 5.9. Control by Holders of Securities. The Holders of a
majority in aggregate principal amount of the Securities of any series at the
time Outstanding shall have the right to direct the time, method, and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee with respect to the Securities of
such series by this Indenture; provided that such direction shall not be
otherwise than in accordance with law and the provisions of this Indenture and
provided further that (subject to the provisions of Section 6.1) the Trustee
shall have the right to decline to follow any such direction if the Trustee,
being advised by counsel, shall determine that the action or proceeding so
directed may not lawfully be taken or if the Trustee in good faith by its board
of directors, the executive committee, or a trust committee of directors or
Responsible Officers of the Trustee shall determine that the action or
proceedings so directed would involve the Trustee in personal liability or if
the Trustee in good faith shall so determine


                                       40
<PAGE>
that the actions or forebearances specified in or pursuant to such direction
would be unduly prejudicial to the interests of Holders of the Securities of any
series not joining in the giving of said direction, it being understood that
(subject to Section 6.1) the Trustee shall have no duty to ascertain whether or
not such actions or forebearances are unduly prejudicial to such Holders.

            Nothing in this Indenture shall impair the right of the Trustee in
its discretion to take any action deemed proper by the Trustee and which is not
inconsistent with such direction or directions by Securityholders.

            SECTION 5.10. Waiver of Past Defaults. Subject to Section 5.1, prior
to the declaration of the acceleration of the maturity of the Securities of any
series as provided in Section 5.1, the Holders of a majority in aggregate
principal amount of the Securities of such series at the time Outstanding may on
behalf of the Holders of all the Securities of such series waive any past
default or Event of Default described in clause (d), (e), (f) or (g) of Section
5.1 with respect to such series and its consequences except a default in respect
of a covenant or provision hereof which cannot be modified or amended without
the consent of the Holder of each Security affected. In the case of any such
waiver, the Issuer, the Trustee and the Holders of the Securities of such series
shall be restored to their former positions and rights hereunder, respectively;
but no such waiver shall extend to any subsequent or other default or impair any
right consequent thereon.

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

            The Issuer may, in the circumstances permitted by the Trust
Indenture Act of 1939, fix any day as the record date for the purpose of
determining the Holders of Securities of any series entitled to give or take any
request, demand, authorization, direction, notice, consent, waiver or other
action, or to vote on any action, authorized or permitted to be given or taken
by Holders of Securities of such series under Section 5.9 or this Section. If
not set by the Issuer prior to the first solicitation of a Holder of Securities
of such series made by any Person in respect of any such action, or, in the case
of any such vote, prior to such vote, the record date for any such action


                                       41
<PAGE>
or vote shall be the 30th day (or, if later, the date of the most recent list of
Holders required to be provided pursuant to Section 4.1) prior to such first
solicitation or vote, as the case may be. With regard to any record date for
action to be taken by the Holders of one or more series of Securities, only the
Holders of Securities of such series on such date (or their duly designated
proxies) shall be entitled to give or take, or vote on, the relevant action.

            SECTION 5.11. Trustee to Give Notice of Default. The Trustee shall,
within ninety days after the occurrence of a default with respect to the
Securities of any series, give notice of all defaults with respect to that
series actually known to a Responsible Officer of the Trustee to all Holders of
then Outstanding Securities of that series, by mailing such notice to such
Holders at their addresses as they shall appear in the registry books, unless in
each case such defaults shall have been cured before the mailing or publication
of such notice (the term "defaults" for the purpose of this Section being hereby
defined to mean any event or condition which is, or with notice or lapse of time
or both would become, an Event of Default).

            SECTION 5.12. Right of Court to Require Filing of Undertaking to Pay
Costs. All parties to this Indenture agree, and each Holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken, suffered
or omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Securityholder or group of
Securityholders of any series holding in the aggregate more than 10% in
aggregate principal amount of the Securities Outstanding of such series, or to
any suit instituted by any Securityholder for the enforcement of the payment of
the principal of or interest on any Security on or after the due date expressed
in such Security.


                                       42
<PAGE>
                                    ARTICLE 6

                             CONCERNING THE TRUSTEE

            SECTION 6.1. Duties and Responsibilities of the Trustee; During
Default; Prior to Default. With respect to the Holders of any series of
Securities issued hereunder, the Trustee, prior to the occurrence of an Event of
Default with respect to the Securities of a particular series and after the
curing or waiving of all Events of Default which may have occurred with respect
to such series, undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture. In case an Event of Default actually
known to a Responsible Officer of the Trustee with respect to the Securities of
a series has occurred (which has not been cured or waived) the Trustee shall
exercise such of the rights and powers vested in it by this Indenture, and use
the same degree of care and skill in their exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.

            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

            (a) prior to the occurrence of an Event of Default with respect to
      the Securities of any series and after the curing or waiving of all such
      Events of Default with respect to such series which may have occurred:

                  (i) the duties and obligations of the Trustee with respect to
            the Securities of any Series shall be determined solely by the
            express provisions of this Indenture, and the Trustee shall not be
            liable except for the performance of such duties and obligations as
            are specifically set forth in this Indenture, and no implied
            covenants or obligations shall be read into this Indenture against
            the Trustee; and

                  (ii) in the absence of bad faith on the part of the Trustee,
            the Trustee may conclusively rely,


                                       43
<PAGE>
            as to the truth of the statements and the correctness of the
            opinions expressed therein, upon any certificates or opinions
            furnished to the Trustee and conforming to the requirements of this
            Indenture; but in the case of any such certificates or opinions
            which by any provision hereof are specifically required to be
            furnished to the Trustee, the Trustee shall be under a duty only to
            examine the same on their face to determine whether or not they
            conform to the requirements of this Indenture;

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

            (c) the Trustee shall not be liable with respect to any action taken
      or omitted to be taken by it in good faith in accordance with the
      direction of the holders pursuant to Section 5.9 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.

            None of the provisions contained in this Indenture shall require the
Trustee to expend or risk funds or otherwise incur personal financial liability
in the performance of any of its duties or in the exercise of any of its rights
or powers, if, in its opinion, there shall be reasonable ground for believing
that the repayment of such funds or adequate indemnity against such liability is
not reasonably assured to it.

            SECTION 6.2. Certain Rights of the Trustee. Subject to Section 6.1:

            (a) the Trustee may conclusively rely and shall be fully protected
      in acting or refraining from acting upon any resolution, Officers'
      Certificate or any other certificate, statement, instrument, opinion,
      report, notice, request, consent, order, bond, debenture, note, security
      or other paper or


                                       44
<PAGE>
      document believed by it to be genuine and to have been signed or presented
      by the proper party or parties;

            (b) any request, direction, order or demand of the Issuer mentioned
      herein shall be sufficiently evidenced by an Officers' Certificate (unless
      other evidence in respect thereof be herein specifically prescribed); and
      any resolution of the Board of Directors may be evidenced to the Trustee
      by a copy thereof certified by the secretary or an assistant secretary of
      the Issuer;

            (c) the Trustee may consult with counsel (at the expense of the
      Issuer) who may be counsel to the Issuer and any advice or Opinion of
      Counsel shall be full and complete authorization and protection in respect
      of any action taken, suffered or omitted to be taken by it hereunder in
      good faith and in accordance with such advice or Opinion of Counsel;

            (d) the Trustee shall be under no obligation to exercise any of the
      trusts or powers vested in it by this Indenture at the request, order or
      direction of any of the Securityholders pursuant to the provisions of this
      Indenture, unless such Securityholders shall have offered to the Trustee
      indemnity satisfactory to it against the costs, expenses and liabilities
      which might be incurred therein or thereby;

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

            (f) prior to the occurrence of an Event of Default hereunder and
      after the curing or waiving of all Events of Default, the Trustee shall
      not be bound to make any investigation into the facts or matters stated in
      any resolution, certificate, statement, instrument, opinion, report,
      notice, request, consent, order, approval, appraisal, bond, debenture,
      note, security, or other paper or document unless requested in writing so
      to do by the holders of not less than a majority in aggregate principal
      amount of the Securities of all series affected then outstanding; provided
      that, if the payment within


                                       45
<PAGE>
      a reasonable time to the Trustee of the costs, expenses or liabilities
      likely to be incurred by it in the making of such investigation is, in the
      opinion of the Trustee, not reasonably assured to the Trustee, the Trustee
      may require indemnity satisfactory to it against such expenses or
      liabilities as a condition to proceeding; the reasonable expenses of every
      such investigation shall be paid by the Issuer or, if paid by the Trustee
      or any predecessor trustee, shall be repaid by the Issuer upon demand;

            (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 not regularly in its employ and the Trustee shall not be
      responsible for any misconduct or negligence on the part of any such agent
      or attorney appointed with due care by it hereunder; and

            (h) The Trustee shall not be charged with knowledge of any default
      or Event of Default unless a Responsible Officer of the Trustee (i) has
      actual knowledge of such Default or Event of Default or (ii) the Trustee
      has been notified in writing by the Issuer or any Holder of Securities.

            SECTION 6.3. Trustee Not Responsible for Recitals, Disposition of
Securities or Application of Proceeds Thereof. The recitals contained herein and
in the Securities, except the Trustee's certificates of authentication, shall be
taken as the statements of the Issuer, and the Trustee assumes no responsibility
for the correctness of the same. The Trustee makes no representation as to the
validity or sufficiency of this Indenture or of the Securities. The Trustee
shall not be accountable for the use or application by the Issuer of any of the
Securities or of the proceeds thereof.

            SECTION 6.4. Trustee and Agents May Hold Securities; Collections,
etc. The Trustee or any agent of the Issuer or the Trustee, in its individual or
any other capacity, may become the owner or pledgee of Securities with the same
rights it would have if it were not the Trustee or such agent and, subject to
Sections 6.8 and 6.13, if operative, may otherwise deal with the Issuer and
receive, collect, hold and retain collections from the


                                       46
<PAGE>
Issuer with the same rights it would have if it were not the Trustee or such
agent.

            SECTION 6.5. Moneys Held by Trustee. Subject to the provisions of
Section 10.5 hereof, all moneys received by the Trustee shall, until used or
applied as herein provided, be held in trust for the purposes for which they
were received, but need not be segregated from other funds except to the extent
required by mandatory provisions of law. Neither the Trustee nor any agent of
the Issuer or the Trustee shall be under any liability for interest on any
moneys received by it hereunder.

            SECTION 6.6. Compensation and Indemnification of Trustee and Its
Prior Claim. The Issuer covenants and agrees to pay to the Trustee from time to
time, and the Trustee shall be entitled to, reasonable compensation (which shall
not be limited by any provision of law in regard to the compensation of a
trustee of an express trust) and the Issuer covenants and agrees to pay or
reimburse the Trustee and each predecessor Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by or on behalf
of it in connection with this Indenture (including the reasonable compensation
and the expenses and disbursements of its counsel and of all agents and other
persons not regularly in its employ) except any such expense, disbursement or
advance as may arise from its negligence or bad faith. The Issuer also covenants
to indemnify the Trustee and each predecessor Trustee, its officers, directors,
employees and agents for, and to hold it, its officers, directors, employees and
agents harmless against, any loss, liability or expense incurred without
negligence or bad faith on its part, arising out of or in connection with the
acceptance or administration of this Indenture or the trusts hereunder and its
duties hereunder, including the costs and expenses of defending itself against
or investigating any claim of liability in the premises. The obligations of the
Issuer under this Section to compensate and indemnify the Trustee and each
predecessor Trustee and to pay or reimburse the Trustee and each predecessor
Trustee for expenses, disbursements and advances shall constitute additional
indebtedness hereunder and shall survive the satisfaction and discharge of this
Indenture. Such additional indebtedness shall be a senior claim to that of the
Securities upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the benefit of the holders of particular
Securities, and the Securities are hereby subordinated to such senior claim.


                                       47
<PAGE>
            Whenever the Trustee incurs any fees or expenses (including the fees
and expenses of its counsel) in connection with a Default or an Event of Default
under Section 5.1 hereof, those fees and expenses are intended to constitute
administrative expenses under any bankruptcy law.

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

            The provisions of this Section shall survive the resignation or
removal of the Trustee and the termination of this Indenture.

            SECTION 6.7. Right of Trustee to Rely on Officers' Certificate, etc.
Subject to Sections 6.1 and 6.2, whenever in the administration of the trusts of
this Indenture the Trustee shall deem it necessary or desirable that a matter be
provided or established prior to taking or suffering or omitting any action
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of gross negligence or bad faith on
the part of the Trustee, be deemed to be conclusively provided and established
by an Officers' Certificate delivered to the Trustee, and such certificate, in
the absence of gross negligence or bad faith on the part of the Trustee, shall
be full warrant to the Trustee for any action taken, suffered or omitted by it
under the provisions of this Indenture upon the faith thereof.

            SECTION 6.8. Qualification of Trustee. The Trustee is subject to
Section 310(b) of the Trust Indenture Act of 1939 regarding disqualification of
a trustee upon acquiring any conflicting interest. In determining whether the
Trustee has a conflicting interest within the meaning of the Trust Indenture Act
with respect to Securities of any series, there shall be excluded this Indenture
with respect to Securities of any series other than such series.

            SECTION 6.9. Persons Eligible for Appointment as Trustee. The
Trustee for each series of Securities hereunder shall at all times be a
corporation organized and doing business under the laws of the United States of
America or of any state or the District of Columbia (or a Person permitted to
act as trustee by the Commission) having a combined capital and surplus


                                       48
<PAGE>
of at least $50,000,000, and which is authorized under such laws to exercise
corporate trust powers and is subject to supervision or examination by Federal,
state or District of Columbia authority. Such corporation or Person shall have a
place of business in The City of New York if there be such a corporation or
Person in such location willing to act upon reasonable and customary terms and
conditions. If such corporation or Person 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 or Person shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. Such corporation or Person shall not be and shall
represent that it is not an obligor on the Securities or a person directly or
indirectly controlling, controlled by, or under common control with such
obligor. In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, the Trustee shall resign
immediately in the manner and with the effect specified in Section 6.10.

            SECTION 6.10. Resignation and Removal; Appointment of Successor
Trustee. (a) The Trustee, or any trustee or trustees hereafter appointed, may at
any time resign with respect to one or more or all series of Securities by
giving written notice of resignation to the Issuer and, if required by
applicable law or regulations, by mailing notice of such resignation to the
Holders of then Outstanding Securities of each series affected at their
addresses as they shall appear on the registry books. Upon receiving such notice
of resignation, the Issuer shall promptly appoint a successor trustee or
trustees with respect to the applicable series by written instrument in
duplicate, executed by authority of the Board of Directors, one copy of which
instrument shall be delivered to the resigning Trustee and one copy to the
successor trustee or trustees. If no successor trustee shall have been so
appointed with respect to any series and have accepted appointment within 30
days after the mailing of such notice of resignation, the resigning trustee may
petition any court of competent jurisdiction for the appointment of a successor
trustee, or any Securityholder who has been a bona fide Holder of a Security or
Securities of the applicable series for at least six months may, subject to the
provisions of Section 5.12, on behalf of himself and all others similarly
situated, petition any such court for the appointment of a successor trustee.
Such court may thereupon, after such notice, if any, as it may deem proper and
prescribe, appoint a successor trustee.

            (b) In case at any time any of the following shall occur:


                                       49
<PAGE>
            (i) the Trustee shall fail to comply with the provisions of Section
      6.8 with respect to any series of Securities after written request
      therefor by the Issuer or by any Securityholder who has been a bona fide
      Holder of a Security or Securities of such series for at least six months;
      or

            (ii) the Trustee shall cease to be eligible in accordance with the
      provisions of Section 6.9 and shall fail to resign after written request
      therefor by the Issuer or by any Securityholder; or

            (iii) the Trustee shall become incapable of acting with respect to
      any series of Securities, or shall be adjudged a bankrupt or insolvent, or
      a receiver or liquidator 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, the Issuer may remove the Trustee with respect to the
applicable series of Securities and appoint a successor trustee for such series
by written instrument, in duplicate, executed by order of the Board of Directors
of the Issuer, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee, or, subject to the provisions of
Section 5.12, any Securityholder who has been a bona fide Holder of a Security
or Securities of such series for at least six months may on behalf of himself
and all others similarly situated, petition any court of competent jurisdiction
for the removal of the Trustee and the appointment of a successor trustee with
respect to such series. Such court may thereupon, after such notice, if any, as
it may deem proper and prescribe, remove the Trustee and appoint a successor
trustee.

            (c) The Holders of a majority in aggregate principal amount of the
Securities of each series at the time outstanding may at any time remove the
Trustee with respect to Securities of such series and appoint a successor
trustee with respect to the Securities of such series by delivering to the
Trustee so removed, to the successor trustee so appointed and to the Issuer the
evidence provided for in Section 7.1 of the action in that regard taken by the
Securityholders.


                                       50
<PAGE>
            (d) Any resignation or removal of the Trustee with respect to any
series and any appointment of a successor trustee with respect to such series
pursuant to any of the provisions of this Section 6.10 shall become effective
upon acceptance of appointment by the successor trustee as provided in Section
6.11.

            (e) The retiring Trustee shall not be liable for the acts or
omissions of any successor Trustee hereunder.

            (f) Upon appointment of any successor Trustee, all fees, charges and
expenses of the retiring Trustee shall be paid.

            SECTION 6.11. Acceptance of Appointment by Successor Trustee. Any
successor trustee appointed as provided in Section 6.10 shall execute and
deliver to the Issuer and to its predecessor trustee an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee with respect to all or any applicable series shall become
effective and such successor trustee, without any further act, deed or
conveyance, shall become vested with all rights, powers, duties and obligations
with respect to such series of its predecessor hereunder, with like effect as if
originally named as trustee for such series hereunder; but, nevertheless, on the
written request of the Issuer or of the successor trustee, upon payment of its
charges then unpaid, the trustee ceasing to act shall, subject to Section 10.5,
pay over to the successor trustee all moneys at the time held by it hereunder
and shall execute and deliver an instrument which, subject to Section 6.6, need
not include an indemnity by the Issuer, transferring to such successor trustee
all such rights, powers, duties and obligations. Upon request of any such
successor trustee, the Issuer shall execute any and all instruments in writing
for more fully and certainly vesting in and confirming to such successor trustee
all such rights and powers. Any trustee ceasing to act shall, nevertheless,
retain a prior claim upon all property or funds held or collected by such
trustee to secure any amounts then due it pursuant to the provisions of Section
6.6.

            If a successor trustee is appointed with respect to the Securities
of one or more (but not all) series, the Issuer, the predecessor Trustee and
each successor trustee with respect to the Securities of any applicable series
shall execute and deliver an indenture supplemental hereto which shall contain
such provisions as shall be deemed necessary or desirable to confirm that all
the rights, powers, trusts and duties of the predecessor Trustee with


                                       51
<PAGE>
respect to the Securities of any series as to which the predecessor Trustee is
not retiring shall continue to be vested in the predecessor Trustee, and shall
add to or change any of the provisions of this Indenture as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more
than one trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such trustees co-trustees of the same
trust and that each such trustee shall be trustee of a trust or trusts under
separate indentures.

            No successor trustee with respect to any series of Securities shall
accept appointment as provided in this Section 6.11 unless at the time of such
acceptance such successor trustee shall be qualified under the provisions of
Section 6.8 and eligible under the provisions of Section 6.9.

            Upon acceptance of appointment by any successor trustee as provided
in this Section 6.11, the Issuer shall mail notice thereof to the Holders of
Securities of each series affected, by mailing such notice to such Holders at
their addresses as they shall appear on the registry books. If the acceptance of
appointment is substantially contemporaneous with the resignation, then the
notice called for by the preceding sentence may be combined with the notice
called for by Section 6.10. If the Issuer fails to mail such notice within ten
days after acceptance of appointment by the successor trustee, the successor
trustee shall cause such notice to be mailed at the expense of the Issuer.

            SECTION 6.12. Merger, Conversion, Consolidation or Succession to
Business of Trustee. Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to the corporate trust business of the
Trustee, shall be the successor of the Trustee and all other appointments
hereunder; provided, that such corporation shall be qualified under the
provisions of Section 6.8 and eligible under the provisions of Section 6.9
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding.

            In case at the time such successor to the Trustee shall succeed to
the trusts created by this Indenture any of the Securities of any series shall
have been authenticated but not delivered, any such successor to the Trustee


                                       52
<PAGE>
may adopt the certificate of authentication of any predecessor Trustee and
deliver such Securities so authenticated; and, in case at that time any of the
Securities of any series shall not have been authenticated, any successor to the
Trustee may authenticate such Securities either in the name of any predecessor
hereunder or in the name of the successor Trustee; and in all such cases such
certificate shall have the full force which it has anywhere in the Securities of
such series or in this Indenture provided that the certificate of the Trustee
shall have; provided, that the right to adopt the certificate of authentication
of any predecessor Trustee or to authenticate Securities of any series in the
name of any predecessor Trustee shall apply only to its successor or successors
by merger, conversion or consolidation.

            SECTION 6.13. Preferential Collection of Claims Against the Issuer.
If the Trustee shall be or shall become a creditor, directly or indirectly,
secured or unsecured, of the Issuer (or any other obligor upon the securities),
the Trustee shall be subject to the provisions of the Trust Indenture Act of
1939 regarding the collection of claims against the Issuer (or any such other
obligor).

                                    ARTICLE 7

                         CONCERNING THE SECURITYHOLDERS

            SECTION 7.1. Evidence of Action Taken by Securityholders. Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by a specified percentage
in principal amount of the Securityholders of any or all series may be embodied
in and evidenced by one or more instruments of substantially similar tenor
signed by such specified percentage of Securityholders in person or by agent
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. Proof of execution of any instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture
and (subject to Sections 6.1 and 6.2) conclusive in favor of the Trustee and the
Issuer, if made in the manner provided in this Article.

            SECTION 7.2. Proof of Execution of Instruments and of Holding of
Securities. Subject to Sections 6.1 and 6.2, the execution of any


                                       53
<PAGE>
instrument by a Securityholder or his agent or proxy may be proved by the
Security register or by a certificate of the Security registrar.

            SECTION 7.3. Holders to be Treated as Owners. The Issuer, the
Trustee and any agent of the Issuer or the Trustee may deem and treat the person
in whose name any Security shall be registered upon the Security register for
such series as the absolute owner of such Security (whether or not such Security
shall be overdue and notwithstanding any notation of ownership or other writing
thereon) for the purpose of receiving payment of or on account of the principal
of and, subject to the provisions of this Indenture, interest on such Security
and for all other purposes; and neither the Issuer nor the Trustee nor any agent
of the Issuer or the Trustee shall be affected by any notice to the contrary.
All such payments so made to any such person, or upon his order, shall be valid,
and, to the extent of the sum or sums so paid, effectual to satisfy and
discharge the liability for moneys payable upon any such Security.

            SECTION 7.4. Securities Owned by Issuer Deemed Not Outstanding. In
determining whether the Holders of the requisite aggregate principal amount of
Outstanding Securities of any or all series have concurred in any direction,
consent or waiver under this Indenture, Securities which are owned by the Issuer
or any other obligor on the Securities with respect to which such determination
is being made or by any person directly or indirectly controlling or controlled
by or under direct or indirect common control with the Issuer or any other
obligor on the Securities with respect to which such determination is being made
shall be disregarded and deemed not to be Outstanding for the purpose of any
such determination, except that for the purpose of determining whether the
Trustee shall be protected in relying on any such direction, consent or waiver
only Securities which the Trustee knows are so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes the pledgee's right so to act with
respect to such Securities and that the pledgee is not the Issuer or any other
obligor upon the Securities or any person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Issuer or any
other obligor on the Securities by delivering to the Trustee an Officers'
Certificate and Opinion of Counsel to such effect. In case of a dispute as to
such right, the advice of counsel shall be full protection in respect of any
decision made by the Trustee in accordance with such advice. Upon request of the
Trustee, the Issuer shall furnish to the Trustee promptly an Officers'
Certificate listing and identifying


                                       54
<PAGE>
all Securities, if any, known by the Issuer to be owned or held by or for the
account of any of the above-described persons; and, subject to Sections 6.1 and
6.2, the Trustee shall be entitled to accept such Officers' Certificate as
conclusive evidence of the facts therein set forth and of the fact that all
Securities not listed therein are Outstanding for the purpose of any such
determination.

            SECTION 7.5. Right of Revocation of Action Taken. At any time prior
to (but not after) the evidencing to the Trustee, as provided in Section 7.1, of
the taking of any action by the Holders of the percentage in aggregate principal
amount of the Securities of any or all series, as the case may be, specified in
this Indenture in connection with such action, any Holder of a Security the
serial number of which is shown by the evidence to be included among the serial
numbers of the Securities the Holders of which have consented to such action
may, by filing written notice at the Corporate Trust Office and upon proof of
holding as provided in this Article, revoke such action so far as concerns such
Security. Except as aforesaid any such action taken by the Holder of any
Security shall be conclusive and binding upon such Holder and upon all future
Holders and owners of such Security and of any Securities issued in exchange or
substitution therefor, irrespective of whether or not any notation in regard
thereto is made upon any such Security. Any action taken by the Holders of the
percentage in aggregate principal amount of the Securities of any or all series,
as the case may be, specified in this Indenture in connection with such action
shall be conclusively binding upon the Issuer, the Trustee and the Holders of
all the Securities affected by such action.

                                    ARTICLE 8

                             SUPPLEMENTAL INDENTURES

            SECTION 8.1. Supplemental Indentures Without Consent of
Securityholders. The Issuer, when authorized by a resolution of its Board of
Directors, and the Trustee may from time to time and at any time enter into an
indenture or indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act of 1939 as in force at the date of the
execution thereof) for one or more of the following purposes:


                                       55
<PAGE>
            (a) to convey, transfer, assign, mortgage or pledge to the Trustee
      as security for the Securities of one or more series any property or
      assets;

            (b) to evidence the succession of another corporation to the Issuer,
      or successive successions, and the assumption by the successor corporation
      of the covenants, agreements and obligations of the Issuer pursuant to
      Article Nine;

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

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

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

            (f) to cure any ambiguity or to correct or supplement any provision
      contained herein or in any supplemental indenture which may be defective
      or inconsistent with any other provision contained herein or in any
      supplemental indenture; or to make such other provisions in regard to
      matters or questions arising under this Indenture or under any
      supplemental indenture as the Board of Directors may deem necessary or
      desirable and which, in the opinion of the Board of Directors, shall not
      adversely affect the interests of the Holders of the Securities;

            (g) to change or eliminate any of the provisions of this Indenture;
      provided that any such change or elimination shall become


                                       56
<PAGE>
      effective only when there is no Security Outstanding of any series created
      prior to the execution of such supplemental indenture which is adversely
      affected by such change in or elimination of such provision; and

            (h) to establish the form or terms of Securities of any series as
      permitted by Sections 2.1 and 2.3.

            The Trustee is hereby authorized to join with the Issuer in the
execution of any such supplemental indenture, to make any further appropriate
agreements and stipulations which may be therein contained and to accept the
conveyance, transfer, assignment, mortgage or pledge of any property thereunder,
but the Trustee shall not be obligated to enter into any such supplemental
indenture which affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

            Any supplemental indenture authorized by the provisions of this
Section may be executed without the consent of the Holders of any of the
Securities at the time outstanding, notwithstanding any of the provisions of
Section 8.2.

            SECTION 8.2. Supplemental Indentures With Consent of
Securityholders. With the consent (evidenced as provided in Article Seven) of
the Holders of not less than a majority in aggregate principal amount of the
Securities at the time Outstanding of all series affected by such supplemental
indenture (voting as one class), the Issuer, when authorized by a resolution of
its Board of Directors, and the Trustee may, from time to time and at any time,
enter into an indenture or indentures supplemental hereto (which shall conform
to the provisions of the Trust Indenture Act of 1939 as in force at the date of
execution thereof) for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of any
supplemental indenture or of modifying in any manner the rights of the Holders
of the Securities of each such series; provided, that no such supplemental
indenture shall (a) extend the final maturity of any Security, or reduce the
principal amount thereof, or reduce the rate or extend the time of payment of
interest thereon, or reduce any amount payable on redemption thereof, or make
the principal thereof (including any amount in respect of original issue
discount), or interest or premium thereon payable in any coin or currency other
than that provided in the Securities or in accordance with the terms thereof, or
reduce the amount of the principal of


                                       57
<PAGE>
an Original Issue Discount Security that would be due and payable upon an
acceleration of the maturity thereof pursuant to Section 5.1 or the amount
thereof provable in bankruptcy pursuant to Section 5.2, or impair or affect the
right of any Securityholder to institute suit for the payment thereof or, if the
Securities provide therefor, any right of repayment at the option of the
Securityholder without the consent of the Holder of each Security so affected,
or (b) reduce the aforesaid percentage of Securities of any series, the consent
of the Holders of which is required for any such supplemental indenture, without
the consent of the Holders of each Security so affected.

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

            Upon the request of the Issuer, accompanied by a copy of a
resolution of the Board of Directors certified by the secretary or an assistant
secretary of the Issuer authorizing the execution of any such supplemental
indenture, and upon the filing with the Trustee of evidence of the consent of
Securityholders as aforesaid and other documents, if any, required by Section
7.1, the Trustee shall join with the Issuer in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee's
own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion, but shall not be obligated to, enter
into such supplemental indenture.

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

            Promptly after the execution by the Issuer and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the Issuer
shall mail a notice thereof to the Holders of then Outstanding Securities of
each series affected thereby, by mailing a notice thereof by first-class mail to
such Holders at their addresses as they shall appear on the Security register.
Any failure of the Issuer to mail such notice, or any defect


                                       58
<PAGE>
therein, shall not, however, in any way impair or affect the validity of any
such supplemental Indenture.

            SECTION 8.3. Effect of Supplemental Indenture. Upon the execution of
any supplemental indenture pursuant to the provisions hereof, this Indenture
shall be and be deemed to be modified and amended in accordance therewith and
the respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Issuer and the Holders of Securities of
each series affected thereby shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications and amendments,
and all the terms and conditions of any such supplemental indenture shall be and
be deemed to be part of the terms and conditions of this Indenture for any and
all purposes.

            SECTION 8.4. Documents to Be Given to Trustee. The Trustee shall, in
addition to the documents required by Section 11.5 hereof, receive an Opinion of
Counsel as conclusive evidence that any supplemental indenture executed pursuant
to this Article 8 complies with the applicable provisions of this Indenture.

            SECTION 8.5. Notation on Securities in Respect of Supplemental
Indentures. Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to the provisions of this
Article may bear a notation in form approved by the Trustee upon advice of
counsel for such series as to any matter provided for by such supplemental
indenture or as to any action taken at any such meeting. If the Issuer or the
Trustee shall so determine, new Securities of any series so modified as to
conform, in the opinion of the Trustee (as to form) and the Board of Directors
(as to form and substance), to any modification of this Indenture contained in
any such supplemental indenture may be prepared by the Issuer, authenticated by
the Trustee and delivered in exchange for the Securities of such series then
outstanding.


                                       59
<PAGE>
                                    ARTICLE 9

                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

            SECTION 9.1. Issuer May Consolidate, etc., on Certain Terms. The
Issuer covenants that it will not merge or consolidate with any other
corporation or sell or convey all or substantially all of its assets to any
Person, unless (i) either the Issuer shall be the continuing corporation, or the
successor corporation or the Person which acquires by sale or conveyance
substantially all the assets of the Issuer (if other than the Issuer) shall be a
corporation or entity organized under the laws of the United States of America
or any state thereof and shall expressly assume the due and punctual payment of
the principal of and interest, if any, on all the Securities, according to their
tenor, and the due and punctual performance and observance of all of the
covenants and conditions of this Indenture to be performed or observed by the
Issuer, by supplemental indenture satisfactory to the Trustee, executed and
delivered to the Trustee by such corporation or entity, and (ii) the Issuer or
such successor corporation or entity, as the case may be, shall not, immediately
after such merger or consolidation, or such sale or conveyance, be in default in
the performance of any such covenant or condition.

            SECTION 9.2. Successor Issuer Substituted. In case of any such
consolidation, merger, sale or conveyance, and following such an assumption by
the successor corporation, such successor corporation shall succeed to and be
substituted for the Issuer, with the same effect as if it had been named herein.
Such successor corporation may cause to be signed, and may issue either in its
own name or in the name of the Issuer prior to such succession any or all of the
Securities issuable hereunder, which theretofore shall not have been signed by
the Issuer and delivered to the Trustee; and, upon the order of such successor
corporation instead of the Issuer and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee shall authenticate and
shall deliver any Securities, which previously shall have been signed and
delivered by the officers of the Issuer to the Trustee for authentication, and
any Securities, which such successor corporation thereafter shall cause to be
signed and delivered to the Trustee for that purpose. All of the Securities so
issued, shall in all respects have the same legal rank and benefit under this


                                       60
<PAGE>
Indenture as the Securities theretofore or thereafter issued in accordance with
the terms of this Indenture as though all of such Securities had been issued at
the date of the execution hereof.

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

            In the event of any such sale or conveyance (other than a conveyance
by way of lease) the Issuer or any successor corporation which shall theretofore
have become such in the manner described in this Article shall be discharged
from all obligations and covenants under this Indenture and the Securities and
may be liquidated and dissolved.

            SECTION 9.3. Opinion of Counsel to Trustee. The Trustee shall, in
addition to the documents required by Section 11.5 hereof, receive an Opinion of
Counsel as conclusive evidence that any such consolidation, merger, sale, lease
or conveyance, and any such assumption, and any such liquidation or dissolution,
complies with this Article 9 and the applicable provisions of this Indenture.

                                   ARTICLE 10

                    SATISFACTION AND DISCHARGE OF INDENTURE;
                                UNCLAIMED MONEYS

            SECTION 10.1. Satisfaction and Discharge of Indenture. This
Indenture shall cease to be of further effect with respect to any series of
Securities (except as to any surviving rights of conversion or registration of
transfer or exchange of Securities of such series expressly provided for herein
or in the form of Security for such series), and the Trustee, on demand of and
at the expense of the Issuer, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture as to such series, when

      (1) either

            (A) all Securities of that series theretofore authenticated and
delivered (other than (i) Securities of such series which have been destroyed,
lost or stolen and which have been replaced or paid as provided in Section 2.9,
and (ii) Securities of such series for whose payment money has theretofore been
deposited in trust or segregated and held in trust by the


                                       61
<PAGE>
Issuer and thereafter repaid to the Issuer or discharged from such trust, as
provided in Section 3.4) have been delivered to the Trustee canceled or for
cancellation; or

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

                  (i) have become due and payable, or

                  (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 Issuer,

and the Issuer, in the case of (i), (ii) or (iii) above, has deposited or caused
to be deposited with the Trustee as trust funds in trust for the purpose an
amount, which shall be immediately due and payable, sufficient to pay and
discharge the entire indebtedness on such Securities not theretofore delivered
to the Trustee canceled or for cancellation, for principal (and premium, if any)
and interest, if any, to the date of such deposit (in the case of Securities
which have become due and payable), or to the stated maturity or redemption
date, as the case may be;

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

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

      SECTION 10.2. Application of Trust Money. All money deposited with the
Trustee pursuant to Section 10.1 or Section 10.3 shall be held in trust and
applied by it, in accordance with the provisions of the series of Securities in
respect of which it was deposited and this Indenture, to the payment, either
directly or through any Paying Agent (including the Issuer acting as its own
Paying Agent), to the Persons entitled thereto, of the


                                       62
<PAGE>
principal (and premium, if any) and interest for whose payment such money has
been deposited with the Trustee; but such money need not be segregated from
other funds except to the extent required by law.

      SECTION 10.3. Defeasance Upon Deposit of Funds or Government Obligations.
Unless pursuant to Section 2.3 provision is made that this Section 10.3 shall
not be applicable to the Securities of any series, at the Issuer's option,
either (a) the Issuer shall be deemed to have been Discharged (as defined below)
from its obligations with respect to any series of Securities after the
applicable conditions set forth below have been satisfied or (b) the Issuer
shall cease to be under any obligation to comply with any term, provision or
condition set forth in Sections 3.6 and 3.7 (and any other Sections applicable
to such Securities that are determined pursuant to Section 2.3 to be subject to
this provision) with respect to any series of Securities at any time after the
applicable conditions set forth below have been satisfied:

            (1) the Issuer 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 Securities of such series (i) money in an amount, or (ii) the
      equivalent in securities of the government which issued the currency in
      which the Securities of such series are denominated or securities issued
      by government agencies backed by the full faith and credit of such
      government, 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
      (ii) and (iii)) of a nationally recognized firm of independent public
      accountants expressed in a written certification thereof delivered to the
      Trustee, to pay and discharge each installment of principal (including
      mandatory sinking fund payments) and any premium of, interest on and any
      repurchase obligations with respect to the outstanding securities of such
      series on the dates such installments of interest or principal or
      repurchase obligations are due;

            (2) no Event of Default or event (including such deposit) which with
      notice or lapse of time would become an Event of Default with respect to
      the Securities of such series shall have occurred and be continuing on the
      date of such deposit; and


                                       63
<PAGE>
            (3) the Issuer shall have delivered to the Trustee an Opinion of
      Counsel, from counsel who is not an employee of the Issuer but which may
      be outside general counsel to the Issuer, to the effect that Holders of
      the Securities of such series will not recognize income, gain or loss for
      Federal income tax purposes as a result of the Issuer's exercise of its
      option under this Section 10.3 and will be subject to Federal income tax
      on the same amount and in the same manner and at the same times as would
      have been the case if such option had not been exercised.

            The term "Discharged" means that the Issuer shall be deemed to have
      paid and discharged the entire indebtedness represented by, and
      obligations under, the Securities of such series and to have satisfied all
      the obligations under this Indenture relating to the Securities of such
      series (and the Trustee, at the expense of the Issuer, shall execute
      proper instruments acknowledging the same), except (A) the rights of
      Holders of Securities to receive, from the trust fund described in
      Subsection (1) above, payment of the principal and any premium of and any
      interest on such Securities when such payments are due; (B) the Issuer's
      obligations with respect to such Securities under Sections 2.8, 2.9, 3.2,
      3.4, 6.6 and 10.2; and (C) the rights, powers, trusts, duties and
      immunities of the Trustee hereunder (including, without limitation, its
      rights under Section 6.6 hereunder).

            SECTION 10.4. Repayment of Moneys Held by Paying Agent. In
connection with the satisfaction and discharge of this Indenture with respect to
Securities of any series, all moneys then held by any paying agent under the
provisions of this Indenture with respect to such series of Securities shall,
upon demand of the Issuer, be repaid to it or paid to the Trustee and thereupon
such paying agent shall be released from all further liability with respect to
such moneys.

            SECTION 10.5. Return of Moneys Held by Trustee and Paying Agent
Unclaimed for Two Years. Any moneys deposited with or paid to the Trustee or any
paying agent for the payment of the principal of or interest on any Security of
any series and not applied but remaining unclaimed for two years after the date
upon which such principal or interest shall have become due and payable, shall,
upon the written request of the Issuer and unless otherwise required by
mandatory provisions of applicable


                                       64
<PAGE>
escheat or abandoned or unclaimed property law (as advised by counsel, pursuant
to Section 6.2), be repaid to the Issuer by the Trustee for such series or such
paying agent, and the Holder of the Security of such series shall, unless
otherwise required by mandatory provisions of applicable escheat or abandoned or
unclaimed property laws, thereafter look only to the Issuer for any payment
which such Holder may be entitled to collect, and all liability of the Trustee
or any paying agent with respect to such moneys shall thereupon cease.

            SECTION 10.6. Reinstatement. If the Trustee is unable to apply any
money in accordance with Sections 10.2 or 10.3, as the case may be, by reason of
any legal proceeding or by reason of order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Issuer's obligations under this Indenture and the Securities
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 10.2 or 10.3, as the case may be, until such time as the Trustee is
permitted to apply all such money in accordance with Section 10.2 or 10.3, as
the case may be; provided, however, that if the Issuer has made payment of
principal of, or interest on any Securities because of the reinstatement of its
obligations, the Issuer shall be subrogated to the rights of Holders of such
Securities to receive such payment from money held by the Trustee.

                                   ARTICLE 11

                            MISCELLANEOUS PROVISIONS

            SECTION 11.1. Incorporators, Stockholders, Officers and Directors of
Issuer Exempt from Individual Liability. No recourse under or upon any
obligation, covenant or agreement contained in this Indenture, or in any
Security, or because of any indebtedness evidenced thereby, shall be had against
any incorporator, as such, or against any past, present or future stockholder,
officer or director, as such, of the Issuer or of any successor, either directly
or through the Issuer or any successor, under any rule of law, statute or
constitutional provision or by the enforcement of any assessment or by any legal
or equitable proceeding or otherwise, all such liability being expressly waived
and released by the acceptance of the Securities by the Holders thereof and as
part of the consideration for the issue of the Securities.


                                       65
<PAGE>
            SECTION 11.2. Provisions of Indenture for the Sole Benefit of
Parties and Holders of Securities. Nothing in this Indenture or in the
Securities, expressed or implied, shall give or be construed to give to any
person, firm or corporation, other than the parties hereto and their successors
and the Holders of the Securities any legal or equitable right, remedy or claim
under this Indenture or under any covenant or provision herein contained, all
such covenants and provisions being for the sole benefit of the parties hereto
and their successors and of the Holders of the Securities.

            SECTION 11.3. Successors and Assigns of Issuer Bound by Indenture.
All the covenants, stipulations promises and agreements in this Indenture
contained by or on behalf of the Issuer shall bind its successors and assigns,
whether so expressed or not.

            SECTION 11.4. Notices and Demands on Issuer, Trustee and Holders of
Securities. Any notice or demand which by any provision of this Indenture is
required or permitted to be given or served by the Trustee or by the Holders of
Securities to or on the Issuer may be given or served by being deposited postage
prepaid, first-class mail (except as otherwise specifically provided herein)
addressed (until another address of the Issuer is filed by the Issuer with the
Trustee) to Unisys Corporation, Unisys Way, Blue Bell, Pennsylvania 19424,
Attention: General Counsel. Any notice, direction, request or demand by the
Issuer or any holder of Securities to or upon the Trustee shall be deemed to
have been sufficiently given or made, for all purposes, if given or made at the
Corporate Trust Office.

            In case, by reason of the suspension of or irregularities in regular
mail service, it shall be impracticable to mail notice to the Issuer when such
notice is required to be given pursuant to any provision of this Indenture, then
any manner of giving such notice as shall be reasonably satisfactory to the
Issuer shall be deemed to be a sufficient giving of such notice.

            SECTION 11.5. Officers' Certificates and Opinions of Counsel;
Statements to Be Contained Therein. Upon any application or demand by the Issuer
to the Trustee to take any action under any of the provisions of this Indenture,
the Issuer shall furnish to the Trustee an Officers' Certificate stating that
all conditions precedent 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 such action is


                                       66
<PAGE>
authorized or permitted by this Indenture and that all such conditions precedent
have been complied with.

            Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture shall include (a) a statement that the person
making such certificate or opinion has read such covenant or condition, (b) 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, (c) a statement that, in the opinion of such person, 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 (d) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.

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

            Any certificate, statement or opinion of an officer of the Issuer or
of counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an accountant or firm of
accountants in the employ of the Issuer, unless such officer or counsel, as the
case may be, knows that the certificate or opinion or representations with
respect to the accounting matters upon which his certificate, statement or
opinion may be based as aforesaid are erroneous, or in the exercise of
reasonable care should know that the same are erroneous.


                                       67
<PAGE>
            Any certificate or opinion of any independent firm of public
accountants filed with the Trustee shall contain a statement that such firm is
independent.

            SECTION 11.6. Payments Due on Saturdays, Sundays and Holidays. If
the date of maturity of interest, if any, on or principal of the Securities of
any series or the date fixed for redemption or repayment of any such Security
shall not be a Business Day, then payment of interest or principal need not be
made on such date, but may be made on the next succeeding Business Day with the
same force and effect as if made on the date of maturity or the date fixed for
redemption, and no interest shall accrue for the period after such date.

            SECTION 11.7. Conflict of Any Provision of Indenture with Trust
Indenture Act of 1939. If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with another provision included in this Indenture
which is required to be included herein by any of Sections 310 to 317,
inclusive, of the Trust Indenture Act of 1939, such required provision shall
control.

            SECTION 11.8. New York Law to Govern. This Indenture and each
Security shall be deemed to be a contract under the laws of the state of New
York, and for all purposes shall be construed in accordance with the laws of
such state, except as may otherwise be required by mandatory provisions of law.

            SECTION 11.9. Counterparts. This Indenture may be executed in any
number of counterparts, each of which shall be an original; but such
counterparts shall together constitute one and the same instrument.

            SECTION 11.10. Effect of Headings. The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect
the construction hereof.

            SECTION 11.11. Securities in a Foreign Currency or in ECU. (a)
Whenever for purposes of this Indenture any action may be taken by the holders
of a specified percentage in aggregate principal amount of Securities of all
series at the time outstanding and, at such time, there are outstanding
Securities of any series which are denominated in a currency or currencies or
currency unit or currency units other than Dollars, then the principal amount


                                       68
<PAGE>
of Securities of such series which shall be deemed to be outstanding for the
purpose of taking such action shall be that amount of Dollars that could be
obtained for such principal amount based on (i) in the case of Securities
denominated in a foreign currency, the Market Exchange Rate in effect on the
date on which such action is to be taken (the "Determination Date") or (ii) in
the case of Securities denominated in ECU, the Official ECU Exchange Rate (or,
if ECU ceases to be used both (a) within the European Monetary System and (b)
for the settlement of transactions by public institutions of or within the
European Communities, then based on the Dollar Equivalent of the ECU) on the
Determination Date. The provisions of this paragraph shall apply in determining
the equivalent number of votes to which each securityholder or proxy shall be
entitled in respect of Securities of a series denominated in a currency other
than Dollars in connection with any vote taken by holders of Securities pursuant
to the terms of this Indenture.

            (b) For the purposes of this Section 11.11, the following terms
shall have the following meanings:

            "Component Currency" means any currency which, on the Conversion
      Date, was a component currency of the ECU.

            "Conversion Date" means the last date on which ECU was used either
      (i) within the European Monetary System or (ii) for the settlement of
      transactions by public institutions of or within the European Communities.

            "Dollar Equivalent of the ECU" means the amount, as calculated by
      the Trustee on each Determination Date, equal to the sum obtained by
      adding together the results obtained by converting the Specified Amount of
      each Component Currency into Dollars at the Market Exchange Rate on the
      Determination Date for such Component Currency.

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

            "Market Exchange Rate" shall mean for any currency the noon Dollar
      buying rate for that currency for cable transfers quoted in New York City
      on the Determination Date as certified


                                       69
<PAGE>
      for customs purposes by the Federal Reserve Bank of New York. If such
      rates are not available for any reason with respect to one or more
      currencies for which an exchange rate is required, the Trustee shall use
      without liability on its part, such quotation of the Federal Reserve Bank
      of New York as of the most recent available date, or if such quotation is
      unavailable, quotations from Citibank, N.A., or if unavailable, any other
      bank with combined assets of at least $500 million in New York City or in
      the country of issue of the currency in question, or such other quotations
      as the Issuer shall deem appropriate. Unless otherwise specified by the
      Trustee, if there is more than one market for dealing in any currency by
      reason of foreign exchange regulations or otherwise, the market to be used
      in respect of such currency shall be that upon which a nonresident issuer
      of securities designated in such currency would purchase such currency in
      order to make payments in respect of such securities, as advised by the
      Issuer.

            "Official ECU Exchange Rate" applicable to any currency with respect
      to any payment to be made hereunder means the exchange rate between the
      ECU and such currency reported by the Commission of the European
      Communities (currently based on the rates in effect at 2:30 p.m., Brussels
      time, on the relevant exchange markets) or if such exchange rate ceases to
      be so reported, then such exchange rate shall be determined by the Trustee
      using, without liability on its part, quotations from Citibank, N.A., or
      if unavailable, any other bank with combined assets of at least $500
      million in New York City or if such quotation is unavailable, such other
      quotations as the Issuer shall deem appropriate, on the applicable
      Determination Date.

            "Specified Amount" of a Component Currency means the number of units
      or fractions thereof which such Component Currency represented in the ECU
      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


                                       70
<PAGE>
      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
      specified amounts of such two or more currencies, the sum of which, at the
      market Exchange Rate of such two or more currencies on the date of such
      replacement, shall be equal to the Specified Amount of such former
      Component Currency divided by the number of currencies into which such
      Component Currency was divided, and such amounts shall thereafter be
      Specified Amounts and such currencies shall thereafter be Component
      Currencies.

            (c) All decisions and determinations of the Trustee regarding the
Market Exchange Rate and the ECU Exchange Rate shall, in the absence of manifest
error, be conclusive for all purposes and irrevocably binding upon the Issuer
and all Holders.

            SECTION 11.12. Judgment Currency. The obligation of the Issuer in
respect of any sum due to any securityholder hereunder shall, notwithstanding
any judgment in a currency (the "Judgment Currency") other than the currency in
which the payment is due (the "Required Currency"), be discharged only to the
extent that on the Business Day following receipt by such securityholder of any
sum adjudged to be so due in the Judgment Currency, such securityholder may in
accordance with normal banking procedures purchase the amount originally due to
such securityholder in the Required Currency with the Judgment Currency; if the
amount of the Required Currency so purchased is less than the sum originally due
to such securityholder in the Required Currency, the Issuer agrees, as a
separate obligation and notwithstanding any such judgment, to indemnify such
securityholder against such loss, and if the amount of the Required Currency so
purchased exceeds the sum originally due to such securityholder, such
securityholder agrees to remit to the Issuer such excess.


                                       71
<PAGE>
                                   ARTICLE 12

                   REDEMPTION OF SECURITIES AND SINKING FUNDS

            SECTION 12.1. Applicability of Article. The provisions of this
Article shall be applicable to the Securities of any series which are redeemable
before their maturity or to any sinking fund for the retirement of Securities of
a series except as otherwise specified as contemplated by Section 2.3 for
Securities of such series.

            SECTION 12.2. Notice of Full and Partial Redemption; Partial
Redemptions. Notice of redemption to the Holders of Securities of any series to
be redeemed as a whole or in part at the option of the Issuer shall be given by
mailing notice of such redemption by first class mail, postage prepaid, at least
30 days and not more than 60 days prior to the date fixed for redemption to such
Holders of Securities of such series at their last addresses as they shall
appear upon the registry books. Any notice which is mailed in the manner herein
provided shall be conclusively presumed to have been duly given, whether or not
the Holder receives the notice. Failure to give notice by mail, or any defect in
the notice to the Holder of any Security of a series designated for redemption
as a whole or in part shall not affect the validity of the proceedings for the
redemption of any other Security of such series.

            The notice of redemption to each such Holder shall specify (i) the
principal amount of each Security of such series held by such Holder to be
redeemed, (ii) the date fixed for redemption, (iii) the redemption price (and
premium, if any), (iv) the place or places of payment, (v) that payment will be
made upon presentation and surrender of such Securities, (vi) that such
redemption is pursuant to the mandatory or optional sinking fund, or both, if
such be the case, (vii) that interest accrued to the date fixed for redemption
will be paid as specified in such notice and (viii) that on and after said date
interest thereon or on the portions thereof to be redeemed will cease to accrue.
In case any Security of a series is to be redeemed in part only the notice of
redemption shall state the portion of the principal amount thereof to be
redeemed and shall state that on and after the date fixed for redemption, upon
surrender of such Security, a new Security or Securities of such series in
principal amount equal to the unredeemed portion thereof will be issued.


                                       72
<PAGE>
            The notice of redemption of Securities of any series to be redeemed
at the option of the Issuer shall be given by the Issuer or, at the Issuer's
request, by the Trustee in the name and at the expense of the Issuer.

            On or before 10 a.m., New York City time, on the redemption date
specified in the notice of redemption given as provided in this Section, the
Issuer will deposit with the Trustee or with one or more paying agents (or, if
the Issuer is acting as its own paying agent, set aside, segregate and hold in
trust as provided in Section 3.4) an amount of money sufficient to redeem on the
redemption date all the Securities of such series so called for redemption at
the appropriate redemption price, together with accrued interest to the date
fixed for redemption (and premium, if any). The election of the Issuer to redeem
any Securities shall be evidenced by a Board Resolution in addition to any other
requirements set forth hereunder. If less than all the outstanding Securities of
a series are to be redeemed, the Issuer will deliver to the Trustee at least 60
days (or such shorter period as shall be acceptable to the Trustee for its
convenience) prior to the date fixed for redemption an Officers' Certificate
stating the aggregate principal amount of Securities to be redeemed.

            If less than all the Securities of a series are to be redeemed, the
Trustee shall, subject to Section 12.4, select by lot Securities of such Series
to be redeemed in whole or in part. Securities may be redeemed in part in
multiples equal to the minimum authorized denomination for Securities of such
series or any multiple thereof. The Trustee shall promptly notify the Issuer in
writing of the Securities of such series selected for redemption and, in the
case of any Securities of such series selected for partial redemption, the
principal amount thereof to be redeemed. For all purposes of this Indenture,
unless the context otherwise requires, all provisions relating to the redemption
of Securities of any series shall relate, in the case of any Security redeemed
or to be redeemed only in part, to the portion of the principal amount of such
Security which has been or is to be redeemed.

            SECTION 12.3. Payment of Securities Called for Redemption. If notice
of redemption has been given as above provided, the Securities or portions of
Securities specified in such notice shall become due and payable on the date and
at the place stated in such notice at the applicable redemption price (and
premium, if any), together with interest, if any, accrued to the date fixed for
redemption, and on and after said date (unless the Issuer shall default in the
payment of such Securities at the


                                       73
<PAGE>
redemption price, together with interest accrued to said date) interest on the
Securities or portions of Securities so called for redemption shall cease to
accrue shall be void, and except as provided in Sections 6.5 and 10.5, such
Securities shall cease from and after the date fixed for redemption to be
entitled to any benefit or security under this Indenture, and the Holders
thereof shall have no right in respect of such Securities except the right to
receive the redemption price (and premium, if any) thereof and unpaid interest
to the date fixed for redemption. On presentation and surrender of such
Securities at a place of payment specified in said notice, said Securities or
the specified portions thereof shall be paid and redeemed by the Issuer at the
applicable redemption price (and premium, if any), together with interest, if
any, accrued thereon to the date fixed for redemption; provided that payment of
interest, if any, becoming due on or prior to the date fixed for redemption
shall be payable to the Holders of Securities registered as such on the relevant
record date subject to the terms and provisions of Section 2.4 hereof.

            If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal shall, until paid or duly
provided for, bear interest from the date fixed for redemption at the rate of
interest or Yield to Maturity (in the case of an Original Issue Discount
Security) borne by the Security.

            Upon presentation of any Security redeemed in part only, the Issuer
shall execute and the Trustee shall authenticate and deliver to or on the order
of the Holder thereof, at the expense of the Issuer, a new Security or
Securities of such series, of authorized denominations, in principal amount
equal to the unredeemed portion of the Security so presented.

            SECTION 12.4. Exclusion of Certain Securities from Eligibility for
Selection for Redemption. Securities shall be excluded from eligibility for
selection for redemption if they are identified by registration and certificate
number in a written statement signed by an authorized officer of the Issuer and
delivered to the Trustee at least 40 days prior to the last date on which notice
of redemption may be given as being owned of record and beneficially by, and not
pledged or hypothecated by, either (a) the Issuer or (b) an entity specifically
identified in such written statement directly or indirectly controlling or
controlled by or under direct or indirect common control with the Issuer.


                                       74
<PAGE>
            SECTION 12.5. Mandatory and Optional Sinking Funds. The minimum
amount of any sinking fund payment provided for by the terms of Securities of
any series is herein referred to as a "mandatory sinking fund payment", and any
payment in excess of such minimum amount provided for by the terms of Securities
of any series is herein referred to as an "optional sinking fund payment". The
date on which a sinking fund payment is to be made is herein referred to as the
"sinking fund payment date".

            In lieu of making all or any part of any mandatory sinking fund
payment with respect to any series of Securities in cash, the Issuer may at its
option (a) deliver to the Trustee Securities of such series theretofore
purchased or otherwise acquired (except upon redemption pursuant to the
mandatory sinking fund) by the Issuer or receive credit for Securities of such
series (not previously so credited) theretofore purchased or otherwise acquired
(except as aforesaid) by the Issuer and delivered to the Trustee for
cancellation pursuant to Section 2.10, (b) receive credit for optional sinking
fund payments (not previously so credited) made pursuant to this Section, or (c)
receive credit for Securities of such series (not previously so credited)
redeemed by the Issuer through any optional redemption provision contained in
the terms of such series. Securities so delivered or credited shall be received
or credited by the Trustee at the sinking fund redemption price specified in
such Securities.

            On or before the forty-fifth day next preceding each sinking fund
payment date for any series, the Issuer will deliver to the Trustee a written
statement signed by an authorized officer of the Issuer (a) specifying the
portion of the mandatory sinking fund payment to be satisfied by payment of cash
and the portion to be satisfied by credit of Securities of such series, (b)
stating that none of the Securities of such series has theretofore been so
credited, (c) stating that no defaults in the payment of interest or Events of
Default with respect to such series have occurred (which have not been waived or
cured) and are continuing and (d) stating whether or not the Issuer intends to
exercise its right to make an optional sinking fund payment with respect to such
series and, if so, specifying the amount of such optional sinking fund payment
which the Issuer intends to pay on or before the next succeeding sinking fund
payment date. Any Securities of such series to be credited and required to be
delivered to the Trustee in order for the Issuer to be entitled to credit
therefor as aforesaid which have not theretofore been delivered to the Trustee
shall be delivered for cancellation pursuant to Section 2.10 to the Trustee with
such written statement (or reasonably


                                       75
<PAGE>
promptly thereafter if acceptable to the Trustee). Such written statement shall
be irrevocable and upon its receipt by the Trustee the Issuer shall become
unconditionally obligated to make all the cash payments or payments therein
referred to, if any, on or before the next succeeding sinking fund payment date.
Failure of the Issuer, on or before any such forty-fifth day, to deliver such
written statement and Securities specified in this paragraph, if any, shall not
constitute a default but shall constitute, on and as of such date, the
irrevocable election of the Issuer (i) that the mandatory sinking fund payment
for such series due on the next succeeding sinking fund payment date shall be
paid entirely in cash without the option to deliver or credit Securities of such
series in respect thereof and (ii) that the Issuer will make no optional sinking
fund payment with respect to such series as provided in this Section.

            If the sinking fund payment or payments (mandatory or optional or
both) to be made in cash on the next succeeding sinking fund payment date plus
any unused balance of any preceding sinking fund payments made in cash shall
exceed $50,000 (or a lesser sum if the Issuer shall so request) with respect to
the Securities of any particular series, such cash shall be applied on the next
succeeding sinking fund payment date to the redemption of Securities of such
series at the sinking fund redemption price together with accrued interest to
the date fixed for redemption. If such amount shall be $50,000 or less and the
Issuer makes no such request then it shall be carried over and invested by the
Trustee in mutual or trust fund institutions which are registered with the
Commission under the Securities Act of 1933, as amended, and the Investment
Company Act of 1940, as amended, and which have underlying investments
consisting solely of and limited to United States Government obligations until a
sum in excess of $50,000 is available. The Trustee, upon written instruction
from the Issuer, shall select, in the manner provided in Section 12.2, for
redemption on such sinking fund payment date a specified principal amount of
Securities of such series then Outstanding to absorb said cash, as nearly as may
be, and shall (if requested in writing by the Issuer) inform the Issuer of the
serial numbers of the Securities of such series (or portions thereof) so
selected. Securities of any series which are (a) owned by the Issuer or are
certified by the Issuer by means of an Officers' Certificate to be owned by an
entity directly or indirectly controlling or controlled by or under direct or
indirect common control with the Issuer, as shown by the Security register, and
not actually known to a Responsible Officer of the Trustee to have been pledged
or hypothecated by the Issuer or any such entity; or (b) identified in an
Officers' Certificate at least 60 days


                                       76
<PAGE>
prior to the sinking fund payment date as being beneficially owned by, and not
pledged or hypothecated by, the Issuer or an entity directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Issuer shall be excluded from Securities of such series eligible for selection
for redemption. The Trustee, in the name and at the expense of the Issuer (or
the Issuer, if it shall so request the Trustee in writing) shall cause notice of
redemption of the Securities of such series to be given in substantially the
manner provided in Section 12.2 (and with the effect provided in Section 12.3)
for the redemption of Securities of such series in part at the option of the
Issuer. The amount of any sinking fund payments not so applied or allocated to
the redemption of Securities of such series shall be added to the next cash
sinking fund payment for such series and, together with such payment, shall be
applied in accordance with the provisions of this Section. Any and all sinking
fund moneys held on the stated maturity date of the Securities of any particular
series (or earlier, if such maturity is accelerated), which are not held for the
payment or redemption of particular Securities of such series shall be applied,
together with other moneys, if necessary, sufficient for the purpose, to the
payment of the principal of, and interest on, the Securities of such series at
maturity.

            At least one day before each sinking fund payment date, the Issuer
shall pay to the Trustee in cash or shall otherwise provide for the payment of
all interest accrued to the date fixed for redemption on Securities to be
redeemed on the next following sinking fund payment date.

            The Trustee shall not redeem or cause to be redeemed any Securities
of a series with sinking fund moneys or mail any notice of redemption of
Securities for such series by operation of the sinking fund during the
continuance of a default in payment of interest on such Securities or of any
Event of Default except that, where the mailing of notice of redemption of any
Securities shall theretofore have been made, the Trustee shall redeem or cause
to be redeemed such Securities, provided that it shall have received from the
Issuer a sum sufficient for such redemption. 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 the sinking fund,
shall, during the continuance of such default or Event of Default, be deemed to
have been collected under Article Five and held for the payment of all such
Securities. In case such Event of Default shall have been waived as provided in
Section 5.10 or the default cured on or before the sixtieth day preceding the
sinking fund payment date in any year,


                                       77
<PAGE>
such moneys shall thereafter be applied on the next succeeding sinking fund
payment date in accordance with this Section to the redemption of such
Securities.

                                       78
<PAGE>
            IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed as of ____________________.

                                          UNISYS CORPORATION

                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:


                                          HSBC Bank USA
                                          not in its individual capacity,
                                          but solely as Trustee

                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:


                                       79