<PAGE>
                                                                     EXHIBIT 4.1



                               APACHE CORPORATION,
                                     Issuer


                                       to


                                  CHEMICAL BANK
                                     Trustee


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

                                    INDENTURE

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



                          Dated as of February 15, 1996



                                 Debt Securities




<PAGE>


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


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


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

         Attention should also be directed to Section 318(c) of the Trust
Indenture Act, which provides that the provisions of Sections 310 to and
including 317 are a part of and govern every qualified indenture, whether or not
physically contained therein.


                                       i
<PAGE>



                                TABLE OF CONTENTS

<Table>
<S>                                                                                                              <C>
     Recitals...............................................................................................      1

                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

     Section 101.     Definitions...........................................................................      2
              Act...........................................................................................      2
              Additional Amounts............................................................................      2
              Affiliate.....................................................................................      2
              Authenticating Agent..........................................................................      3
              Authorized Newspaper..........................................................................      3
              Bearer Security...............................................................................      3
              Board of Directors............................................................................      3
              Board Resolution..............................................................................      3
              Business Day..................................................................................      3
              Change in Control.............................................................................      3
              Change in Control Purchase Date...............................................................      3
              Change in Control Purchase Notice.............................................................      3
              Change in Control Purchase Price..............................................................      3
              Commission....................................................................................      3
              Common Stock..................................................................................      3
              Company.......................................................................................      4
              Company Request and Company Order.............................................................      4
              Consolidated Net Worth........................................................................      4
              Conversion Event..............................................................................      4
              Corporate Trust Office........................................................................      4
              Corporation...................................................................................      4
              Coupon........................................................................................      4
              Currency......................................................................................      4
              CUSIP number..................................................................................      4
              Defaulted Interest............................................................................      4
              Dollars or $..................................................................................      4
              ECU...........................................................................................      4
              European Monetary System......................................................................      5
              European Union................................................................................      5
              Event of Default..............................................................................      5
              Foreign Currency..............................................................................      5
              GAAP..........................................................................................      5
              Government Obligations........................................................................      5
              Holder........................................................................................      5
              Indebtedness..................................................................................      5
              Indenture.....................................................................................      6
              Independent Public Accountants................................................................      6
</Table>



                                       ii
<PAGE>


<Table>
<S>                                                                                                               <C>
              Indexed Security..............................................................................      6
              Interest......................................................................................      6
              Interest Payment Date.........................................................................      6
              Judgment Currency.............................................................................      6
              Legal Holidays................................................................................      6
              Lien..........................................................................................      6
              Limited Resources Indebtedness................................................................      6
              Maturity......................................................................................      7
              New York Banking Day..........................................................................      7
              Office or Agency..............................................................................      7
              Officers' Certificate.........................................................................      7
              Opinion of Counsel............................................................................      7
              Ordinary Course Lien..........................................................................      7
              Original Issue Discount Security..............................................................      7
              Outstanding...................................................................................      7
              Paying Agent..................................................................................      9
              Person........................................................................................      9
              Place of Payment..............................................................................      9
              Predecessor Security..........................................................................      9
              Redemption Date...............................................................................      9
              Redemption Price..............................................................................      9
              Registered Security...........................................................................      9
              Regular Record Date...........................................................................      9
              Required Currency.............................................................................      9
              Responsible Officer...........................................................................      9
              Sale\Leaseback Transaction....................................................................      9
              Security or Securities........................................................................     10
              Security Register and Security Registrar......................................................     10
              Special Record Date...........................................................................     10
              Stated Maturity...............................................................................     10
              Subsidiary....................................................................................     10
              Trust Indenture Act...........................................................................     10
              Trustee.......................................................................................     10
              United States.................................................................................     10
              United States Alien...........................................................................     10
              U.S. Depository or Depository.................................................................     11
              Vice President................................................................................     11
              Voting Stock..................................................................................     11
     Section 102.     Compliance Certificates and Opinions..................................................     11
     Section 103.     Form of Documents Delivered to Trustee................................................     11
     Section 104.     Acts of Holders.......................................................................     12
     Section 105.     Notices, etc. to Trustee and Company..................................................     14
     Section 106.     Notice to Holders of Securities; Waiver...............................................     14
     Section 107.     Language of Notices...................................................................     15
     Section 108.     Conflict with Trust Indenture Act.....................................................     15
     Section 109.     Effect of Headings and Table of Contents..............................................     15
</Table>



                                      iii
<PAGE>



<Table>
<S>                                                                                                             <C>
     Section 110.     Successors and Assigns................................................................     16
     Section 111.     Separability Clause...................................................................     16
     Section 112.     Benefits of Indenture.................................................................     16
     Section 113.     Governing Law.........................................................................     16
     Section 114.     Legal Holidays........................................................................     16
     Section 115.     Counterparts..........................................................................     16
     Section 116.     Judgment Currency.....................................................................     17

                                   ARTICLE TWO

                                SECURITIES FORMS

     Section 201.     Forms Generally.......................................................................     17
     Section 202.     Form of Trustee's Certificate of Authentication.......................................     18
     Section 203.     Securities in Global Form.............................................................     18

                                  ARTICLE THREE

                                 THE SECURITIES

     Section 301.     Amount Unlimited; Issuable in Series..................................................     19
     Section 302.     Currency; Denominations...............................................................     22
     Section 303.     Execution, Authentication, Delivery and Dating........................................     23
     Section 304.     Temporary Securities..................................................................     24
     Section 305.     Registration, Transfer and Exchange...................................................     25
     Section 306.     Mutilated, Destroyed, Lost and Stolen Securities......................................     29
     Section 307.     Payment of Interest and Certain Additional Amounts; Rights to
                      Interest and Certain Additional Amounts Preserved.....................................     30
     Section 308.     Persons Deemed Owners.................................................................     31
     Section 309.     Cancellation..........................................................................     32
     Section 310.     Computation of Interest...............................................................     32

                                  ARTICLE FOUR

                     SATISFACTION AND DISCHARGE OF INDENTURE

     Section 401.     Satisfaction and Discharge............................................................     33
     Section 402.     Defeasance and Covenant Defeasance....................................................     34
     Section 403.     Application of Trust Money............................................................     38
     Section 404.     Reinstatement.........................................................................     38

                                  ARTICLE FIVE

                                    REMEDIES

     Section 501.     Events of Default.....................................................................     39
</Table>



                                       iv
<PAGE>


<Table>
<S>                                                                                                              <C>
     Section 502.     Acceleration of Maturity; Rescission and Annulment....................................     41
     Section 503.     Collection of Indebtedness and Suits for Enforcement by Trustee.......................     42
     Section 504.     Trustee May File Proofs of Claim......................................................     43
     Section 505.     Trustee May Enforce Claims without Possession of Securities or
                      Coupons...............................................................................     43
     Section 506.     Application of Money Collected........................................................     44
     Section 507.     Limitations on Suits..................................................................     44
     Section 508.     Unconditional Right of Holders to Receive Principal and any
                      Premium, Interest and Additional Amounts..............................................     45
     Section 509.     Restoration of Rights and Remedies....................................................     45
     Section 510.     Rights and Remedies Cumulative........................................................     45
     Section 511.     Delay or Omission Not Waiver..........................................................     46
     Section 512.     Control by Holders of Securities......................................................     46
     Section 513.     Waiver of Past Defaults...............................................................     46
     Section 514.     Waiver of Stay or Extension Laws......................................................     47
     Section 515.     Undertaking for Costs.................................................................     47

                                   ARTICLE SIX

                                   THE TRUSTEE

     Section 601.     Certain Rights of Trustee.............................................................     47
     Section 602.     Notice of Defaults....................................................................     49
     Section 603.     Not Responsible for Recitals or Issuance of Securities................................     49
     Section 604.     May Hold Securities...................................................................     49
     Section 605.     Money Held in Trust...................................................................     50
     Section 606.     Compensation and Reimbursement........................................................     50
     Section 607.     Corporate Trustee Required; Eligibility...............................................     51
     Section 608.     Resignation and Removal; Appointment of Successor.....................................     51
     Section 609.     Acceptance of Appointment by Successor................................................     52
     Section 610.     Merger, Conversion, Consolidation or Succession to Business...........................     54
     Section 611.     Appointment of Authenticating Agent...................................................     54

                                  ARTICLE SEVEN

                HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

     Section 701.     Company to Furnish Trustee Names and Addresses of Holders.............................     56
     Section 702.     Preservation of Information; Communications to Holders................................     56
     Section 703.     Reports by Trustee....................................................................     57
     Section 704.     Reports by Company....................................................................     57
</Table>



                                       v
<PAGE>



<Table>
<S>                                                                                                              <C>
                                  ARTICLE EIGHT

                         CONSOLIDATION, MERGER AND SALES

     Section 801.     Company May Consolidate, Etc., Only on Certain Terms..................................     58
     Section 802.     Successor Person Substituted for Company..............................................     58

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

     Section 901.     Supplemental Indentures without Consent of Holders....................................     59
     Section 902.     Supplemental Indentures with Consent of Holders.......................................     60
     Section 903.     Execution of Supplemental Indentures..................................................     61
     Section 904.     Effect of Supplemental Indentures.....................................................     61
     Section 905.     Reference in Securities to Supplemental Indentures....................................     62
     Section 906.     Conformity with Trust Indenture Act...................................................     62

                                   ARTICLE TEN

                                    COVENANTS

     Section 1001.    Payment of Principal, any Premium, Interest and Additional
                      Amounts...............................................................................     62
     Section 1002.    Maintenance of Office or Agency.......................................................     62
     Section 1003.    Money for Securities Payments to Be Held in Trust.....................................     64
     Section 1004.    Additional Amounts....................................................................     65
     Section 1005.    Limitation on Liens...................................................................     66
     Section 1006.    Limitation on Sale/Leaseback Transactions.............................................     69
     Section 1007.    Corporate Existence...................................................................     70
     Section 1008.    Waiver of Certain Covenants...........................................................     70
     Section 1009.    Company Statement as to Compliance; Notice of Certain
                      Defaults..............................................................................     70

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

     Section 1101.    Applicability of Article..............................................................     71
     Section 1102.    Election to Redeem; Notice to Trustee.................................................     71
     Section 1103.    Selection by Trustee of Securities to be Redeemed.....................................     71
     Section 1104.    Notice of Redemption..................................................................     72
     Section 1105.    Deposit of Redemption Price...........................................................     73
     Section 1106.    Securities Payable on Redemption Date.................................................     73
     Section 1107.    Securities Redeemed in Part...........................................................     74
</Table>



                                       vi
<PAGE>


<Table>
<S>                                                                                                             <C>
                                 ARTICLE TWELVE

                       REPAYMENT AT THE OPTION OF HOLDERS

     Section 1201.    Applicability of Article..............................................................     75

                                ARTICLE THIRTEEN

                        SECURITIES IN FOREIGN CURRENCIES

     Section 1301.    Applicability of Article..............................................................     75

                                ARTICLE FOURTEEN

                        MEETINGS OF HOLDERS OF SECURITIES

     Section 1401.    Purposes for Which Meetings May Be Called.............................................     76
     Section 1402.    Call, Notice and Place of Meetings....................................................     76
     Section 1403.    Persons Entitled to Vote at Meetings..................................................     76
     Section 1404.    Quorum; Action........................................................................     77
     Section 1405.    Determination of Voting Rights; Conduct and Adjournment of
                      Meetings..............................................................................     78
     Section 1406.    Counting Votes and Recording Action of Meetings.......................................     78

                                 ARTICLE FIFTEEN

                 PURCHASES OF SECURITIES UPON CHANGE IN CONTROL

     Section 1501.    Purchase of Securities at Option of the Holder upon Change in
                      Control...............................................................................     79
     Section 1502.    Effect of Change in Control Purchase Notice...........................................     82
     Section 1503.    Deposit of Change in Control Purchase Price...........................................     82
     Section 1504.    Covenant to Comply With Securities Laws Upon Purchase of
                      Securities............................................................................     83
     Section 1505.    Repayment to the Company..............................................................     83
</Table>


                                      vii


<PAGE>



                  INDENTURE, dated as of February 15, 1996 (the "Indenture"),
among APACHE CORPORATION, a corporation duly organized and existing under the
laws of the State of Delaware (hereinafter called the "Company"), having its
principal executive office located at One Post Oak Central, 2000 Post Oak
Boulevard, Suite 100, Houston, Texas 77056-4400, and CHEMICAL BANK, a banking
corporation duly organized and existing under the laws of the State of New York
(hereinafter called the "Trustee"), having its Corporate Trust Office located at
450 West 33rd Street, 15th Floor, New York, New York 10001.

                                    RECITALS

                  The Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of its senior
unsecured debentures, notes or other evidences of Indebtedness (hereinafter
called the "Securities"), unlimited as to principal amount, to bear such rates
of interest, to mature at such time or times, to be issued in one or more series
and to have such other provisions as shall be fixed as hereinafter provided.

                  The Company has duly authorized the execution and delivery of
this Indenture. All things necessary to make this Indenture a valid agreement of
the Company, in accordance with its terms, have been done.

                  This Indenture is subject to the provisions of the Trust
Indenture Act of 1939, as amended, and the rules and regulations of the
Securities and Exchange Commission promulgated thereunder that are required to
be part of this Indenture and, to the extent applicable, shall be governed by
such provisions.

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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



<PAGE>



                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

                  Section 101. Definitions.

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

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

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

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

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

                  (5) the word "or" is always used inclusively (for example, the
         phrase "A or B" means "A or B or both", not "either A or B but not
         both").

                  Certain terms used principally in certain Articles hereof are
defined in those Articles.

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

                  "Additional Amounts" means any additional amounts which are
required hereby or by any Security, under circumstances specified herein or
therein, to be paid by the Company in respect of certain taxes, assessments or
other governmental charges imposed on Holders specified therein and which are
owing to such Holders.

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



                                       2
<PAGE>



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

                  "Authorized Newspaper" means a newspaper, in an official
language of the place of publication or in the English language, customarily
published on each day that is a Business Day in the place of publication,
whether or not published on days that are Legal Holidays in the place of
publication, and of general circulation in each place in connection with which
the term is used or in the financial community of each such place. Where
successive publications are required to be made in Authorized Newspapers, the
successive publications may be made in the same or in different newspapers in
the same city meeting the foregoing requirements and in each case on any day
that is a Business Day in the place of publication.

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

                  "Board of Directors" means the board of directors of the
Company or any committee of that board duly authorized to act generally or in
any particular respect for the Company hereunder.

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

                  "Business Day", with respect to any Place of Payment or other
location, means, unless otherwise specified with respect to any Securities
pursuant to Section 301, any day other than a Saturday, Sunday or other day on
which banking institutions in such Place of Payment or other location are
authorized or obligated by law, regulation or executive order to close.

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

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

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

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

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

                  "Common Stock" includes any stock of any class of the Company
which has no preference in respect of dividends or of amounts payable in the
event of any voluntary or involuntary liquidation, dissolution or winding up of
the Company and which is not subject to redemption by the Company.



                                       3
<PAGE>



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

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

                  "Consolidated Net Worth" has the meaning specified in Section
1005.

                  "Conversion Event" means the cessation of use of (i) a Foreign
Currency (other than the ECU) both by the government of the country or the
confederation which issued such Foreign Currency and for the settlement of
transactions by a central bank or other public institutions of or within the
international banking community, (ii) the ECU both within the European Monetary
System and for the settlement of transactions by public institutions of or
within the European Union or (iii) any currency unit or composite currency other
than the ECU for the purposes for which it was established.

                  "Corporate Trust Office" means the principal corporate trust
office of the Trustee at which at any particular time its corporate trust
business shall be administered, which office at the date of original execution
of this Indenture is located at 450 West 33rd Street, 15th Floor, New York, New
York 10001.

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

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

                  "Currency", with respect to any payment, deposit or other
transfer in respect of the principal of or any premium or interest on or any
Additional Amounts with respect to any Security, means Dollars or the Foreign
Currency, as the case may be, in which such payment, deposit or other transfer
is required to be made by or pursuant to the terms hereof or such Security and,
with respect to any other payment, deposit or transfer pursuant to or
contemplated by the terms hereof or such Security, means Dollars.

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

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

                  "Dollars" or "$" means a dollar or other equivalent unit of
legal tender for payment of public or private debts in the United States of
America.

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



                                       4
<PAGE>



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

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

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

                  "Foreign Currency" means any currency, currency unit or
composite currency, including, without limitation, the ECU, issued by the
government of one or more countries other than the United States of America or
by any recognized confederation or association of such governments.

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

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

                  "Holder", in the case of any Registered Security, means the
Person in whose name such Security is registered in the Security Register and,
in the case of any Bearer Security, means the bearer thereof and, in the case of
any Coupon, means the bearer thereof.

                  "Indebtedness", with respect to any Person, means (a)
indebtedness for borrowed money or for the unpaid purchase price of real or
personal property of, or guaranteed by, such Person, other than accounts payable
arising in the ordinary course of business payable on terms customary in the
trade, (b) indebtedness secured by Liens or payable out of the proceeds of
production from property, (c) indebtedness which is evidenced by mortgages,
notes, bonds, debentures, acceptances or other instruments, (d) indebtedness
which must be capitalized as liabilities under GAAP, (e) liabilities under
interest rate swap, exchange, collar or cap



                                       5
<PAGE>



agreements and all other agreements or arrangements designed to protect against
fluctuations in interest rates or currency exchange rates, (f) liabilities under
commodity hedge, commodity swap, exchange, collar or cap agreements, fixed price
agreements and all other agreements or arrangements designed to protect against
fluctuations in oil and gas prices, and (g) indebtedness relative to the amount
of all letters of credit; provided, however, that such term shall not include
any amounts included as deferred credits on the financial statements of such
Person or of a consolidated group including such Person, and computed in
accordance with GAAP.

                  "Indenture" means this instrument as it may from time to time
be supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof and, with respect to any
Security, by the terms and provisions of such Security and any Coupon
appertaining thereto established pursuant to Section 301 (as such terms and
provisions may be amended pursuant to the applicable provisions hereof).

                  "Independent Public Accountants" means accountants or a firm
of accountants that, with respect to the Company and any other obligor under the
Securities or the Coupons, are independent public accountants within the meaning
of the Securities Act of 1933, as amended, and the rules and regulations
promulgated by the Commission thereunder, who may be the independent public
accountants regularly retained by the Company or who may be other independent
public accountants. Such accountants or firm shall be entitled to rely upon any
Opinion of Counsel as to the interpretation of any legal matters relating to
this Indenture or certificates required to be provided hereunder.

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

                  "Interest", with respect to any Original Issue Discount
Security which by its terms bears interest only after Maturity, means interest
payable after Maturity and, when used with respect to a Security which provides
for the payment of Additional Amounts pursuant to Section 1004, includes such
Additional Amounts.

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

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

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

                  "Lien" has the meaning specified in Section 1005.

                  "Limited Recourse Indebtedness" means Indebtedness of a Person
for which there is no recourse whatsoever to such Person for the repayment
thereof other than recourse limited to the cash flow from the assets
constituting collateral therefor and recourse to the extent necessary to enable
amounts to be claimed in respect of such Indebtedness upon an enforcement of any



                                       6
<PAGE>



Lien on any such assets; provided that (a) the extent of such recourse is
limited solely to the amount of any recoveries made on any such enforcement, and
(b) the holder of such Indebtedness is not entitled, by virtue of any right or
claim arising out of or in connection with such Indebtedness to commence
proceedings for the winding up or dissolution of, or to appoint or procure the
appointment of any receiver, trustee or similar person or official in respect
of, such Person or any of its assets (other than the assets the subject of such
Lien).

                  "Maturity", with respect to any Security, means the date on
which the principal of such Security or an installment of principal becomes due
and payable as provided in or pursuant to this Indenture, whether at the Stated
Maturity or by declaration of acceleration, notice of redemption or repurchase,
notice of option to elect repayment or otherwise, and includes the Redemption
Date and Change in Control Purchase Date.

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

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

                  "Officers' Certificate" means a certificate signed by the
Chairman of the Board, a Vice Chairman, the President or a Vice President, and
by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary of the Company, that complies with the requirements of Section 314(e)
of the Trust Indenture Act and is delivered to the Trustee.

                  "Opinion of Counsel" means a written opinion of counsel, who
may be an employee of or counsel for the Company or other counsel who shall be
reasonably acceptable to the Trustee, that, if required by the Trust Indenture
Act, complies with the requirements of Section 314(e) of the Trust Indenture Act
and is delivered to the Trustee.

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

                  "Original Issue Discount Security" means a Security issued
pursuant to this Indenture which provides for declaration of an amount less than
the principal face amount thereof to be due and payable upon acceleration
pursuant to Section 502.

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

                  (a)      any such Security theretofore cancelled by the
                           Trustee or the Security Registrar or delivered to the
                           Trustee or the Security Registrar for cancellation;

                  (b)      any such Security for whose payment either at the
                           Maturity thereof or upon the Company becoming
                           obligated (subject to withdrawal of any


                                       7
<PAGE>



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

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

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

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Holders of Securities for quorum purposes, (i) the principal amount
of an Original Issue Discount Security that may be counted in making such
determination and that shall be deemed to be Outstanding for such purposes shall
be equal to the amount of the principal thereof that pursuant to the terms of
such Original Issue Discount Security would be declared (or shall have been
declared to be) due and payable upon a declaration of acceleration thereof
pursuant to Section 502 at the time of such determination, and (ii) the
principal amount of any Indexed Security that may be counted in making such
determination and that shall be deemed outstanding for such purpose shall be
equal to the principal face amount of such Indexed Security at original
issuance, unless otherwise provided in or pursuant to this Indenture, and (iii)
the principal amount of a Security denominated in a Foreign Currency shall be
the Dollar equivalent, determined on the date of original issuance of such
Security, of the principal amount (or, in the case of an Original Issue Discount
Security, the Dollar equivalent on the date of original issuance of such
Security of the amount determined as provided in (i) above) of such Security,
and (iv) Securities owned by the Company or any other obligor upon the
Securities or any Affiliate of the Company or such other obligor, shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in making any such determination or
relying upon any such request, demand, authorization, direction, notice, consent
or waiver, only Securities which a Responsible Officer of the Trustee knows to
be so owned shall be so disregarded. Securities so owned which shall have been
pledged in good faith may be regarded as Outstanding if the pledgee establishes
to the satisfaction of the Trustee (A) the pledgee's right so to act with
respect to such Securities and (B) that the pledgee is not the Company or any
other obligor upon the Securities or any Coupons appertaining thereto or an
Affiliate of the Company or such other obligor.


                                       8
<PAGE>



                  "Paying Agent" means any Person authorized by the Company to
pay the principal of, or any premium or interest on, or any Additional Amounts
with respect to, any Security or any Coupon on behalf of the Company.

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

                  "Place of Payment", with respect to any Security, means the
place or places where the principal of, or any premium or interest on, or any
Additional Amounts with respect to such Security are payable as provided in or
pursuant to this Indenture or such Security.

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

                  "Redemption Date", with respect to any Security or portion
thereof to be redeemed, means the date fixed for such redemption by or pursuant
to this Indenture or such Security.

                  "Redemption Price", with respect to any Security or portion
thereof to be redeemed, means the price at which it is to be redeemed as
determined by or pursuant to this Indenture or such Security.

                  "Registered Security" means any Security established pursuant
to Section 201 which is registered in the Security Register.

                  "Regular Record Date" for the interest payable on any
Registered Security on any Interest Payment Date therefor means the date, if
any, specified in or pursuant to this Indenture or such Security as the "Regular
Record Date".

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

                  "Responsible Officer" means any officer of the Trustee in its
Corporate Trust Office with direct responsibility for the administration of this
Indenture and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.1

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


----------
1        The Trustee should verify that these are the proper officers and make
         any necessary changes.



                                       9
<PAGE>



                  "Security" or "Securities" means any note or notes, bond or
bonds, debenture or debentures, or any other evidences of Indebtedness, as the
case may be, authenticated and delivered under this Indenture; provided,
however, that, if at any time there is more than one Person acting as Trustee
under this Indenture, "Securities", with respect to any such Person, shall mean
Securities authenticated and delivered under this Indenture, exclusive, however,
of Securities of any series as to which such Person is not Trustee.

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

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

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

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

                  "Trust Indenture Act" means the Trust Indenture Act of 1939,
as amended, and any reference herein to the Trust Indenture Act or a particular
provision thereof shall mean such Act or provision, as the case may be, as
amended or replaced from time to time or as supplemented from time to time by
rules or regulations adopted by the Commission under or in furtherance of the
purposes of such Act or provision, as the case may be.

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


                  "United States", except as otherwise provided in or pursuant
to this Indenture or any Security, means the United States of America (including
the states thereof and the District of Columbia), its territories and
possessions and other areas subject to its jurisdiction.

                  "United States Alien", except as otherwise provided in or
pursuant to this Indenture or any Security, means any Person who, for United
States Federal income tax purposes, is a foreign corporation, a non-resident
alien individual, a non-resident alien fiduciary of a foreign estate or trust,
or a foreign partnership one or more of the members of which is, for United
States Federal income tax purposes, a foreign corporation, a non-resident alien
individual or a non-resident alien fiduciary of a foreign estate or trust.



                                       10
<PAGE>


                  "U.S. Depository" or "Depository means, with respect to any
Security issuable or issued in the form of one or more global Securities, the
Person designated as U.S. Depository or Depository by the Company in or pursuant
to this Indenture, which Person must be, to the extent required by applicable
law or regulation, a clearing agency registered under the Securities Exchange
Act of 1934, as amended, and, if so provided with respect to any Security, any
successor to such Person. If at any time there is more than one such Person,
"U.S. Depository" or "Depository" shall mean, with respect to any Securities,
the qualifying entity which has been appointed with respect to such Securities.


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

                  "Voting Stock" means stock of a Corporation of the class or
classes having general voting power under ordinary circumstances to elect at
least a majority of the board of directors, managers or trustees of such
Corporation provided that, for the purposes hereof, stock which carries only the
right to vote conditionally on the happening of an event shall not be considered
voting stock whether or not such event shall have happened.

                  Section 102. Compliance Certificates and Opinions.

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


                  Section 103. Form of Documents Delivered to Trustee.

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

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



                                       11
<PAGE>



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

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


                  Section 104. Acts of Holders.

                  (1) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by or pursuant to this Indenture to be
given or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by an agent duly appointed in writing. If, but only if, Securities of a series
are issuable as Bearer Securities, any request, demand, authorization,
direction, notice, consent, waiver or other action provided in or pursuant to
this Indenture to be given or taken by Holders of Securities of such series may,
alternatively, be embodied in and evidenced by the record of Holders of
Securities of such series voting in favor thereof, either in person or by
proxies duly appointed in writing, at any meeting of Holders of Securities of
such series duly called and held in accordance with the provisions of Article
Fifteen, or a combination of such instruments and any such record. Except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments or record or both are delivered to the Trustee
and, where it is hereby expressly required, to the Company. Such instrument or
instruments and any such record (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments or so voting at any such meeting. Proof of
execution of any such instrument or of a writing appointing any such agent, or
of the holding by any Person of a Security, shall be sufficient for any purpose
of this Indenture and (subject to Section 315 of the Trust Indenture Act)
conclusive in favor of the Trustee and the Company and any agent of the Trustee
or the Company, if made in the manner provided in this Section. The record of
any meeting of Holders of Securities shall be proved in the manner provided in
Section 1406.

                  Without limiting the generality of this Section 104, unless
otherwise provided in or pursuant to this Indenture, a Holder, including a U.S.
Depository that is a Holder of a global Security, may make, give or take, by a
proxy, or proxies, duly appointed in writing, any request, demand,
authorization, direction, notice, consent, waiver or other Act provided in or
pursuant to this Indenture to be made, given or taken by Holders, and a U.S.
Depository that is a Holder of a global Security may provide its proxy or
proxies to the beneficial owners of interests in any such global Security
through such U.S. Depository's standing instructions and customary practices.

                  The Trustee shall fix a record date for the purpose of
determining the Persons who are beneficial owners of interest in any permanent
global Security held by a U.S. Depository entitled under the procedures of such
U.S. Depository to make, give or take, by a proxy or proxies duly appointed in
writing, any request, demand, authorization, direction, notice, consent, waiver
or other Act provided in or pursuant to this Indenture to be made, given or
taken by



                                       12
<PAGE>



Holders. If such a record date is fixed, the Holders on such record date or
their duly appointed proxy or proxies, and only such Persons, shall be entitled
to make, give or take such request, demand, authorization, direction, notice,
consent, waiver or other Act, whether or not such Holders remain Holders after
such record date. No such request, demand, authorization, direction, notice,
consent, waiver or other Act shall be valid or effective if made, given or taken
more than 90 days after such record date.

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

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

                  (4) The ownership, principal amount and serial numbers of
Bearer Securities held by any Person, and the date of the commencement and the
date of the termination of holding the same, may be proved by the production of
such Bearer Securities or by a certificate executed, as depositary, by any trust
company, bank, banker or other depositary reasonably acceptable to the Company,
wherever situated, if such certificate shall be deemed by the Company and the
Trustee to be satisfactory, showing that at the date therein mentioned such
Person had on deposit with such depositary, or exhibited to it, the Bearer
Securities therein described; or such facts may be proved by the certificate or
affidavit of the Person holding such Bearer Securities, if such certificate or
affidavit is deemed by the Trustee to be satisfactory. The Trustee and the
Company may assume that such ownership of any Bearer Security continues until
(1) another certificate or affidavit bearing a later date issued in respect of
the same Bearer Security is produced, or (2) such Bearer Security is produced to
the Trustee by some other Person, or (3) such Bearer Security is surrendered in
exchange for a Registered Security, or (4) such Bearer Security is no longer
Outstanding. The ownership, principal amount and serial numbers of Bearer
Securities held by the Person so executing such instrument or writing and the
date of the commencement and the date of the termination of holding the same may
also be proved in any other manner which the Company and the Trustee deem
sufficient.

                  (5) If the Company shall solicit from the Holders of any
Registered Securities any request, demand, authorization, direction, notice,
consent, waiver or other Act, the Company may at its option (but is not
obligated to), by Board Resolution, fix in advance a record date for the
determination of Holders of Registered Securities entitled to give such request,
demand, authorization, direction, notice, consent, waiver or other Act. If such
a record date is fixed, such request, demand, authorization, direction, notice,
consent, waiver or other Act may be given before or after such record date, but
only the Holders of Registered Securities of record at the close of business on
such record date shall be deemed to be Holders for the purpose of determining
whether Holders of the requisite proportion of Outstanding Securities have
authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other Act, and for that purpose the
Outstanding Securities shall be computed as of such record date; provided that
no such authorization, agreement or consent by the Holders



                                       13
<PAGE>



of Registered Securities shall be deemed effective unless it shall become
effective pursuant to the provisions of this Indenture not later than six months
after the record date.

                  (6) Any request, demand, authorization, direction, notice,
consent, waiver or other Act by the Holder of any Security shall bind every
future Holder of the same Security and the Holder of every Security issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done or suffered to be done by the Trustee, any Security
Registrar, any Paying Agent or the Company in reliance thereon, whether or not
notation of such Act is made upon such Security.

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

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

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

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

                  Section 106. Notice to Holders of Securities; Waiver.

                  Except as otherwise expressly provided in or pursuant to this
Indenture, where this Indenture provides for notice to Holders of Securities of
any event,

                  (1) such notice shall be sufficiently given to Holders of
         Registered Securities if in writing and mailed, first-class postage
         prepaid, to each Holder of a Registered Security affected by such
         event, at his address as it appears in the Security Register, not later
         than the latest date, and not earlier than the earliest date,
         prescribed for the giving of such notice; and

                  (2) such notice shall be sufficiently given to Holders of
         Bearer Securities, if any, if published in an Authorized Newspaper in
         The City of New York and, if such Securities are then listed on any
         stock exchange outside the United States, in an Authorized Newspaper in
         such city as the Company shall advise the Trustee that such stock
         exchange so requires, on a Business Day at least twice, the first such
         publication to be not earlier than the earliest date and the second
         such publication not later than the latest date prescribed for the
         giving of such notice.

                  In any case where notice to Holders of Registered Securities
is given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular



                                       14
<PAGE>



Holder of a Registered Security shall affect the sufficiency of such notice with
respect to other Holders of Registered Securities or the sufficiency of any
notice to Holders of Bearer Securities given as provided herein. Any notice
which is mailed in the manner herein provided shall be conclusively presumed to
have been duly given or provided. In case by reason of the suspension of regular
mail service or by reason of any other cause it shall be impracticable to give
such notice by mail, then such notification as shall be made with the approval
of the Trustee shall constitute a sufficient notification for every purpose
hereunder.

                  In case by reason of the suspension of publication of any
Authorized Newspaper or Authorized Newspapers or by reason of any other cause it
shall be impracticable to publish any notice to Holders of Bearer Securities as
provided above, then such notification to Holders of Bearer Securities as shall
be given with the approval of the Trustee shall constitute sufficient notice to
such Holders for every purpose hereunder. Neither failure to give notice by
publication to Holders of Bearer Securities as provided above, nor any defect in
any notice so published, shall affect the sufficiency of any notice mailed to
Holders of Registered Securities as provided above.

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


                  Section 107. Language of Notices.

                  Any request, demand, authorization, direction, notice,
consent, election or waiver required or permitted under this Indenture shall be
in the English language, except that, if the Company so elects, any published
notice may be in an official language of the country of publication.


                  Section 108. Conflict with Trust Indenture Act.

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


                  Section 109. Effect of Headings and Table of Contents.

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



                                       15
<PAGE>



                  Section 110. Successors and Assigns.

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


                  Section 111. Separability Clause.

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


                  Section 112. Benefits of Indenture.

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


                  Section 113. Governing Law.

                  This Indenture, the Securities and any Coupons shall be
governed by and construed in accordance with the laws of the State of New York
applicable to agreements made or instruments entered into and, in each case,
performed in said state without regard to the conflict of laws principles
thereof.


                  Section 114. Legal Holidays.

                  Unless otherwise specified in or pursuant to this Indenture or
any Securities, in any case where any Interest Payment Date, Business Day
following any Change in Control Purchase Date or Stated Maturity or Maturity of
any Security shall be a Legal Holiday at any Place of Payment, then
(notwithstanding any other provision of this Indenture, any Security or any
Coupon other than a provision in any Security or Coupon that specifically states
that such provision shall apply in lieu hereof) payment need not be made at such
Place of Payment on such date, and no interest shall accrue on the amount
payable on such date or at such time for the period from and after such Interest
Payment Date, Business Day following any Change in Control Purchase Date, Stated
Maturity or Maturity, as the case may be, to the next succeeding Business Day.


                  Section 115. Counterparts.

                  This Indenture may be executed in several counterparts, each
of which shall be an original and all of which shall constitute but one and the
same instrument.



                                       16
<PAGE>



                  Section 116. Judgment Currency.

                  The Company agrees, to the fullest extent that it may
effectively do so under applicable law, that (a) if for the purpose of obtaining
judgment in any court it is necessary to convert the sum due in respect of the
principal of, or premium or interest, if any, or Additional Amounts on the
Securities of any series (the "Required Currency") into a currency in which a
judgment will be rendered (the "Judgment Currency"), the rate of exchange used
shall be the rate at which in accordance with normal banking procedures the
Trustee could purchase in The City of New York the Required Currency with the
Judgment Currency on the New York Banking Day preceding that on which a final
unappealable judgment is given and (b) the Company's obligations under this
Indenture to make payments in the Required Currency (i) shall not be discharged
or satisfied by any tender, or any recovery pursuant to any judgment (whether or
not entered in accordance with clause (a)), in any currency other than the
Required Currency, except to the extent that such tender or recovery shall
result in the actual receipt, by the payee, of the full amount of the Required
Currency expressed to be payable in respect of such payments, (ii) shall be
enforceable as an alternative or additional cause of action for the purpose of
recovering in the Required Currency the amount, if any, by which such actual
receipt shall fall short of the full amount of the Required Currency so
expressed to be payable and (iii) shall not be affected by judgment being
obtained for any other sum due under this Indenture. For purposes of the
foregoing, "New York Banking Day" means any day except a Saturday, Sunday or a
legal holiday in The City of New York or a day on which banking institutions in
The City of New York are authorized or obligated by law, regulation or executive
order to be closed.


                                   ARTICLE TWO

                                SECURITIES FORMS

         Section 201. Forms Generally.

                  Each Registered Security, Bearer Security, Coupon and
temporary or permanent global Security issued pursuant to this Indenture shall
be in the form established by or pursuant to a Board Resolution, an Officer's
Certificate or in one or more indentures supplemental hereto, shall have such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by or pursuant to this Indenture or any indenture
supplemental hereto and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may,
consistently herewith, be determined by the officers executing such Security or
Coupon as evidenced by their execution of such Security or Coupon.

                  Unless otherwise provided in or pursuant to this Indenture or
any Securities, the Securities shall be issuable in registered form without
Coupons and shall not be issuable upon the exercise of warrants.

                  Definitive Securities and definitive Coupons shall be printed,
lithographed or engraved or produced by any combination of these methods on a
steel engraved border or steel engraved borders or may be produced in any other
manner, all as determined by the officers of



                                       17
<PAGE>



the Company executing such Securities or Coupons, as evidenced by their
execution of such Securities or Coupons.


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

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

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

                                      CHEMICAL BANK,
                                            as Trustee

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


         Section 203. Securities in Global Form.

                  Unless otherwise provided in or pursuant to this Indenture or
any Securities, the Securities shall not be issuable in temporary or permanent
global form. If Securities of a series shall be issuable in global form, any
such Security may provide that it or any number of such Securities shall
represent the aggregate amount of all Outstanding Securities of such series (or
such lesser amount as is permitted by the terms thereof) from time to time
endorsed thereon and may also provide that the aggregate amount of Outstanding
Securities represented thereby may from time to time be increased or reduced to
reflect exchanges. Any endorsement of any Security in global form to reflect the
amount, or any increase or decrease in the amount, or changes in the rights of
Holders, of Outstanding Securities represented thereby shall be made in such
manner and by such Person or Persons as shall be specified therein or in the
Company Order to be delivered pursuant to Section 303 or 304 with respect
thereto. Subject to the provisions of Section 303 and, if applicable, Section
304, the Trustee shall deliver and redeliver any Security in permanent global
form in the manner and upon instructions given by the Person or Persons
specified therein or in the applicable Company Order. If a Company Order
pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any
instructions by the Company with respect to a Security in global form shall be
in writing but need not be accompanied by or contained in an Officers'
Certificate and need not be accompanied by an Opinion of Counsel.

                  Notwithstanding the provisions of Section 307, unless
otherwise specified in or pursuant to this Indenture or any Securities, payment
of principal of, any premium and interest on, and any Additional Amounts in
respect of, any Security in temporary or permanent global form shall be made to
the Person or Persons specified therein.

                  Notwithstanding the provisions of Section 308 and except as
provided in the preceding paragraph, the Company, the Trustee and any agent of
the Company and the Trustee shall treat as the Holder of such principal amount
of Outstanding Securities represented by a



                                       18
<PAGE>



global Security (i) in the case of a global Security in registered form, the
Holder of such global Security in registered form, or (ii) in the case of a
global Security in bearer form, the Person or Persons specified pursuant to
Section 301.


                                  ARTICLE THREE

                                 THE SECURITIES

                  Section 301. Amount Unlimited; Issuable in Series.

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

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

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

                  (2) any limit upon the aggregate principal amount of the
         Securities of such title or the Securities of such series which may be
         authenticated and delivered under this Indenture (except for Securities
         authenticated and delivered upon registration or transfer of, or in
         exchange for, or in lieu of, other Securities of such series pursuant
         to Section 304, 305, 306, 905 or 1107, upon repayment on part of any
         Registered Security of such series pursuant to Article Thirteen or
         pursuant to the terms of such Securities);

                  (3) if such Securities are to be issuable as Registered
         Securities, as Bearer Securities or alternatively as Bearer Securities
         and Registered Securities, and whether the Bearer Securities are to be
         issuable with Coupons, without Coupons or both, and any restrictions
         applicable to the offer, sale or delivery of the Bearer Securities and
         the terms, if any, upon which Bearer Securities may be exchanged for
         Registered Securities and vice versa;

                  (4) if any of such Securities are to be issuable in global
         form, when any of such Securities are to be issuable in global form and
         (i) whether such Securities are to be issued in temporary or permanent
         global form or both, (ii) whether beneficial owners of interests in any
         such global Security may exchange such interests for Securities of the
         same series and of like tenor and of any authorized form and
         denomination, and the circumstances under which any such exchanges may
         occur, if other than in the manner specified in Section 305, and (iii)
         the name of the Depository or the U.S. Depository, as the case may be,
         with respect to any global Security;

                  (5) if any of such Securities are to be issuable as Bearer
         Securities or in global form, the date as of which any such Bearer
         Security or global Security shall be dated (if other than the date of
         original issuance of the first of such Securities to be issued);



                                       19
<PAGE>



                  (6) if any of such Securities are to be issuable as Bearer
         Securities, whether interest in respect of any portion of a temporary
         Bearer Security in global form payable in respect of an Interest
         Payment Date therefor prior to the exchange, if any, of such temporary
         Bearer Security for definitive Securities shall be paid to any clearing
         organization with respect to the portion of such temporary Bearer
         Security held for its account and, in such event, the terms and
         conditions (including any certification requirements) upon which any
         such interest payment received by a clearing organization will be
         credited to the Persons entitled to interest payable on such Interest
         Payment Date;

                  (7) the date or dates, or the method or methods, if any, by
         which such date or dates shall be determined, on which the principal of
         such Securities is payable;

                  (8) the rate or rates at which such Securities shall bear
         interest, if any, or the method or methods, if any, by which such rate
         or rates are to be determined, the date or dates, if any, from which
         such interest shall accrue or the method or methods, if any, by which
         such date or dates are to be determined, the Interest Payment Dates, if
         any, on which such interest shall be payable and the Regular Record
         Date, if any, for the interest payable on Registered Securities on any
         Interest Payment Date, whether and under what circumstances Additional
         Amounts on such Securities or any of them shall be payable, the notice,
         if any, to Holders regarding the determination of interest on a
         floating rate Security and the manner of giving such notice, and the
         basis upon which interest shall be calculated if other than that of a
         360-day year of twelve 30-day months;

                  (9) if in addition to or other than the Borough of Manhattan,
         The City of New York, the place or places where the principal of, any
         premium and interest on or any Additional Amounts with respect to such
         Securities shall be payable, any of such Securities that are Registered
         Securities may be surrendered for registration of transfer or exchange
         and notices or demands to or upon the Company in respect of such
         Securities and this Indenture may be served, the extent to which, or
         the manner in which, any interest payment or Additional Amounts on a
         global Security on an Interest Payment Date, will be paid and the
         manner in which any principal of or premium, if any, on any global
         Security will be paid;

                  (10) whether any of such Securities are to be redeemable at
         the option of the Company and, if so, the date or dates on which, the
         period or periods within which, the price or prices at which and the
         other terms and conditions upon which such Securities may be redeemed,
         in whole or in part, at the option of the Company;

                  (11) the denominations in which any of such Securities that
         are Registered Securities shall be issuable if other than denominations
         of $1,000 and any integral multiple thereof, and the denominations in
         which any of such Securities that are Bearer Securities shall be
         issuable if other than the denomination of $5,000;

                  (12) if other than the principal amount thereof, the portion
         of the principal amount of any of such Securities that shall be payable
         upon declaration of acceleration of the



                                       20
<PAGE>



         Maturity thereof pursuant to Section 502 or the method by which such
         portion is to be determined;

                  (13) if other than Dollars, the Foreign Currency in which
         payment of the principal of, any premium or interest on or any
         Additional Amounts with respect to any of such Securities shall be
         payable;

                  (14) if the principal of, any premium or interest on or any
         Additional Amounts with respect to any of such Securities are to be
         payable, at the election of the Company or a Holder thereof or
         otherwise, in Dollars or in a Foreign Currency other than that in which
         such Securities are stated to be payable, the date or dates on which,
         the period or periods within which, and the other terms and conditions
         upon which, such election may be made, and the time and manner of
         determining the exchange rate between the Currency in which such
         Securities are stated to be payable and the Currency in which such
         Securities or any of them are to be paid pursuant to such election, and
         any deletions from or modifications of or additions to the terms of
         this Indenture to provide for or to facilitate the issuance of
         Securities denominated or payable, at the election of the Company or a
         Holder thereof or otherwise, in a Foreign Currency;

                  (15) whether the amount of payments of principal of, any
         premium or interest on or any Additional Amounts with respect to such
         Securities may be determined with reference to an index, formula or
         other method or methods (which index, formula or method or methods may
         be based, without limitation, on one or more Currencies, commodities,
         equity indices or other indices), and, if so, the terms and conditions
         upon which and the manner in which such amounts shall be determined and
         paid or payable;

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

                  (17) if either or both of Section 402(2) relating to
         defeasance or Section 402(3) relating to covenant defeasance shall not
         be applicable to the Securities of such series, or any covenants in
         addition to those specified in Section 402(3) relating to the
         Securities of such series shall be subject to covenant defeasance, and
         any deletions from, or modifications or additions to, the provisions of
         Article Four in respect of the Securities of such series;

                  (18) if any of such Securities are to be issuable upon the
         exercise of warrants, and the time, manner and place for such
         Securities to be authenticated and delivered;

                  (19) if any of such Securities are to be issuable in global
         form and are to be issuable in definitive form (whether upon original
         issue or upon exchange of a temporary Security) only upon receipt of
         certain certificates or other documents or satisfaction of other
         conditions, then the form and terms of such certificates, documents or
         conditions;



                                       21
<PAGE>



                  (20) if there is more than one Trustee, the identity of the
         Trustee and, if not the Trustee, the identity of each Security
         Registrar, Paying Agent or Authenticating Agent with respect to such
         Securities;

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

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

                  All Securities of any one series and all Coupons, if any,
appertaining to Bearer Securities of such series shall be substantially
identical except as to Currency of payments due thereunder, denomination and the
rate of interest, or method of determining the rate of interest, if any,
Maturity, and the date from which interest, if any, shall accrue and except as
may otherwise be provided by the Company in or pursuant to the Board Resolution
and set forth in the Officers' Certificate or in any indenture or indentures
supplemental hereto pertaining to such series of Securities. The terms of the
Securities of any series may provide, without limitation, that the Securities
shall be authenticated and delivered by the Trustee on original issue from time
to time upon telephonic or written order of persons designated in the Officers'
Certificate or supplemental indenture (telephonic instructions to be promptly
confirmed in writing by such person) and that such persons are authorized to
determine, consistent with such Officers' Certificate or any applicable
supplemental indenture, such terms and conditions of the Securities of such
series as are specified in such Officers' Certificate or supplemental indenture.
All Securities of any one series need not be issued at the same time and, unless
otherwise so provided by the Company, a series may be reopened for issuances of
additional Securities of such series or to establish additional terms of such
series of Securities.

                  If any of the terms of the Securities of any series shall be
established by action taken by or pursuant to a Board Resolution, the Board
Resolution shall be delivered to the Trustee at or prior to the delivery of the
Officers' Certificate setting forth the terms of such series.


                  Section 302. Currency; Denominations.

                  Unless otherwise provided in or pursuant to this Indenture,
the principal of, any premium and interest on and any Additional Amounts with
respect to the Securities shall be payable in Dollars. Unless otherwise provided
in or pursuant to this Indenture, Registered Securities denominated in Dollars
shall be issuable in registered form without Coupons in denominations of $1,000
and any integral multiple thereof, and the Bearer Securities denominated in
Dollars shall be issuable in the denomination of $5,000. Securities not
denominated in Dollars shall be issuable in such denominations as are
established with respect to such Securities in or pursuant to this Indenture.



                                       22
<PAGE>



                  Section 303. Execution, Authentication, Delivery and Dating.

                  Securities shall be executed on behalf of the Company by its
Chairman of the Board, one of its Vice Chairmen, its President, its Treasurer,
one of its Assistant Treasurers or one of its Vice Presidents under its
corporate seal reproduced thereon and attested by its Secretary or one of its
Assistant Secretaries. Coupons shall be executed on behalf of the Company by the
Treasurer, one of its Vice Presidents or any Assistant Treasurer of the Company.
The signature of any of these officers on the Securities or any Coupons
appertaining thereto may be manual or facsimile.

                  Securities and any Coupons appertaining thereto bearing the
manual or facsimile signatures of individuals who were at any time the proper
officers of the Company shall bind the Company, notwithstanding that such
individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Securities or did not hold such offices at
the date of such Securities or Coupons.

                  At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities, together with
any Coupons appertaining thereto, executed by the Company, to the Trustee for
authentication and, provided that the Board Resolution and Officers' Certificate
or supplemental indenture or indentures with respect to such Securities referred
to in Section 301 and a Company Order for the authentication and delivery of
such Securities have been delivered to the Trustee, the Trustee in accordance
with the Company Order and subject to the provisions hereof and of such
Securities shall authenticate and deliver such Securities. In authenticating
such Securities, and accepting the additional responsibilities under this
Indenture in relation to such Securities and any Coupons appertaining thereto,
the Trustee shall be entitled to receive, and (subject to Sections 315(a)
through 315(d) of the Trust Indenture Act) shall be fully protected in relying
upon,

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

                  (a) the form or forms and terms of such Securities and
         Coupons, if any, have been established in conformity with the
         provisions of this Indenture;

                  (b) all conditions precedent to the authentication and
         delivery of such Securities and Coupons, if any, appertaining thereto,
         have been complied with and that such Securities, and Coupons, when
         completed by appropriate insertions, executed under the Company's
         corporate seal and attested by duly authorized officers of the Company,
         delivered by duly authorized officers of the Company to the Trustee for
         authentication pursuant to this Indenture, and authenticated and
         delivered by the Trustee and issued by the Company in the manner and
         subject to any conditions specified in such Opinion of Counsel, will
         constitute legally valid and binding obligations of the Company,
         enforceable against the Company in accordance with their terms, except
         as enforcement thereof may be subject to or limited by bankruptcy,
         insolvency, reorganization, moratorium, arrangement, fraudulent
         conveyance, fraudulent transfer or other similar laws relating to or
         affecting creditors' rights generally, and subject to general
         principles of equity (regardless of whether enforcement is sought in a
         proceeding in equity or at


                                       23
<PAGE>



         law) and will entitle the Holders thereof to the benefits of this
         Indenture; such Opinion of Counsel need express no opinion as to the
         availability of equitable remedies;

                  (c) all laws and requirements in respect of the execution and
         delivery by the Company of such Securities and Coupons, if any, have
         been complied with; and

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

                  (2) an Officers' Certificate stating that, to the best
knowledge of the Persons executing such certificate, no event which is, or after
notice or lapse of time would become, an Event of Default with respect to any of
the Securities shall have occurred and be continuing.

                  If all the Securities of any series are not to be issued at
one time, it shall not be necessary to deliver an Opinion of Counsel and an
Officers' Certificate at the time of issuance of each Security, but such opinion
and certificate, with appropriate modifications, shall be delivered at or before
the time of issuance of the first Security of such series. After any such first
delivery, any separate request by the Company that the Trustee authenticate
Securities of such series for original issue will be deemed to be a
certification by the Company that all conditions precedent provided for in this
Indenture relating to authentication and delivery of such Securities continue to
have been complied with.

                  The Trustee shall not be required to authenticate or to cause
an Authenticating Agent to authenticate any Securities if the issue of such
Securities pursuant to this Indenture will affect the Trustee's own rights,
duties or immunities under the Securities and this Indenture or otherwise in a
manner which is not reasonably acceptable to the Trustee or if the Trustee,
being advised by counsel, determines that such action may not lawfully be taken.

                  Each Registered Security shall be dated the date of its
authentication. Each Bearer Security and any Bearer Security in global form
shall be dated as of the date specified in or pursuant to this Indenture.

                  No Security or Coupon appertaining thereto shall be entitled
to any benefit under this Indenture or be valid or obligatory for any purpose,
unless there appears on such Security a certificate of authentication
substantially in the form provided for in Section 202 or 611 executed by or on
behalf of the Trustee or by the Authenticating Agent by the manual signature of
one of its authorized officers. Such certificate upon any Security shall be
conclusive evidence, and the only evidence, that such Security has been duly
authenticated and delivered hereunder. Except as permitted by Section 306 or
307, the Trustee shall not authenticate and deliver any Bearer Security unless
all Coupons appertaining thereto then matured have been detached and cancelled.


                  Section 304. Temporary Securities.

                  Pending the preparation of definitive Securities, the Company
may execute and deliver to the Trustee and, upon Company Order, the Trustee
shall authenticate and deliver, in the manner provided in Section 303, temporary
Securities in lieu thereof which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized



                                       24
<PAGE>



denomination, substantially of the tenor of the definitive Securities in lieu of
which they are issued, in registered form or, if authorized in or pursuant to
this Indenture, in bearer form with one or more Coupons or without Coupons and
with such appropriate insertions, omissions, substitutions and other variations
as the officers of the Company executing such Securities may determine, as
conclusively evidenced by their execution of such Securities. Such temporary
Securities may be in global form.

                  Except in the case of temporary Securities in global form,
which shall be exchanged in accordance with the provisions thereof, if temporary
Securities are issued, the Company shall cause definitive Securities to be
prepared without unreasonable delay. After the preparation of definitive
Securities of the same series and containing terms and provisions that are
identical to those of any temporary Securities, such temporary Securities shall
be exchangeable for such definitive Securities upon surrender of such temporary
Securities at an Office or Agency for such Securities, without charge to any
Holder thereof. Upon surrender for cancellation of any one or more temporary
Securities (accompanied by any unmatured Coupons appertaining thereto), the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like principal amount of definitive Securities of authorized
denominations of the same series and containing identical terms and provisions;
provided, however, that no definitive Bearer Security, except as provided in or
pursuant to this Indenture, shall be delivered in exchange for a temporary
Registered Security; and provided, further, that a definitive Bearer Security
shall be delivered in exchange for a temporary Bearer Security only in
compliance with the conditions set forth in or pursuant to this Indenture.
Unless otherwise provided in or pursuant to this Indenture with respect to a
temporary global Security, until so exchanged the temporary Securities of any
series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series.


                  Section 305. Registration, Transfer and Exchange.

                  With respect to the Registered Securities of each series, if
any, the Company shall cause to be kept a register (each such register being
herein sometimes referred to as the "Security Register") at an Office or Agency
for such series in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of the Registered
Securities of such series and of transfers of the Registered Securities of such
series. Such Office or Agency shall be the "Security Registrar" for that series
of Securities. Unless otherwise specified in or pursuant to this Indenture or
the Securities, the Trustee shall be the initial Security Registrar for each
series of Securities. The Company shall have the right to remove and replace
from time to time the Security Registrar for any series of Securities; provided
that no such removal or replacement shall be effective until a successor
Security Registrar with respect to such series of Securities shall have been
appointed by the Company and shall have accepted such appointment by the
Company. In the event that the Trustee shall not be or shall cease to be
Security Registrar with respect to a series of Securities, it shall have the
right to examine the Security Register for such series at all reasonable times.
There shall be only one Security Register for each series of Securities.



                                       25
<PAGE>



                  Upon surrender for registration of transfer of any Registered
Security of any series at any Office or Agency for such series, the Company
shall execute, and the Trustee shall authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Registered Securities
of the same series denominated as authorized in or pursuant to this Indenture,
of a like aggregate principal amount bearing a number not contemporaneously
outstanding and containing identical terms and provisions.

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

                  If provided in or pursuant to this Indenture, with respect to
Securities of any series, at the option of the Holder, Bearer Securities of such
series may be exchanged for Registered Securities of such series containing
identical terms, denominated as authorized in or pursuant to this Indenture and
in the same aggregate principal amount, upon surrender of the Bearer Securities
to be exchanged at any Office or Agency for such series, with all unmatured
Coupons and all matured Coupons in default thereto appertaining. If the Holder
of a Bearer Security is unable to produce any such unmatured Coupon or Coupons
or matured Coupon or Coupons in default, such exchange may be effected if the
Bearer Securities are accompanied by payment in funds acceptable to the Company
and the Trustee in an amount equal to the face amount of such missing Coupon or
Coupons, or the surrender of such missing Coupon or Coupons may be waived by the
Company and the Trustee if there is furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent harmless. If
thereafter the Holder of such Bearer Security shall surrender to any Paying
Agent any such missing Coupon in respect of which such a payment shall have been
made, such Holder shall be entitled to receive the amount of such payment;
provided, however, that, except as otherwise provided in Section 1002, interest
represented by Coupons shall be payable only upon presentation and surrender of
those Coupons at an Office or Agency for such series located outside the United
States. Notwithstanding the foregoing, in case a Bearer Security of any series
is surrendered at any such Office or Agency for such series in exchange for a
Registered Security of such series and like tenor after the close of business at
such Office or Agency on (i) any Regular Record Date and before the opening of
business at such Office or Agency on the relevant Interest Payment Date, or (ii)
any Special Record Date and before the opening of business at such Office or
Agency on the related date for payment of Defaulted Interest, such Bearer
Security shall be surrendered without the Coupon relating to such Interest
Payment Date or proposed date of payment, as the case may be (or, if such Coupon
is so surrendered with such Bearer Security, such Coupon shall be returned to
the Person so surrendering the Bearer Security), and interest or Defaulted
Interest, as the case may be, shall not be payable on such Interest Payment Date
or proposed date for payment, as the case may be, in respect of the Registered
Security issued in exchange for such Bearer Security, but shall be payable only
to the Holder of such Coupon when due in accordance with the provisions of this
Indenture.



                                       26
<PAGE>



                  If provided in or pursuant to this Indenture with respect to
Securities of any series, at the option of the Holder, Registered Securities of
such series may be exchanged for Bearer Securities upon such terms and
conditions as may be provided in or pursuant to this Indenture with respect to
such series.

                  Whenever any Securities are surrendered for exchange as
contemplated by the immediately preceding two paragraphs, the Company shall
execute, and the Trustee shall authenticate and deliver, the Securities which
the Holder making the exchange is entitled to receive.

                  Notwithstanding the foregoing, except as otherwise provided in
or pursuant to this Indenture, any global Security shall be exchangeable for
definitive Securities only if (i) the Depository is at any time unwilling,
unable or ineligible to continue as Depository and a successor depository is not
appointed by the Company within 90 days of the date the Company is so informed
in writing, (ii) the Company executes and delivers to the Trustee a Company
Order to the effect that such global Security shall be so exchangeable, or (iii)
an Event of Default has occurred and is continuing with respect to the
Securities. If the beneficial owners of interests in a global Security are
entitled to exchange such interests for definitive Securities as the result of
an event described in clause (i), (ii) or (iii) of the preceding sentence, then
without unnecessary delay but in any event not later than the earliest date on
which such interests may be so exchanged, the Company shall deliver to the
Trustee definitive Securities in such form and denominations as are required by
or pursuant to this Indenture, and of the same series, containing identical
terms and in aggregate principal amount equal to the principal amount of such
global Security, executed by the Company. On or after the earliest date on which
such interests may be so exchanged, such global Security shall be surrendered
from time to time by the U.S. Depository or such other Depository as shall be
specified in the Company Order with respect thereto, and in accordance with
instructions given to the Trustee and the U.S. Depository or such other
Depository, as the case may be (which instructions shall be in writing but need
not be contained in or accompanied by an Officers' Certificate or be accompanied
by an Opinion of Counsel), as shall be specified in the Company Order with
respect thereto to the Trustee, as the Company's agent for such purpose, to be
exchanged, in whole or in part, for definitive Securities as described above
without charge. The Trustee shall authenticate and make available for delivery,
in exchange for each portion of such surrendered global Security, a like
aggregate principal amount of definitive Securities of the same series of
authorized denominations and of like tenor as the portion of such global
Security to be exchanged, which (unless such Securities are not issuable both as
Bearer Securities and as Registered Securities, in which case the definitive
Securities exchanged for the global Security shall be issuable only in the form
in which the Securities are issuable, as provided in or pursuant to this
Indenture) shall be in the form of Bearer Securities or Registered Securities,
or any combination thereof, as shall be specified by the beneficial owner
thereof, but subject to the satisfaction of any certification or other
requirements to the issuance of Bearer Securities; provided, however, that no
such exchanges may occur during a period beginning at the opening of business 15
days before any selection of Securities of the same series to be redeemed and
ending on the relevant Redemption Date; and provided, further, that (unless
otherwise provided in or pursuant to this Indenture) no Bearer Security
delivered in exchange for a portion of a global Security shall be mailed or
otherwise delivered to any location in the United States. Promptly following any
such exchange



                                       27
<PAGE>



in part, such global Security shall be returned by the Trustee to such
Depository or the U.S. Depository, as the case may be, or such other Depository
or U.S. Depository referred to above in accordance with the instructions of the
Company referred to above. If a Registered Security is issued in exchange for
any portion of a global Security after the close of business at the Office or
Agency for such Security where such exchange occurs on or after (i) any Regular
Record Date for such Security and before the opening of business at such Office
or Agency on the next Interest Payment Date, or (ii) any Special Record Date for
such Security and before the opening of business at such Office or Agency on the
related proposed date for payment of interest or Defaulted Interest, as the case
may be, interest shall not be payable on such Interest Payment Date or proposed
date for payment, as the case may be, in respect of such Registered Security,
but shall be payable on such Interest Payment Date or proposed date for payment,
as the case may be, only to the Person to whom interest in respect of such
portion of such global Security shall be payable in accordance with the
provisions of this Indenture.

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

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

                  No service charge shall be made for any registration of
transfer or exchange, or redemption of Securities, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge.

                  Except as otherwise provided in or pursuant to this Indenture,
the Company shall not be required (i) to issue, register the transfer of or
exchange any Securities during a period beginning at the opening of business 15
days before the day of the selection for redemption of Securities of like tenor
and the same series under Section 1103 and ending at the close of business on
the day of such selection, or (ii) to register the transfer of or exchange any
Registered Security so selected for redemption in whole or in part, except in
the case of any Security to be redeemed in part, the portion thereof not to be
redeemed, or (iii) to exchange any Bearer Security so selected for redemption
except, to the extent provided with respect to such Bearer Security, that such
Bearer Security may be exchanged for a Registered Security of like tenor and the
same series, provided that such Registered Security shall be immediately
surrendered for redemption with written instruction for payment consistent with
the provisions of this Indenture or (iv) to issue, register the transfer of or
exchange any Security which, in accordance with its terms, has been surrendered
for repayment at the option of the Holder, except the portion, if any, of such
Security not to be so repaid.



                                       28
<PAGE>



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

                  If any mutilated Security or a Security with a mutilated
Coupon appertaining to it is surrendered to the Trustee, subject to the
provisions of this Section 306, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new Security of the same series
containing identical terms and of like principal amount and bearing a number not
contemporaneously outstanding, with Coupons appertaining thereto corresponding
to the Coupons, if any, appertaining to the surrendered Security.

                  If there be delivered to the Company and to the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any Security
or Coupon, and (ii) such security or indemnity as may be required by them to
save each of them and any agent of either of them harmless, then, in the absence
of notice to the Company or the Trustee that such Security or Coupon has been
acquired by a bona fide purchaser, the Company shall execute and, upon Company
Request the Trustee shall authenticate and deliver, in exchange for or in lieu
of any such mutilated, destroyed, lost or stolen Security or in exchange for the
Security to which a destroyed, lost or stolen Coupon appertains with all
appurtenant Coupons not destroyed, lost or stolen, a new Security of the same
series containing identical terms and of like principal amount and bearing a
number not contemporaneously outstanding, with Coupons corresponding to the
Coupons, if any, appertaining to such destroyed, lost or stolen Security or to
the Security to which such destroyed, lost or stolen Coupon appertains.

                  Notwithstanding the foregoing provisions of this Section 306,
in case any mutilated, destroyed, lost or stolen Security or Coupon has become
or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security or Coupon; provided,
however, that principal of, any premium or interest on or any Additional Amounts
with respect to any Bearer Securities shall, except as otherwise provided in
Section 1002, be payable only at an Office or Agency for such Securities located
outside the United States and, unless otherwise provided in or pursuant to this
Indenture, any interest on Bearer Securities and any Additional Amounts with
respect to such interest shall be payable only upon presentation and surrender
of the Coupons appertaining thereto.

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

                  Every new Security, with any Coupons appertaining thereto
issued pursuant to this Section in lieu of any destroyed, lost or stolen
Security, or in exchange for a Security to which a destroyed, lost or stolen
Coupon appertains shall constitute a separate obligation of the Company, whether
or not the destroyed, lost or stolen Security and Coupons appertaining thereto
or the destroyed, lost or stolen Coupon shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of such series and the
Coupons, if any, duly issued hereunder.



                                       29
<PAGE>



                  The provisions of this Section, as amended or supplemented
pursuant to this Indenture with respect to particular Securities or generally,
shall be exclusive and shall preclude (to the extent lawful) all other rights
and remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities or Coupons.


                  Section 307.  Payment of Interest and Certain Additional
                                Amounts; Rights to Interest and Certain
                                Additional Amounts Preserved.

                  Unless otherwise provided in or pursuant to this Indenture,
any interest on and any Additional Amounts with respect to any Registered
Security which shall be payable, and are punctually paid or duly provided for,
on any Interest Payment Date shall be paid to the Person in whose name such
Security (or one or more Predecessor Securities) is registered as of the close
of business on the Regular Record Date for such interest. Unless otherwise
provided in or pursuant to this Indenture, in case a Bearer Security is
surrendered in exchange for a Registered Security after the close of business at
an Office or Agency for such Security on any Regular Record Date therefor and
before the opening of business at such Office or Agency on the next succeeding
Interest Payment Date therefor, such Bearer Security shall be surrendered
without the Coupon relating to such Interest Payment Date and interest shall not
be payable on such Interest Payment Date in respect of the Registered Security
issued in exchange for such Bearer Security, but shall be payable only to the
Holder of such Coupon when due in accordance with the provisions of this
Indenture.

                  Unless otherwise provided in or pursuant to this Indenture,
any interest on and any Additional Amounts with respect to any Registered
Security which shall be payable, but shall not be punctually paid or duly
provided for, on any Interest Payment Date for such Registered Security (herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holder
thereof on the relevant Regular Record Date by virtue of having been such
Holder; and such Defaulted Interest may be paid by the Company, at its election
in each case, as provided in Clause (1) or (2) below:

                  (1) The Company may elect to make payment of any Defaulted
         Interest to the Person in whose name such Registered Security (or a
         Predecessor Security thereof) shall be registered at the close of
         business on a Special Record Date for the payment of such Defaulted
         Interest, which shall be fixed in the following manner. The Company
         shall notify the Trustee in writing of the amount of Defaulted Interest
         proposed to be paid on such Registered Security and the date of the
         proposed payment, and at the same time the Company shall deposit with
         the Trustee an amount of money equal to the aggregate amount proposed
         to be paid in respect of such Defaulted Interest or shall make
         arrangements satisfactory to the Trustee for such deposit on or prior
         to the date of the proposed payment, such money when so deposited to be
         held in trust for the benefit of the Person entitled to such Defaulted
         Interest as in this Clause provided. Thereupon, the Trustee shall fix a
         Special Record Date for the payment of such Defaulted Interest which
         shall be not more than 15 days and not less than 10 days prior to the
         date of the proposed payment and not less than 10 days after the
         receipt by the Trustee of the notice of the proposed payment. The
         Trustee shall promptly notify the Company of such Special Record Date
         and, in the name and at the expense of the Company shall cause notice
         of the proposed payment of such Defaulted Interest and the Special



                                       30
<PAGE>



         Record Date therefor to be mailed, first-class postage prepaid, to the
         Holder of such Registered Security (or a Predecessor Security thereof)
         at his address as it appears in the Security Register not less than 10
         days prior to such Special Record Date. The Trustee may, in its
         discretion, in the name and at the expense of the Company cause a
         similar notice to be published at least once in an Authorized Newspaper
         of general circulation in the Borough of Manhattan, The City of New
         York, but such publication shall not be a condition precedent to the
         establishment of such Special Record Date. Notice of the proposed
         payment of such Defaulted Interest and the Special Record Date therefor
         having been mailed as aforesaid, such Defaulted Interest shall be paid
         to the Person in whose name such Registered Security (or a Predecessor
         Security thereof) shall be registered at the close of business on such
         Special Record Date and shall no longer be payable pursuant to the
         following clause (2). In case a Bearer Security is surrendered at the
         Office or Agency for such Security in exchange for a Registered
         Security after the close of business at such Office or Agency on any
         Special Record Date and before the opening of business at such Office
         or Agency on the related proposed date for payment of Defaulted
         Interest, such Bearer Security shall be surrendered without the Coupon
         relating to such Defaulted Interest and Defaulted Interest shall not be
         payable on such proposed date of payment in respect of the Registered
         Security issued in exchange for such Bearer Security, but shall be
         payable only to the Holder of such Coupon when due in accordance with
         the provisions of this Indenture.

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

                  Unless otherwise provided in or pursuant to this Indenture or
the Securities of any particular series, at the option of the Company, interest
on Registered Securities that bear interest may be paid by mailing a check to
the address of the Person entitled thereto as such address shall appear in the
Security Register or by transfer to an account maintained by the payee with a
bank located in the United States.

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


                  Section 308. Persons Deemed Owners.

                  Prior to due presentment of a Registered Security for
registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name such Registered Security is
registered in the Security Register as the owner of such



                                       31
<PAGE>



Registered Security for the purpose of receiving payment of principal of, any
premium and (subject to Sections 305 and 307) interest on and any Additional
Amounts with respect to such Registered Security and for all other purposes
whatsoever, whether or not any payment with respect to such Registered Security
shall be overdue, and neither the Company, nor the Trustee or any agent of the
Company or the Trustee shall be affected by notice to the contrary.

                  The Company, the Trustee and any agent of the Company or the
Trustee may treat the bearer of any Bearer Security or the bearer of any Coupon
as the absolute owner of such Security or Coupon for the purpose of receiving
payment thereof or on account thereof and for all other purposes whatsoever,
whether or not any payment with respect to such Security or Coupon shall be
overdue, and neither the Company, nor the Trustee or any agent of the Company or
the Trustee shall be affected by notice to the contrary.

                  No holder of any beneficial interest in any global Security
held on its behalf by a Depository shall have any rights under this Indenture
with respect to such global Security, and such Depository may be treated by the
Company, the Trustee, and any agent of the Company or the Trustee as the owner
of such global Security for all purposes whatsoever. None of the Company, the
Trustee, any Paying Agent or the Security Registrar will have any responsibility
or liability for any aspect of the records relating to or payments made on
account of beneficial ownership interests of a global Security or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.


                  Section 309. Cancellation.

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


                  Section 310. Computation of Interest.

                  Except as otherwise provided in or pursuant to this Indenture
or in any Security, interest on the Securities shall be computed on the basis of
a 360-day year of twelve 30-day months.



                                       32
<PAGE>



                                  ARTICLE FOUR

                     SATISFACTION AND DISCHARGE OF INDENTURE

                  Section 401. Satisfaction and Discharge.

                  Upon the direction of the Company by a Company Order, this
Indenture shall cease to be of further effect with respect to any series of
Securities specified in such Company Order and any Coupons appertaining thereto,
and the Trustee, on receipt of a Company Order, at the expense of the Company,
shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture as to such series, when

                  (1) either

                           (a) all Securities of such series theretofore
         authenticated and delivered and all Coupons appertaining thereto (other
         than (i) Coupons appertaining to Bearer Securities of such series
         surrendered in exchange for Registered Securities of such series and
         maturing after such exchange whose surrender is not required or has
         been waived as provided in Section 305, (ii) Securities and Coupons of
         such series which have been destroyed, lost or stolen and which have
         been replaced or paid as provided in Section 306, (iii) Coupons
         appertaining to Securities of such series called for redemption and
         maturing after the relevant Redemption Date whose surrender has been
         waived as provided in Section 1107, and (iv) Securities and Coupons of
         such series for whose payment money in the applicable Currency has
         theretofore been deposited in trust or segregated and held in trust by
         the Company and thereafter repaid to the Company or discharged from
         such trust, as provided in Section 1003) have been delivered to the
         Trustee for cancellation; or

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

                                    (i) have become due and payable, or

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

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

         and the Company, in the case of (i), (ii) or (iii) above, has deposited
         or caused to be deposited with the Trustee as trust funds in trust for
         such purpose, money in the Currency in which such Securities are
         payable in an amount sufficient to pay and discharge the entire
         indebtedness on such Securities and any Coupons appertaining thereto
         not theretofore delivered to the Trustee for cancellation, including
         the principal of, any premium and interest on, and any Additional
         Amounts with respect to such Securities and



                                       33
<PAGE>



         any Coupons appertaining thereto, to the date of such deposit (in the
         case of Securities which have become due and payable) or to the
         Maturity thereof, as the case may be;

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

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

                  In the event there are Securities of two or more series
hereunder, the Trustee shall be required to execute an instrument acknowledging
satisfaction and discharge of this Indenture only if requested to do so with
respect to Securities of such series as to which it is Trustee and if the other
conditions thereto are met.

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


                  Section 402. Defeasance and Covenant Defeasance.

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

                  (2) Upon the Company's exercise of the above option applicable
to this Section 402(2) with respect to any Securities of or within a series, the
Company shall be deemed to have been discharged from its obligations with
respect to such Outstanding Securities and any Coupons appertaining thereto on
the date the conditions set forth in clause (4) of this Section 402 are
satisfied (hereinafter, "defeasance"). For this purpose, such defeasance means
that the Company shall be deemed to have paid and discharged the entire
Indebtedness represented by



                                       34
<PAGE>



such Outstanding Securities and any Coupons appertaining thereto, which shall
thereafter be deemed to be "Outstanding" only for the purposes of clause (5) of
this Section 402 and the other Sections of this Indenture referred to in clauses
(i) and (ii) below, and to have satisfied all of its other obligations under
such Securities and any Coupons appertaining thereto and this Indenture insofar
as such Securities and any Coupons appertaining thereto are concerned (and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following which shall survive until
otherwise terminated or discharged hereunder: (i) the rights of Holders of such
Outstanding Securities and any Coupons appertaining thereto to receive, solely
from the trust fund described in clause (4) of this Section 402 and as more
fully set forth in such Section, payments in respect of the principal of (and
premium, if any) and interest, if any, on, and Additional Amounts, if any, with
respect to, such Securities and any Coupons appertaining thereto when such
payments are due, and any rights of such Holder to convert or exchange such
Securities into Common Stock or other securities, (ii) the obligations of the
Company and the Trustee with respect to such Securities under Sections 305, 306,
1002 and 1003, with respect to the payment of Additional Amounts, if any, on
such Securities as contemplated by Section 1004 (but only to the extent that the
Additional Amounts payable with respect to such Securities exceed the amount
deposited in respect of such Additional Amounts pursuant to Section 401(4)(a)
below), (iii) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and (iv) this Section 402. The Company may exercise its option under
this Section 402(2) notwithstanding the prior exercise of its option under
clause (3) of this Section 402 with respect to such Securities and any Coupons
appertaining thereto.

                  (3) Upon the Company's exercise of the above option applicable
to this Section 402(3) with respect to any Securities of or within a series, the
Company shall be released from its obligations under Sections 1005 and 1006,
and, to the extent specified pursuant to Section 301, any other covenant
applicable to such Securities, with respect to such Outstanding Securities and
any Coupons appertaining thereto on and after the date the conditions set forth
in clause (4) of this Section 402 are satisfied (hereinafter, "covenant
defeasance"), and such Securities and any Coupons appertaining thereto shall
thereafter be deemed to be not "Outstanding" for the purposes of any direction,
waiver, consent or declaration or Act of Holders (and the consequences of any
thereof) in connection with any such covenant, but shall continue to be deemed
"Outstanding" for all other purposes hereunder. For this purpose, such covenant
defeasance means that, with respect to such Outstanding Securities and any
Coupons appertaining thereto, the Company may omit to comply with, and shall
have no liability in respect of, any term, condition or limitation set forth in
any such Section or such other covenant, whether directly or indirectly, by
reason of any reference elsewhere herein to any such Section or such other
covenant or by reason of reference in any such Section or such other covenant to
any other provision herein or in any other document and such omission to comply
shall not constitute a default or an Event of Default under Section 501(3) or
501(4) or otherwise, as the case may be, but, except as specified above, the
remainder of this Indenture and such Securities and Coupons appertaining thereto
shall be unaffected thereby.

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



                                       35
<PAGE>



                  (a) The Company shall irrevocably have deposited or caused to
         be deposited with the Trustee (or another trustee satisfying the
         requirements of Section 607 who shall agree to comply with the
         provisions of this Section 402 applicable to it) as trust funds in
         trust for the purpose of making the following payments, specifically
         pledged as security for, and dedicated solely to, the benefit of the
         Holders of such Securities and any Coupons appertaining thereto,

                           (1) an amount in Dollars or in such Foreign Currency
                  in which such Securities and any Coupons appertaining thereto
                  are then specified as payable at Stated Maturity, or

                           (2) Government Obligations applicable to such
                  Securities and Coupons appertaining thereto (determined on the
                  basis of the Currency in which such Securities and Coupons
                  appertaining thereto are then specified as payable at Stated
                  Maturity) which through the scheduled payment of principal and
                  interest in respect thereof in accordance with their terms
                  will provide, not later than one day before the due date of
                  any payment of principal of (and premium, if any) and
                  interest, if any, on such Securities and any Coupons
                  appertaining thereto, money in an amount, or

                           (3) a combination thereof,

                  in any case, in an amount, sufficient, without consideration
                  of any reinvestment of such principal and interest, in the
                  opinion of a nationally recognized firm of independent public
                  accountants expressed in a written certification thereof
                  delivered to the Trustee, to pay and discharge, and which
                  shall be applied by the Trustee (or other qualifying trustee)
                  to pay and discharge, the principal of (and premium, if any)
                  and interest, if any, on such Outstanding Securities and any
                  Coupons appertaining thereto on the Stated Maturity of such
                  principal or installment of principal or interest on the day
                  on which such payments are due and payable in accordance with
                  the terms of this Indenture and of such Securities and any
                  Coupons appertaining thereto.

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

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

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



                                       36
<PAGE>



         Company has received from the Internal Revenue Service a letter ruling,
         or there has been published by the Internal Revenue Service a Revenue
         Ruling, or (ii) since the date of execution of this Indenture, there
         has been a change in the applicable Federal income tax law, in either
         case to the effect that, and based thereon such opinion shall confirm
         that, the Holders of such Outstanding Securities and any Coupons
         appertaining thereto will not recognize income, gain or loss for
         Federal income tax purposes as a result of such defeasance and will be
         subject to Federal income tax on the same amounts, in the same manner
         and at the same times as would have been the case if such defeasance
         had not occurred.

                  (e) In the case of an election under clause (3) of this
         Section 402, the Company shall have delivered to the Trustee an Opinion
         of Counsel to the effect that the Holders of such Outstanding
         Securities and any Coupons appertaining thereto will not recognize
         income, gain or loss for Federal income tax purposes as a result of
         such covenant defeasance and will be subject to Federal income tax on
         the same amounts, in the same manner and at the same times as would
         have been the case if such covenant defeasance had not occurred.

                  (f) The Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that all
         conditions precedent to the defeasance or covenant defeasance under
         clause (2) or (3) of this Section 402 (as the case may be) have been
         complied with.

                  (g) Notwithstanding any other provisions of this Section
         402(4), such defeasance or covenant defeasance shall be effected in
         compliance with any additional or substitute terms, conditions or
         limitations which may be imposed on the Company in connection therewith
         pursuant to Section 301.

                  (5) Subject to the provisions of the last paragraph of Section
1003, all money and Government Obligations (or other property as may be provided
pursuant to Section 301) (including the proceeds thereof) deposited with the
Trustee (or other qualifying trustee, collectively for purposes of this Section
402(5) and Section 403, the "Trustee") pursuant to clause (4) of Section 402 in
respect of any Outstanding Securities of any series and any Coupons appertaining
thereto shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and any Coupons appertaining thereto and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities and any Coupons appertaining
thereto of all sums due and to become due thereon in respect of principal (and
premium, if any) and interest and Additional Amounts, if any, but such money
need not be segregated from other funds except to the extent required by law.

                  Unless otherwise specified in or pursuant to this Indenture or
any Security, if, after a deposit referred to in Section 402(4)(a) has been
made, (a) the Holder of a Security in respect of which such deposit was made is
entitled to, and does, elect pursuant to Section 301 or the terms of such
Security to receive payment in a Currency other than that in which the deposit
pursuant to Section 402(4)(a) has been made in respect of such Security, or (b)
a Conversion



                                       37
<PAGE>



Event occurs in respect of the Foreign Currency in which the deposit pursuant to
Section 402(4)(a) has been made, the indebtedness represented by such Security
and any Coupons appertaining thereto shall be deemed to have been, and will be,
fully discharged and satisfied through the payment of the principal of (and
premium, if any), and interest, if any, on, and Additional Amounts, if any, with
respect to, such Security as the same becomes due out of the proceeds yielded by
converting (from time to time as specified below in the case of any such
election) the amount or other property deposited in respect of such Security
into the Currency in which such Security becomes payable as a result of such
election or Conversion Event based on (x) in the case of payments made pursuant
to clause (a) above, the applicable market exchange rate for such Currency in
effect on the second Business Day prior to each payment date, or (y) with
respect to a Conversion Event, the applicable market exchange rate for such
Foreign Currency in effect (as nearly as feasible) at the time of the Conversion
Event.

                  The Company shall pay and indemnify the Trustee against any
tax, fee or other charge, imposed on or assessed against the Government
Obligations deposited pursuant to this Section 402 or the principal or interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of such Outstanding Securities and any
Coupons appertaining thereto.

                  Anything in this Section 402 to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or Government Obligations (or other property and any proceeds
therefrom) held by it as provided in clause (4) of this Section 402 which, in
the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to
effect a defeasance or covenant defeasance, as applicable, in accordance with
this Section 402.


                  Section 403. Application of Trust Money.

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


                  Section 404. Reinstatement.

                  If the Trustee or the Paying Agent is unable to apply any
money in accordance with this Article with respect to any Securities by reason
of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the obligations
under this Indenture and such Securities from which the Company has been



                                       38
<PAGE>



discharged or released pursuant to this Article shall be revived and reinstated
as though no deposit has occurred pursuant to this Article with respect to such
Securities, until such time as the Trustee or Paying Agent is permitted to apply
all money held in trust pursuant to this Article with respect to such Securities
in accordance with this Article; provided, however, that if the Company makes
any payment of principal of or any premium or interest on any such Security
following reinstatement of its obligations, the Company shall be subrogated to
the rights (if any) of the Holders of such Securities to receive such payment
from the money so held in trust.


                                  ARTICLE FIVE

                                    REMEDIES

                  Section 501. Events of Default.

         "Event of Default", wherever used herein with respect to Securities of
any series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body),
unless such event is specifically deleted or modified in or pursuant to the
supplemental indenture, Board Resolution or Officers' Certificate establishing
the terms of such Series pursuant to this Indenture:

                  (1) failure to pay any interest on or any Additional Amounts
payable in respect of any Security of such series when such interest becomes or
such Additional Amounts become due and payable, and continuance of such default
for a period of 30 days; or

                  (2) failure to pay the principal of or any premium on any
Security of such series when it becomes due and payable at either its Maturity
or, if applicable, at 12:00 noon on the Business Day following the Change in
Control Purchase Date; or

                  (3) failure to perform or the breach, of any covenant or
warranty of the Company in this Indenture or the Securities (other than a
covenant or warranty a default in the performance or the breach of which is
elsewhere in this Section specifically dealt with or which has been expressly
included in this Indenture solely for the benefit of a series of Securities
other than such series), and continuance of such failure or breach for a period
of 60 days after there has been given, by registered or certified mail, to the
Company by the Trustee or to the Company and the Trustee by the Holders of at
least 25% in principal amount of the Outstanding Securities of such series, a
written notice specifying such failure or breach and requiring it to be remedied
and stating that such notice is a "Notice of Default" hereunder; or

                  (4) if any event of default as defined in any mortgage,
indenture or instrument under which there may be issued, or by which there may
be secured or evidenced, any Indebtedness (other than Indebtedness constituting
Limited Recourse Indebtedness) of the Company or any Subsidiary, whether such
Indebtedness now exists or shall hereafter be created, shall happen and shall
result in Indebtedness of the Company or any Subsidiary in excess of $25,000,000
aggregate principal amount becoming or being declared due and payable prior to



                                       39
<PAGE>



the date on which such Indebtedness would otherwise become due and payable, and
such acceleration shall not be rescinded or annulled, or such Indebtedness shall
not have been discharged, within a period of 30 days after there shall have been
given, by registered or certified mail, to the Company by the Trustee or to the
Company and the Trustee by the Holders of at least 25% in principal amount of
the Outstanding Securities of such series, a written notice specifying such
event of default and requiring the Company to cause such acceleration to be
rescinded or annulled or to cause such Indebtedness to be discharged and stating
that such notice is a "Notice of Default" hereunder; or

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

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

                  (a) a decree or order for relief in respect of the Company or
         any Subsidiary in an involuntary proceeding under any applicable
         bankruptcy, insolvency, reorganization or other similar law and such
         decree or order shall remain unstayed and in effect for a period of 60
         consecutive days; or

                  (b) a decree or order adjudging the Company or any Subsidiary
         to be insolvent, or approving a petition seeking reorganization,
         arrangement, adjustment or composition of the Company or any Subsidiary
         and such decree or order shall remain unstayed and in effect for a
         period of 60 consecutive days; or

                  (c) a final and non-appealable order appointing a custodian,
         receiver, liquidator, assignee, trustee or other similar official of
         the Company or any Subsidiary or of any substantial part of the
         property of the Company or any Subsidiary, as the case may be, or
         ordering the winding up or liquidation of the affairs of the Company or
         any Subsidiary; or

                  (7) the commencement by the Company or any Subsidiary of a
voluntary proceeding under any applicable bankruptcy, insolvency, reorganization
or other similar law or of a voluntary proceeding seeking to be adjudicated
insolvent or the consent by the Company or any Subsidiary to the entry of a
decree or order for relief in an involuntary proceeding under any applicable
bankruptcy, insolvency, reorganization or other similar law or to the
commencement of any insolvency proceedings against it, or the filing by the
Company or any Subsidiary of a petition or answer or consent seeking
reorganization or relief under any applicable law, or the consent by the Company
or any Subsidiary to the filing of such petition or to the appointment of or
taking possession by a custodian, receiver, liquidator, assignee, trustee or
similar official of the Company or any Subsidiary or any substantial part of the
property of the Company or any Subsidiary or the making by the Company or any
Subsidiary of an assignment for the benefit of creditors, or the taking of
corporate action by the Company or any Subsidiary in furtherance of any such
action; or




                                       40
<PAGE>



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

                  Section 502. Acceleration of Maturity; Rescission and
Annulment.

                  If an Event of Default with respect to Securities of any
series at the time Outstanding (other than an Event of Default specified in
clause (6) or (7) of Section 501) occurs and is continuing, then the Trustee or
the Holders of not less than 25% in principal amount of the Outstanding
Securities of such series may declare the principal of all the Securities of
such series, or such lesser amount as may be provided for in the Securities of
such series, to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by the Holders), and upon any such
declaration such principal or such lesser amount shall become immediately due
and payable.

                  If an Event of Default specified in clause (6) or (7) of
Section 501 occurs, all unpaid principal of and accrued interest on the
Outstanding Securities of that series (or such lesser amount as may be provided
for in the Securities of such series) shall ipso facto become and be immediately
due and payable without any declaration or other act on the part of the Trustee
or any Holder of any Security of that series.

                  At any time after Securities of any series have been
accelerated and before a judgment or decree for payment of the money due has
been obtained by the Trustee as hereinafter in this Article provided, the
Holders of not less than a majority in principal amount of the Outstanding
Securities of such series, by written notice to the Company and the Trustee, may
rescind and annul such declaration and its consequences if

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

                  (a) all overdue installments of any interest on and Additional
         Amounts with respect to all Securities of such series and any Coupon
         appertaining thereto,

                  (b) the principal of and any premium on any Securities of such
         series which have become due otherwise than by such declaration of
         acceleration and interest thereon and any Additional Amounts with
         respect thereto at the rate or rates borne by or provided for in such
         Securities,

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

                  (d) all sums paid or advanced by the Trustee hereunder and the
         reasonable compensation, expenses, disbursements and advances of the
         Trustee, its agents and counsel and all other amounts due the Trustee
         under Section 606; and

                  (2) all Events of Default with respect to Securities of such
series, other than the non-payment of the principal of, any premium and interest
on, and any Additional Amounts


                                       41
<PAGE>


with respect to Securities of such series which shall have become due solely by
such declaration of acceleration, shall have been cured or waived as provided in
Section 513.

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


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

                  The Company covenants that if

                  (1) there is a failure to pay any installment of interest on
or any Additional Amounts with respect to any Security or any Coupon
appertaining thereto when such interest or Additional Amounts shall have become
due and payable and such default continues for a period of 30 days, or

                  (2) there is a failure to pay the principal of or any premium
on any Security at its Maturity,

the Company shall, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities and any Coupons appertaining thereto,
the whole amount of money then due and payable with respect to such Securities
and any Coupons appertaining thereto, with interest upon the overdue principal,
any premium and, to the extent that payment of such interest shall be legally
enforceable, upon any overdue installments of interest and Additional Amounts at
the rate or rates borne by or provided for in such Securities, and, in addition
thereto, such further amount of money as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel and all other
amounts due to the Trustee under Section 606.

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

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


                                       42
<PAGE>


                  Section 504. Trustee May File Proofs of Claim.

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

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

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

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

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


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

                  All rights of action and claims under this Indenture or any of
the Securities or Coupons may be prosecuted and enforced by the Trustee without
the possession of any of the Securities or Coupons or the production thereof in
any proceeding relating thereto, and any such proceeding instituted by the
Trustee shall be brought in its own name as trustee of an express


                                       43
<PAGE>


trust, and any recovery or judgment, after provision for the payment of the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, shall be for the ratable benefit of each and every
Holder of a Security or Coupon in respect of which such judgment has been
recovered.


                  Section 506. Application of Money Collected.

                  Any money collected by the Trustee pursuant to this Article
shall be applied in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such money on account of principal,
or any premium, interest or Additional Amounts, upon presentation of the
Securities or Coupons, or both, as the case may be, and the notation thereon of
the payment if only partially paid and upon surrender thereof if fully paid:

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

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

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


                  Section 507. Limitations on Suits.

                  No Holder of any Security of any series or any Coupons
appertaining thereto shall have any right to institute any proceeding, judicial
or otherwise, with respect to this Indenture, or for the appointment of a
receiver or trustee, or for any other remedy hereunder, unless

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

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

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

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


                                       44
<PAGE>


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

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

                  Section 508. Unconditional Right of Holders to Receive
                               Principal and any Premium, Interest and
                               Additional Amounts.

                  Notwithstanding any other provision in this Indenture, the
Holder of any Security or Coupon shall have the right, which is absolute and
unconditional, to receive payment of the principal of, any premium and (subject
to Sections 305 and 307) interest on, and any Additional Amounts with respect to
such Security or payment of such Coupon, as the case may be, on the respective
Stated Maturity or Maturities therefor specified in such Security or Coupon (or,
in the case of redemption, on the Redemption Date or, in the case of repayment
at the option of such Holder if provided in or pursuant to this Indenture, on
the date such repayment is due, or in the case of a Change in Control, or as to
any Change in Control Purchase Notice given timely, on the Change in Control
Purchase Date) and to institute suit for the enforcement of any such payment,
and such right shall not be impaired without the consent of such Holder.


                  Section 509. Restoration of Rights and Remedies.

                  If the Trustee or any Holder of a Security or a Coupon has
instituted any proceeding to enforce any right or remedy under this Indenture
and such proceeding has been discontinued or abandoned for any reason, or has
been determined adversely to the Trustee or to such Holder, then and in every
such case the Company, the Trustee and each such Holder shall, subject to any
determination in such proceeding, be restored severally and respectively to
their former positions hereunder, and thereafter all rights and remedies of the
Trustee and each such Holder shall continue as though no such proceeding had
been instituted.


                  Section 510. Rights and Remedies Cumulative.

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


                                       45
<PAGE>


extent permitted by law, prevent the concurrent assertion or employment of any
other appropriate right or remedy.

                  Section 511. Delay or Omission Not Waiver.

                  No delay or omission of the Trustee or of any Holder of any
Security or Coupon to exercise any right or remedy accruing upon any Event of
Default shall impair any such right or remedy or constitute a waiver of any such
Event of Default or an acquiescence therein. Every right and remedy given by
this Article or by law to the Trustee or to any Holder of a Security or a Coupon
may be exercised from time to time, and as often as may be deemed expedient, by
the Trustee or by such Holder, as the case may be.

                  Section 512. Control by Holders of Securities.

                  Subject to Section 601(5), the Holders of a majority in
principal amount of the Outstanding Securities of any series shall have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on
the Trustee with respect to the Securities of such series and any Coupons
appertaining thereto, provided that

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

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

                  (3) such direction is not unduly prejudicial to the rights of
                  the other Holders of Securities of such series not joining in
                  such action.


                  Section 513. Waiver of Past Defaults.

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

                  (1) in the payment of the principal of, any premium or
                  interest on, or any Additional Amounts with respect to, any
                  Security of such series or any Coupons appertaining thereto,
                  or

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


                                       46
<PAGE>


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


                  Section 514. Waiver of Stay or Extension Laws.

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

                  Section 515. Undertaking for Costs

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


                                   ARTICLE SIX

                                   THE TRUSTEE

                  Section 601. Certain Rights of Trustee.

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

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


                                       47
<PAGE>


                  notice, request, direction, consent, order, bond, debenture,
                  note, coupon or other paper or document reasonably believed by
                  it to be genuine and to have been signed or presented by the
                  proper party or parties;

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

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

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

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

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

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

                  (8) the Trustee shall not be charged with knowledge of any
                  default (as defined in Section 602) or Event of Default with
                  respect to the Securities of any series for which it is acting
                  as Trustee unless either (1) a Responsible Officer of the
                  Trustee


                                       48
<PAGE>


                  assigned to the Corporate Trust Department of the Trustee (or
                  any successor division or department of the Trustee) shall
                  have actual knowledge of such default or Event of Default or
                  (2) written notice of such default or Event of Default shall
                  have been given to the Trustee by the Company or any other
                  obligor on such Securities or by any holder of such
                  Securities; and

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

                  Section 602. Notice of Defaults.

                  Within 90 days after the occurrence of any default hereunder
with respect to the Securities of any series, the Trustee shall transmit by mail
to all Holders of Securities of such series entitled to receive reports pursuant
to Section 703(3), notice of such default hereunder known to the Trustee, unless
such default shall have been cured or waived; provided, however, that, except in
the case of a default in the payment of the principal of (or premium, if any),
or interest, if any, on, or Additional Amounts with respect to, any Security of
such series, the Trustee shall be protected in withholding such notice if and so
long as the board of directors, the executive committee or a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determine
that the withholding of such notice is in the best interest of the Holders of
Securities and Coupons of such series. For the purpose of this Section, the term
"default" means any event which is, or after notice or lapse of time or both
would become, an Event of Default with respect to Securities of such series.


                  Section 603. Not Responsible for Recitals or Issuance of
                               Securities.

                  The recitals contained herein and in the Securities, except
the Trustee's certificate of authentication, and in any Coupons shall be taken
as the statements of the Company and neither the Trustee nor any Authenticating
Agent assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or the Coupons, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder and that the statements made by it in a
Statement of Eligibility and Qualification on Form T-1 supplied to the Company
are true and accurate, subject to the qualifications set forth therein. Neither
the Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company of the Securities or the proceeds thereof.


                  Section 604. May Hold Securities.

                  The Trustee, any Authenticating Agent, any Paying Agent, any
Security Registrar or any other Person that may be an agent of the Trustee or
the Company, in its individual or any other capacity, may become the owner or
pledgee of Securities or Coupons and, subject to Sections 310(b) and 311 of the
Trust Indenture Act, may otherwise deal with the Company with


                                       49
<PAGE>


the same rights it would have if it were not Trustee, Authenticating Agent,
Paying Agent, Security Registrar or such other Person.


                  Section 605. Money Held in Trust.

                  Except as provided in Section 403 and Section 1003, money held
by the Trustee in trust hereunder need not be segregated from other funds except
to the extent required by law and shall be held uninvested. The Trustee shall be
under no liability for interest on any money received by it hereunder except as
otherwise agreed in writing with the Company.


                  Section 606. Compensation and Reimbursement.

                  The Company agrees:

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

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

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

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

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


                                       50
<PAGE>


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

                  Section 607. Corporate Trustee Required; Eligibility.

                  There shall at all times be a Trustee hereunder that is a
Corporation, organized and doing business under the laws of the United States of
America, any state thereof or the District of Columbia, eligible under Section
310(a)(1) of the Trust Indenture Act to act as trustee under an indenture
qualified under the Trust Indenture Act and that has a combined capital and
surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture
Act) of at least $50,000,000 subject to supervision or examination by Federal or
state authority. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.


                  Section 608. Resignation and Removal; Appointment of
                               Successor.

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

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

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

                  (4) If at any time:

                  (a) the Trustee shall fail to comply with the obligations
                  imposed upon it under Section 310(b) of the Trust Indenture
                  Act with respect to Securities of any series after written
                  request therefor by the Company or any Holder of a Security of
                  such series who has been a bona fide Holder of a Security of
                  such series for at least six months, or

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

                  (c) the Trustee shall become incapable of acting or shall be
                  adjudged a bankrupt or insolvent or a receiver of the Trustee
                  or of its property shall be


                                       51
<PAGE>


                  appointed or any public officer shall take charge or control
                  of the Trustee or of its property or affairs for the purpose
                  of rehabilitation, conservation or liquidation,

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

                  (5) If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, with respect to the Securities of one or more series, the Company, by
or pursuant to a Board Resolution, shall promptly appoint a successor Trustee or
Trustees with respect to the Securities of that or those series (it being
understood that any such successor Trustee may be appointed with respect to the
Securities of one or more or all of such series and that at any time there shall
be only one Trustee with respect to the Securities of any particular series) and
shall comply with the applicable requirements of Section 609. If, within one
year after such resignation, removal or incapability, or the occurrence of such
vacancy, a successor Trustee with respect to the Securities of any series shall
be appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
609, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the Company. If
no successor Trustee with respect to the Securities of any series shall have
been so appointed by the Company or the Holders of Securities and accepted
appointment in the manner required by Section 609, any Holder of a Security who
has been a bona fide Holder of a Security of such series for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.

                  (6) The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series
by mailing written notice of such event by first-class mail, postage prepaid, to
the Holders of Registered Securities, if any, of such series as their names and
addresses appear in the Security Register and, if Securities of such series are
issued as Bearer Securities, by publishing notice of such event once in an
Authorized Newspaper in each Place of Payment located outside the United States.
Each notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office.

                  Section 609. Acceptance of Appointment by Successor.

                  (1) Upon the appointment hereunder of any successor Trustee
with respect to all Securities, such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and the retiring Trustee an
instrument accepting such appointment, and thereupon the


                                       52
<PAGE>


resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties hereunder of the retiring
Trustee; but, on the request of the Company or such successor Trustee, such
retiring Trustee, upon payment of its charges, shall execute and deliver an
instrument transferring to such successor Trustee all the rights, powers and
trusts of the retiring Trustee and, subject to Section 1003, shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder, subject nevertheless to its claim, if any,
provided for in Section 606.

                  (2) Upon the appointment hereunder of any successor Trustee
with respect to the Securities of one or more (but not all) series, the Company,
the retiring Trustee and such successor Trustee shall execute and deliver an
indenture supplemental hereto wherein each successor Trustee shall accept such
appointment and which (1) shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, such successor Trustee all
the rights, powers, trusts and duties of the retiring Trustee with respect to
the Securities of that or those series to which the appointment of such
successor Trustee relates, (2) if the retiring Trustee is not retiring with
respect to all Securities, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
as to which the retiring Trustee is not retiring shall continue to be vested in
the retiring Trustee, and (3) shall add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust, that each such Trustee
shall be trustee of a trust or trusts hereunder separate and apart from any
trust or trusts hereunder administered by any other such Trustee and that no
Trustee shall be responsible for any notice given to, or received by, or any act
or failure to act on the part of any other Trustee hereunder, and, upon the
execution and delivery of such supplemental indenture, the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein, such retiring Trustee shall have no further responsibility for the
exercise of rights and powers or for the performance of the duties and
obligations vested in the Trustee under this Indenture with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates other than as hereinafter expressly set forth, and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates; but, on request of the Company or such
successor Trustee, such retiring Trustee, upon payment of its charges with
respect to the Securities of that or those series to which the appointment of
such successor relates and subject to Section 1003 shall duly assign, transfer
and deliver to such successor Trustee, to the extent contemplated by such
supplemental indenture, the property and money held by such retiring Trustee
hereunder with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, subject to its claim, if any,
provided for in Section 606.

                  (3) Upon request of any Person appointed hereunder as a
successor Trustee, the Company shall execute any and all instruments for more
fully and certainly vesting in and


                                       53
<PAGE>


confirming to such successor Trustee all such rights, powers and trusts referred
to in paragraph (1) or (2) of this Section, as the case may be.

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

                  Section 610. Merger, Conversion, Consolidation or Succession
                               to Business.

                  Any Corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any Corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any Corporation succeeding to all or substantially all of the
corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto. In case any Securities shall have been
authenticated but not delivered by the Trustee then in office, any successor by
merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.


                  Section 611. Appointment of Authenticating Agent.

                  The Trustee may appoint one or more Authenticating Agents
acceptable to the Company with respect to one or more series of Securities which
shall be authorized to act on behalf of the Trustee to authenticate Securities
of that or those series issued upon original issue, exchange, registration of
transfer, partial redemption or partial repayment or pursuant to Section 306,
and Securities so authenticated shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if authenticated
by the Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent.

                  Each Authenticating Agent shall be acceptable to the Company
and, except as provided in or pursuant to this Indenture, shall at all times be
a corporation that would be permitted by the Trust Indenture Act to act as
trustee under an indenture qualified under the Trust Indenture Act, is
authorized under applicable law and by its charter to act as an Authenticating
Agent and has a combined capital and surplus (computed in accordance with
Section 310(a)(2) of the Trust Indenture Act) of at least $50,000,000. If at any
time an Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect specified in this Section.

                  Any Corporation into which an Authenticating Agent may be
merged or converted or with which it may be consolidated, or any Corporation
resulting from any merger, conversion or consolidation to which such
Authenticating Agent shall be a party, or any Corporation succeeding to all or
substantially all of the corporate agency or corporate trust business of an
Authenticating Agent, shall be the successor of such Authenticating Agent


                                       54
<PAGE>


hereunder, provided such Corporation shall be otherwise eligible under this
Section, without the execution or filing of any paper or any further act on the
part of the Trustee or the Authenticating Agent.

                  An Authenticating Agent may resign at any time by giving
written notice thereof to the Trustee and the Company. The Trustee may at any
time terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and the Company. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall (i) mail written notice
of such appointment by first-class mail, postage prepaid, to all Holders of
Registered Securities, if any, of the series with respect to which such
Authenticating Agent shall serve, as their names and addresses appear in the
Security Register, and (ii) if Securities of the series are issued as Bearer
Securities, publish notice of such appointment at least once in an Authorized
Newspaper in the place where such successor Authenticating Agent has its
principal office if such office is located outside the United States. Any
successor Authenticating Agent, upon acceptance of its appointment hereunder,
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

                  The Company agrees to pay each Authenticating Agent from time
to time reasonable compensation for its services under this Section. If the
Trustee makes such payments, it shall be entitled to be reimbursed for such
payments, subject to the provisions of Section 606.

                  The provisions of Sections 308, 603 and 604 shall be
applicable to each Authenticating Agent.

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

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

                                            CHEMICAL BANK,
                                                 As Trustee


                                            By
                                              -----------------------------
                                               As Authenticating Agent


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


                                       55
<PAGE>


                  If all of the Securities of any series may not be originally
issued at one time, and if the Trustee does not have an office capable of
authenticating Securities upon original issuance located in a Place of Payment
where the Company wishes to have Securities of such series authenticated upon
original issuance, the Trustee, if so requested in writing (which writing need
not be accompanied by or contained in an Officers' Certificate by the Company),
shall appoint in accordance with this Section an Authenticating Agent having an
office in a Place of Payment designated by the Company with respect to such
series of Securities.


                                  ARTICLE SEVEN

                HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

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

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

                  (1) semi-annually with respect to Securities of each series
                  not later than March 15 and September 15 of the year or upon
                  such other dates as are set forth in or pursuant to the Board
                  Resolution, Officer's Certificate or indenture supplemental
                  hereto authorizing such series, a list, in each case in such
                  form as the Trustee may reasonably require, of the names and
                  addresses of Holders as of the applicable date, and

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

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


                  Section 702. Preservation of Information; Communications to
                               Holders.

                  The Trustee shall comply with the obligations imposed upon it
pursuant to Section 312 of the Trust Indenture Act.

                  Every Holder of Securities or Coupons, by receiving and
holding the same, agrees with the Company and the Trustee that neither the
Company, the Trustee, any Paying Agent or any Security Registrar shall be held
accountable by reason of the disclosure of any such information as to the names
and addresses of the Holders of Securities in accordance with Section 312(c) of
the Trust Indenture Act, regardless of the source from which such information
was derived, and that the Trustee shall not be held accountable by reason of
mailing any material pursuant to a request made under Section 312(b) of the
Trust Indenture Act.


                                       56
<PAGE>


                  Section 703. Reports by Trustee.

                  (1) Within 60 days after September 15 of each year commencing
with the first September 15 following the first issuance of Securities pursuant
to Section 301, if required by Section 313(a) of the Trust Indenture Act, the
Trustee shall transmit, pursuant to Section 313(c) of the Trust Indenture Act, a
brief report dated as of such September 15 with respect to any of the events
specified in said Section 313(a) which may have occurred since the later of the
immediately preceding September 15 and the date of this Indenture.

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

                  (3) Reports pursuant to this Section shall be transmitted in
the manner and to the Persons required by Sections 313(c) and 313(d) of the
Trust Indenture Act.

                  Section 704. Reports by Company.

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

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

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

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


                                       57
<PAGE>


                                  ARTICLE EIGHT

                         CONSOLIDATION, MERGER AND SALES

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

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

                  (1) in case the Company shall consolidate with or merge into
another Person or convey, transfer or lease its properties and assets as an
entirety or substantially as an entirety to any Person, the entity formed by
such consolidation or into which the Company is merged or the Person which
acquires by conveyance or transfer, or which leases, the properties and assets
of the Company as an entirety or substantially as an entirety shall be a
Corporation organized and existing under the laws of the United States of
America, any state thereof or the District of Columbia and shall expressly
assume, by an indenture (or indentures, if at such time there is more than one
Trustee) supplemental hereto, executed by the successor Person and delivered to
the Trustee, in form satisfactory to the Trustee, the due and punctual payment
of the principal of, any premium and interest on and any Additional Amounts with
respect to all the Securities and the performance of every obligation in this
Indenture and the Outstanding Securities on the part of the Company to be
performed or observed;

                  (2) immediately after giving effect to such transaction, no
Event of Default or event which, after notice or lapse of time, or both, would
become an Event of Default, shall have occurred and be continuing, including any
default pursuant to the Holder's Change of Control Purchase Option set forth in
Article Fifteen; and

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

                  Section 802. Successor Person Substituted for Company.

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


                                       58
<PAGE>


lease, the predecessor Person shall be released from all obligations and
covenants under this Indenture, the Securities and the Coupons.


                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

                  Section 901. Supplemental Indentures without Consent of
                               Holders.


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

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

                  (2) to add to the covenants of the Company for the benefit of
the Holders of all or any series of Securities (as shall be specified in such
supplemental indenture or indentures) or to surrender any right or power herein
conferred upon the Company; or

                  (3) to add to or change any of the provisions of this
Indenture to provide that Bearer Securities may be registrable as to principal,
to change or eliminate any restrictions on the payment of principal of, any
premium or interest on or any Additional Amounts with respect to Securities, to
permit Bearer Securities to be issued in exchange for Registered Securities, to
permit Bearer Securities to be exchanged for Bearer Securities of other
authorized denominations or to permit or facilitate the issuance of Securities
in uncertificated form, provided any such action shall not adversely affect the
interests of the Holders of Securities of any series or any Coupons appertaining
thereto in any material respect; or

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

                  (5) 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 609;
or

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


                                       59
<PAGE>


                  (7) to add to, delete from or revise the conditions,
limitations and restrictions on the authorized amount, terms or purposes of
issue, authentication and delivery of Securities, as herein set forth; or

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

                  (9) to supplement any of the provisions of this Indenture to
such extent as shall be necessary to permit or facilitate the defeasance and
discharge of any series of Securities pursuant to Article Four, provided that
any such action shall not adversely affect the interests of any Holder of a
Security of such series and any Coupons appertaining thereto or any other
Security or Coupon in any material respect; or

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

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

                  (12) to amend or supplement any provision contained herein or
in any supplemental indenture, provided that no such amendment or supplement
shall materially adversely affect the interests of the Holders of any Securities
then Outstanding.

                  Section 902. Supplemental Indentures with Consent of Holders.

                  With the consent of the Holders of not less than 66-2/3% in
principal amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company (when authorized by or pursuant to a Company's Board
Resolution), and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of Securities of such series
under this Indenture or of the Securities of such series; provided, however,
that no such supplemental indenture, without the consent of the Holder of each
Outstanding Security affected thereby, shall

                  (1) change the Stated Maturity of the principal of, or any
premium or installment of interest on or any Additional Amounts with respect to,
any Security, or reduce the principal amount thereof or the rate (or modify the
calculation of such rate) of interest thereon or any Additional Amounts with
respect thereto, or any premium payable upon the redemption thereof or
otherwise, or change the obligation of the Company to pay Additional Amounts
pursuant to Section 1004 (except as contemplated by Section 801(1) and permitted
by Section 901(1)), or reduce the amount of the principal of an Original Issue
Discount Security that would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 502 or the amount
thereof provable in bankruptcy pursuant to Section 504, change the redemption
provisions or adversely affect the right of repayment at the option of any
Holder as contemplated by Article Thirteen, or change the Place of Payment,
Currency in which the principal of, any premium or interest on, or any
Additional Amounts with respect to any Security is payable, or impair the right
to institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof (or, in the case of redemption, on or


                                       60
<PAGE>


after the Redemption Date or, in the case of repayment at the option of the
Holder, on or after the date for repayment or in the case of change in control,
after the Change in Control Purchase Date), or

                  (2) reduce the percentage in principal amount of the
Outstanding Securities of any series, the consent of whose Holders is required
for any such supplemental indenture, or the consent of whose Holders is required
for any waiver (of compliance with certain provisions of this Indenture or
certain defaults hereunder and their consequences) provided for in this
Indenture, or reduce the requirements of Section 1504 for quorum or voting, or

                  (3) modify any of the provisions of this Section, Section 513
or Section 1008, except to increase any such percentage or to provide that
certain other provisions of this Indenture cannot be modified or waived without
the consent of the Holder of each Outstanding Security affected thereby.

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

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


                  Section 903. Execution of Supplemental Indentures.

                  As a condition to executing, or accepting the additional
trusts created by, any supplemental indenture permitted by this Article or the
modifications thereby of the trust created by this Indenture, the Trustee shall
be entitled to receive (in addition to those documents required by Section 102),
and (subject to Section 315 of the Trust Indenture Act) shall be fully protected
in relying upon, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The Trustee
may, but shall not be obligated to, enter into any such supplemental indenture
which affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise.


                  Section 904. Effect of Supplemental Indentures.

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


                                       61
<PAGE>


                  Section 905. Reference in Securities to Supplemental
                               Indentures.

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

                  Section 906. Conformity with Trust Indenture Act.

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

                                   ARTICLE TEN

                                    COVENANTS

                  Section 1001. Payment of Principal, any Premium, Interest and
                                Additional Amounts.

                  The Company covenants and agrees for the benefit of the
Holders of the Securities of each series that it will duly and punctually pay
the principal of, any premium and interest on and any Additional Amounts with
respect to the Securities of such series in accordance with the terms thereof,
any Coupons appertaining thereto and this Indenture. Any interest due on any
Bearer Security on or before the Maturity thereof, and any Additional Amounts
payable with respect to such interest, shall be payable only upon presentation
and surrender of the Coupons appertaining thereto for such interest as they
severally mature.


                  Section 1002. Maintenance of Office or Agency.

                  The Company shall maintain in each Place of Payment for any
series of Securities an Office or Agency where Securities of such series (but
not Bearer Securities, except as otherwise provided below, unless such Place of
Payment is located outside the United States) may be presented or surrendered
for payment, where Securities of such series may be surrendered for registration
of transfer or exchange, and where notices and demands to or upon the Company in
respect of the Securities of such series relating thereto and this Indenture may
be served. If Securities of a series are issuable as Bearer Securities, the
Company shall maintain, subject to any laws or regulations applicable thereto,
an Office or Agency in a Place of Payment for such series which is located
outside the United States where Securities of such series and any Coupons
appertaining thereto may be presented and surrendered for payment; provided,
however, that if the Securities of such series are listed on The Stock Exchange
of the United Kingdom and the Republic of Ireland or the Luxembourg Stock
Exchange or any other stock exchange located outside the United States and such
stock exchange shall so require, the Company shall maintain a Paying Agent in
London, Luxembourg or any other required city


                                       62
<PAGE>


located outside the United States, as the case may be, so long as the Securities
of such series are listed on such exchange. The Company will give prompt written
notice to the Trustee of the location, and any change in the location, of such
Office or Agency. If at any time the Company shall fail to maintain any such
required Office or Agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the Corporate Trust Office of the Trustee, except that Bearer
Securities of such series and any Coupons appertaining thereto may be presented
and surrendered for payment at the place specified for the purpose with respect
to such Securities as provided in or pursuant to this Indenture, and the Company
hereby appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands.

                  Except as otherwise provided in or pursuant to this Indenture,
no payment of principal, premium, interest or Additional Amounts with respect to
Bearer Securities shall be made at any Office or Agency in the United States or
by check mailed to any address in the United States or by transfer to an account
maintained with a bank located in the United States; provided, however, if
amounts owing with respect to any Bearer Securities shall be payable in Dollars,
payment of principal of, any premium or interest on and any Additional Amounts
with respect to any such Security may be made at the Corporate Trust Office of
the Trustee or any Office or Agency designated by the Company in the Borough of
Manhattan, The City of New York, if (but only if) payment of the full amount of
such principal, premium, interest or Additional Amounts at all offices outside
the United States maintained for such purpose by the Company in accordance with
this Indenture is illegal or effectively precluded by exchange controls or other
similar restrictions.

                  The Company may also from time to time designate one or more
other Offices or Agencies where the Securities of one or more series may be
presented or surrendered for any or all such purposes and may from time to time
rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to maintain
an Office or Agency in each Place of Payment for Securities of any series for
such purposes. The Company shall give prompt written notice to the Trustee of
any such designation or rescission and of any change in the location of any such
other Office or Agency. Unless otherwise provided in or pursuant to this
Indenture, the Company hereby designates as the Place of Payment for each series
of Securities the Borough of Manhattan, The City of New York, and initially
appoints the Corporate Trust Office of the Trustee as the Office or Agency of
the Company in the Borough of Manhattan, The City of New York for such purpose.
The Company may subsequently appoint a different Office or Agency in the Borough
of Manhattan, The City of New York for the Securities of any series.

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


                                       63
<PAGE>


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

                  If the Company shall at any time act as its own Paying Agent
with respect to any series of Securities, it shall, on or before each due date
of the principal of, any premium or interest on or Additional Amounts with
respect to any of the Securities of such series, segregate and hold in trust for
the benefit of the Persons entitled thereto a sum in the Currency or Currencies
in which the Securities of such series are payable (except as otherwise
specified pursuant to Section 301 for the Securities of such series) sufficient
to pay the principal or any premium, interest or Additional Amounts so becoming
due until such sums shall be paid to such Persons or otherwise disposed of as
herein provided, and shall promptly notify the Trustee of its action or failure
so to act.

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

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

                  (1) hold all sums held by it for the payment of the principal
of, any premium or interest on or any Additional Amounts with respect to
Securities of such series in trust for the benefit of the Persons entitled
thereto until such sums shall be paid to such Persons or otherwise disposed of
as provided in or pursuant to this Indenture;

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

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

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


                                       64
<PAGE>


                  Except as otherwise provided herein or pursuant hereto, any
money deposited with the Trustee or any Paying Agent, or then held by the
Company, in trust for the payment of the principal of, any premium or interest
on or any Additional Amounts with respect to any Security of any series or any
Coupon appertaining thereto and remaining unclaimed for two years after such
principal or any such premium or interest or any such Additional Amounts shall
have become due and payable shall be paid to the Company on Company Request, or
(if then held by the Company) shall be discharged from such trust; and the
Holder of such Security or any Coupon appertaining thereto shall thereafter, as
an unsecured general creditor, look only to the Company for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in an Authorized Newspaper in each Place of Payment for such
series or to be mailed to Holders of Registered Securities of such series, or
both, notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such publication
or mailing nor shall it be later than two years after such principal and any
premium or interest or Additional Amounts shall have become due and payable, any
unclaimed balance of such money then remaining will be repaid to the Company.


                  Section 1004. Additional Amounts.

                  If any Securities of a series provide for the payment of
Additional Amounts, the Company agrees to pay to the Holder of any such Security
or any Coupon appertaining thereto Additional Amounts as provided in or pursuant
to this Indenture or such Securities. Whenever in this Indenture there is
mentioned, in any context, the payment of the principal of or any premium or
interest on, or in respect of, any Security of any series or any Coupon or the
net proceeds received on the sale or exchange of any Security of any series,
such mention shall be deemed to include mention of the payment of Additional
Amounts provided by the terms of such series established hereby or pursuant
hereto to the extent that, in such context, Additional Amounts are, were or
would be payable in respect thereof pursuant to such terms, and express mention
of the payment of Additional Amounts (if applicable) in any provision hereof
shall not be construed as excluding Additional Amounts in those provisions
hereof where such express mention is not made.

                  Except as otherwise provided in or pursuant to this Indenture
or the Securities of the applicable series, if the Securities of a series
provide for the payment of Additional Amounts, at least 10 days prior to the
first Interest Payment Date with respect to such series of Securities (or if the
Securities of such series shall not bear interest prior to Maturity, the first
day on which a payment of principal is made), and at least 10 days prior to each
date of payment of principal or interest if there has been any change with
respect to the matters set forth in the below-mentioned Officers' Certificate,
the Company shall furnish to the Trustee and the principal Paying Agent or
Paying Agents, if other than the Trustee, an Officers' Certificate instructing
the Trustee and such Paying Agent or Paying Agents whether such payment of
principal of and premium, if any, or interest on the Securities of such series
shall be made to Holders of Securities of such series or the Coupons
appertaining thereto who are United States Aliens without withholding for or on


                                       65
<PAGE>


account of any tax, assessment or other governmental charge described in the
Securities of such series. If any such withholding shall be required, then such
Officers' Certificate shall specify by country the amount, if any, required to
be withheld on such payments to such Holders of Securities or Coupons, and the
Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts
required by the terms of such Securities. The Company covenants to indemnify the
Trustee and any Paying Agent for, and to hold them harmless against, any loss,
liability or expense reasonably incurred without negligence or bad faith on
their part arising out of or in connection with actions taken or omitted by any
of them in reliance on any Officers' Certificate furnished pursuant to this
Section.


                  Section 1005. Limitation on Liens.

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

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

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

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

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

                  (e) Liens on any property securing (i) indebtedness incurred
                  in connection with the construction, installation or financing
                  of pollution control or abatement facilities or other forms of
                  industrial revenue bond financing, (ii) indebtedness issued or
                  guaranteed by the United States, any state or any department,
                  agency or instrumentality of either or (iii) indebtedness
                  issued or guaranteed by (Y) a


                                       66
<PAGE>


                  foreign government, any state or any department, agency or
                  instrumentality of either or (Z) an international finance
                  agency or any division or department thereof, including the
                  World Bank, the International Finance Corp. and the
                  Multilateral Investment Guarantee Agency;

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

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

                  (h) Liens which secure Limited Recourse Indebtedness.

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

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

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

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

                  "Lien" shall mean, with respect to any asset, any mortgage,
lien, pledge, security interest or encumbrances of any kind in respect of such
asset, whether or not filed, recorded or otherwise perfected under applicable
law. The Company or any Subsidiary shall be deemed to own subject to a Lien any
asset which it has acquired or holds subject to the interest of a vendor


                                       67
<PAGE>


or lessor under any conditional sale agreement, capital lease or other title
retention agreement relating to such asset. The right of set-off, whether by
operation of law or by contract, does not constitute a Lien unless there is a
related obligation to maintain a deposit of cash or other assets in respect of
which such right of set-off may be exercised.

                  "Ordinary Course Lien" shall mean:

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

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

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

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

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

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

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


                                       68
<PAGE>


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

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

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


                  Section 1006. Limitation on Sale/Leaseback Transactions.

                  Neither the Company nor any Subsidiary will enter into any
Sale/Leaseback Transaction with any Person (other than the Company or a
Subsidiary) providing for a term of more than three years unless:

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

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

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

         "Sale/Leaseback Transaction" means any arrangement providing for the
leasing to the Company or any Subsidiary by any Person (other than the Company
or a Subsidiary) of any property which has been, or is to be, sold or
transferred by the Company or such Subsidiary to such Person or to any Person
(other than the Company or a Subsidiary) to which funds have been


                                       69
<PAGE>


or are to be advanced by such Person on the security of the leased property,
except with respect to any lease that secures or relates to obligations issued
by or on behalf of (a) the United States, any state or any department, agency or
instrumentality of either, (b) a foreign government, any state or any department
agency or instrumentality of either, or (c) an international finance agency or
any division or department thereof, including the World Bank, the International
Finance Corp. and the Multilateral Investment Guarantee Agency, in connection
with the financing of the cost of construction, improvement or equipping of such
property.


                  Section 1007. Corporate Existence.

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


                  Section 1008. Waiver of Certain Covenants.

                  The Company may omit in any particular instance to comply with
any term, provision or condition set forth in Sections 1005, 1006 or 1007 with
respect to the Securities of any series if before the time for such compliance
the Holders of at least a majority in principal amount of the Outstanding
Securities of such series, by Act of such Holders, either shall waive such
compliance in such instance or generally shall have waived compliance with such
term, provision or condition, but no such waiver shall extend to or affect such
term, provision or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such term, provision or condition shall
remain in full force and effect.


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

                  (1) The Company shall deliver to the Trustee, within 120
days after the end of each fiscal year, a written statement (which need not be
contained in or accompanied by an Officers' Certificate) signed by the principal
executive officer, the principal financial officer or the principal accounting
officer of the Company, stating that

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

                  (b) to the best of his or her knowledge, based on such review,
                  (a) the Company has complied with all the conditions and
                  covenants imposed on it under this Indenture throughout such
                  year, or, if there has been a default in the fulfillment of
                  any such condition or covenant, specifying each such default
                  known to him or her and the nature and status thereof, and (b)
                  no event has occurred and


                                       70
<PAGE>


                  is continuing which is, or after notice or lapse of time or
                  both would become, an Event of Default, or, if such an event
                  has occurred and is continuing, specifying each such event
                  known to him and the nature and status thereof.

                  (2) The Company shall deliver to the Trustee, within five
days after the occurrence thereof, written notice of any Event of Default or any
event which after notice or lapse of time or both would become an Event of
Default.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

                  Section 1101. Applicability of Article.

                  Redemption of Securities of any series at the option of the
Company as permitted or required by the terms of such Securities shall be made
in accordance with the terms of such Securities and (except as otherwise
provided herein or pursuant hereto) this Article.


                  Section 1102. Election to Redeem; Notice to Trustee.

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


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

                  If less than all of the Securities of any series with the same
issue date, interest rate or formula, Stated Maturity and other terms are to be
redeemed, the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee from the Outstanding
Securities of such series not previously called for redemption, by such method
as the Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions of the principal amount of Registered
Securities of such series; provided, however, that no such partial redemption
shall reduce the portion of the principal amount of a Registered Security of
such series not redeemed to less than the minimum denomination for a Security of
such series established herein or pursuant hereto.

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


                                       71
<PAGE>


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


                  Section 1104. Notice of Redemption.

                  Notice of redemption shall be given in the manner provided in
Section 106, not less than 30 nor more than 60 days prior to the Redemption
Date, unless a shorter period is specified in the Securities to be redeemed, to
the Holders of Securities to be redeemed. Failure to give notice by mailing in
the manner herein provided to the Holder of any Registered Securities designated
for redemption as a whole or in part, or any defect in the notice to any such
Holder, shall not affect the validity of the proceedings for the redemption of
any other Securities or portion thereof.

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

                  All notices of redemption shall state:

                  (1) the Redemption Date,

                  (2) the Redemption Price,

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

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

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

                  (6) the place or places where such Securities, together (in
the case of Bearer Securities) with all Coupons appertaining thereto, if any,
maturing after the Redemption Date, are to be surrendered for payment of the
Redemption Price and any accrued interest and Additional Amounts pertaining
thereto,

                  (7) that, unless otherwise specified in such notice, Bearer
Securities of any series, if any, surrendered for redemption must be accompanied
by all Coupons maturing subsequent to the date fixed for redemption or the
amount of any such missing Coupon or


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<PAGE>


Coupons will be deducted from the Redemption Price, unless security or indemnity
satisfactory to the Company, the Trustee and any Paying Agent is furnished,

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

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

                  A notice of redemption mailed as contemplated by Section 106
need not identify particular Registered Securities to be redeemed.

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


                  Section 1105. Deposit of Redemption Price.

                  On or prior to any Redemption Date, the Company shall deposit,
with respect to the Securities of any series called for redemption pursuant to
Section 1104, with the Trustee or with a Paying Agent (or, if the Company is
acting as its own Paying Agent, segregate and hold in trust as provided in
Section 1003) an amount of money in the applicable Currency sufficient to pay
the Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date, unless otherwise specified pursuant to Section 301 or in the
Securities of such series) any accrued interest on and Additional Amounts with
respect thereto, all such Securities or portions thereof which are to be
redeemed on that date.


                  Section 1106. Securities Payable on Redemption Date.

                  Notice of redemption having been given as aforesaid, the
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, and from and after such date
(unless the Company shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest and the Coupons
for such interest appertaining to any Bearer Securities so to be redeemed,
except to the extent provided below, shall be void. Upon surrender of any such
Security for redemption in accordance with said notice, together with all
Coupons, if any, appertaining thereto maturing after the Redemption Date, such
Security shall be paid by the Company at the Redemption Price, together with any
accrued interest and Additional Amounts to the Redemption Date; provided,
however, that, except as otherwise provided in or pursuant to this Indenture or
the Bearer Securities of such series, installments of interest on Bearer
Securities whose Stated Maturity is on or prior to the Redemption Date shall be
payable only upon presentation and surrender of Coupons for such interest (at an
Office or Agency located outside the United States except as


                                       73
<PAGE>


otherwise provided in Section 1002), and provided, further, that, except as
otherwise specified in or pursuant to this Indenture or the Registered
Securities of such series, installments of interest on Registered Securities
whose Stated Maturity is on or prior to the Redemption Date shall be payable to
the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the Regular Record Dates therefor
according to their terms and the provisions of Section 307.

                  If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant Coupons maturing after the Redemption Date, such
Security may be paid after deducting from the Redemption Price an amount equal
to the face amount of all such missing Coupons, or the surrender of such missing
Coupon or Coupons may be waived by the Company and the Trustee if there be
furnished to them such security or indemnity as they may require to save each of
them and any Paying Agent harmless. If thereafter the Holder of such Security
shall surrender to the Trustee or any Paying Agent any such missing Coupon in
respect of which a deduction shall have been made from the Redemption Price,
such Holder shall be entitled to receive the amount so deducted; provided,
however, that any interest or Additional Amounts represented by Coupons shall be
payable only upon presentation and surrender of those Coupons at an Office or
Agency for such Security located outside of the United States except as
otherwise provided in Section 1002.

                  If any Security called for redemption shall not be so paid
upon surrender thereof for redemption, the principal and any premium, until
paid, shall bear interest from the Redemption Date at the rate prescribed
therefor in the Security.


                  Section 1107. Securities Redeemed in Part.

                  Any Registered Security which is to be redeemed only in part
shall be surrendered at any Office or Agency for such Security (with, if the
Company or the Trustee so requires, due endorsement by, or a written instrument
of transfer in form satisfactory to the Company and the Trustee duly executed
by, the Holder thereof or his attorney duly authorized in writing) and the
Company shall execute and the Trustee shall authenticate and deliver to the
Holder of such Security without service charge, a new Registered Security or
Securities of the same series, containing identical terms and provisions, of any
authorized denomination as requested by such Holder in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered. If a Security in global form is so surrendered, the
Company shall execute, and the Trustee shall authenticate and deliver to the
U.S. Depository or other Depository for such Security in global form as shall be
specified in the Company Order with respect thereto to the Trustee, without
service charge, a new Security in global form in a denomination equal to and in
exchange for the unredeemed portion of the principal of the Security in global
form so surrendered.


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<PAGE>


                                 ARTICLE TWELVE

                       REPAYMENT AT THE OPTION OF HOLDERS

                  Section 1201. Applicability of Article.

                  Securities of any series which are repayable at the option of
the Holders thereof before their Stated Maturity shall be repaid in accordance
with the terms of the Securities of such series. The repayment of any principal
amount of Securities pursuant to such option of the Holder to require repayment
of Securities before their Stated Maturity, for purposes of Section 309, shall
not operate as a payment, redemption or satisfaction of the Indebtedness
represented by such Securities unless and until the Company, at its option,
shall deliver or surrender the same to the Trustee with a directive that such
Securities be cancelled. Notwithstanding anything to the contrary contained in
this Section 1201, in connection with any repayment of Securities, the Company
may arrange for the purchase of any Securities by an agreement with one or more
investment bankers or other purchasers to purchase such Securities by paying to
the Holders of such Securities on or before the close of business on the
repayment date an amount not less than the repayment price payable by the
Company on repayment of such Securities, and the obligation of the Company to
pay the repayment price of such Securities shall be satisfied and discharged to
the extent such payment is so paid by such purchasers.


                                ARTICLE THIRTEEN

                        SECURITIES IN FOREIGN CURRENCIES

                  Section 1301. Applicability of Article.

                  Whenever this Indenture provides for (i) any action by, or the
determination of any of the rights of, Holders of Securities of any series in
which not all of such Securities are denominated in the same Currency, or (ii)
any distribution to Holders of Securities, in the absence of any provision to
the contrary in the form of Security of any particular series or pursuant to
this Indenture or the Securities, any amount in respect of any Security
denominated in a Currency other than Dollars shall be treated for any such
action or distribution as that amount of Dollars that could be obtained for such
amount on such reasonable basis of exchange and as of the record date with
respect to Registered Securities of such series (if any) for such action,
determination of rights or distribution (or, if there shall be no applicable
record date, such other date reasonably proximate to the date of such action,
determination of rights or distribution) as the Company may specify in a written
notice to the Trustee or, in the absence of such written notice, as the Trustee
may determine.


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<PAGE>


                                ARTICLE FOURTEEN

                        MEETINGS OF HOLDERS OF SECURITIES

                  Section 1401. Purposes for Which Meetings May Be Called.

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


                  Section 1402. Call, Notice and Place of Meetings.

                  (1) The Trustee may at any time call a meeting of Holders of
Securities of any series for any purpose specified in Section 1401, to be held
at such time and at such place in the Borough of Manhattan, The City of New
York, or, if Securities of such series have been issued in whole or in part as
Bearer Securities, in London or in such place outside the United States as the
Trustee shall determine. Notice of every meeting of Holders of Securities of any
series, setting forth the time and the place of such meeting and in general
terms the action proposed to be taken at such meeting, shall be given, in the
manner provided in Section 106, not less than 21 nor more than 180 days prior to
the date fixed for the meeting.

                  (2) In case at any time the Company (by or pursuant to a Board
Resolution) or the Holders of at least 10% in principal amount of the
Outstanding Securities of any series shall have requested the Trustee to call a
meeting of the Holders of Securities of such series for any purpose specified in
Section 1401, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee shall not have mailed
notice of or made the first publication of the notice of such meeting within 21
days after receipt of such request (whichever shall be required pursuant to
Section 106) or shall not thereafter proceed to cause the meeting to be held as
provided herein, then the Company or the Holders of Securities of such series in
the amount above specified, as the case may be, may determine the time and the
place in the Borough of Manhattan, The City of New York, or, if Securities of
such series are to be issued as Bearer Securities, in London for such meeting
and may call such meeting for such purposes by giving notice thereof as provided
in clause (1) of this Section.

                  Section 1403. Persons Entitled to Vote at Meetings.

                  To be entitled to vote at any meeting of Holders of Securities
of any series, a Person shall be (1) a Holder of one or more Outstanding
Securities of such series, or (2) a Person appointed by an instrument in writing
as proxy for a Holder or Holders of one or more Outstanding Securities of such
series by such Holder or Holders. The only Persons who shall be entitled to be
present or to speak at any meeting of Holders of Securities of any series shall
be the Persons entitled to vote at such meeting and their counsel, any
representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.


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<PAGE>


                  Section 1404. Quorum; Action.

                  The Persons entitled to vote a majority in principal amount of
the Outstanding Securities of a series shall constitute a quorum for a meeting
of Holders of Securities of such series; provided, however, that if any action
is to be taken at such meeting with respect to a consent or waiver which this
Indenture expressly provides may be given by the Holders of at least 66-2/3% in
principal amount of the Outstanding Securities of a series, the Persons entitled
to vote 66-2/3% in principal amount of the Outstanding Securities of such series
shall constitute a quorum. In the absence of a quorum within 30 minutes after
the time appointed for any such meeting, the meeting shall, if convened at the
request of Holders of Securities of such series, be dissolved. In any other case
the meeting may be adjourned for a period of not less than 10 days as determined
by the chairman of the meeting prior to the adjournment of such meeting. In the
absence of a quorum at any such adjourned meeting, such adjourned meeting may be
further adjourned for a period of not less than 10 days as determined by the
chairman of the meeting prior to the adjournment of such adjourned meeting.
Notice of the reconvening of any adjourned meeting shall be given as provided in
Section 1402(1), except that such notice need be given only once not less than
five days prior to the date on which the meeting is scheduled to be reconvened.
Notice of the reconvening of an adjourned meeting shall state expressly the
percentage, as provided above, of the principal amount of the Outstanding
Securities of such series which shall constitute a quorum.

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

                  Any resolution passed or decision taken at any meeting of
Holders of Securities of any series duly held in accordance with this Section
shall be binding on all the Holders of Securities of such series and the Coupons
appertaining thereto, whether or not such Holders were present or represented at
the meeting.


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<PAGE>


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

                  (1) Notwithstanding any other provisions of this Indenture,
the Trustee may make such reasonable regulations as it may deem advisable for
any meeting of Holders of Securities of such series in regard to proof of the
holding of Securities of such series and of the appointment of proxies and in
regard to the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to vote,
and such other matters concerning the conduct of the meeting as it shall deem
appropriate. Except as otherwise permitted or required by any such regulations,
the holding of Securities shall be proved in the manner specified in Section 104
and the appointment of any proxy shall be proved in the manner specified in
Section 104 or by having the signature of the person executing the proxy
witnessed or guaranteed by any trust company, bank or banker authorized by
Section 104 to certify to the holding of Bearer Securities. Such regulations may
provide that written instruments appointing proxies, regular on their face, may
be presumed valid and genuine without the proof specified in Section 104 or
other proof.

                  (2) The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company or by Holders of Securities as provided in Section 1402(2), in which
case the Company or the Holders of Securities of the series calling the meeting,
as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by
vote of the Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting.

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

                  (4) Any meeting of Holders of Securities of any series duly
called pursuant to Section 1402 at which a quorum is present may be adjourned
from time to time by Persons entitled to vote a majority in principal amount of
the Outstanding Securities of such series represented at the meeting; and the
meeting may be held as so adjourned without further notice.

                  Section 1406. Counting Votes and Recording Action of Meetings.

                  The vote upon any resolution submitted to any meeting of
Holders of Securities of any series shall be by written ballots on which shall
be subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in triplicate of all votes cast at the meeting.


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<PAGE>


A record, at least in triplicate, of the proceedings of each meeting of Holders
of Securities of any series shall be prepared by the secretary of the meeting
and there shall be attached to said record the original reports of the
inspectors of votes on any vote by ballot taken thereat and affidavits by one or
more persons having knowledge of the facts setting forth a copy of the notice of
the meeting and showing that said notice was given as provided in Section 1402
and, if applicable, Section 1404. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

                                 ARTICLE FIFTEEN

                 PURCHASES OF SECURITIES UPON CHANGE IN CONTROL

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

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

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

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


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<PAGE>


                  of which beneficial ownership by such person arises solely as
                  a result of a revocable proxy delivered in response to a proxy
                  or consent solicitation that is made pursuant to, and in
                  accordance with, the Exchange Act of 1934 and the applicable
                  rules and regulations thereunder and is not then reportable on
                  Schedule 13D (or any successor schedule, form or report) under
                  the Exchange Act of 1934.

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

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

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

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

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

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

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

                  (c) the Change in Control Purchase Date;


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<PAGE>


                  (d) the Change in Control Purchase Price;

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

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

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

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

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

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

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

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

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

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

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


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<PAGE>


                  Section 1502. Effect of Change in Control Purchase Notice.

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

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

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

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

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

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


                  Section 1503. Deposit of Change in Control Purchase Price.

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


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<PAGE>


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

                  In connection with any purchase of securities under Section
1601 hereof, the Company shall (a) comply with Rule 13e-4 under the Exchange Act
of 1934, if applicable, (b) file the related Schedule 13E-4 (or any successor
schedule, form or report) under the Exchange Act of 1934, if applicable, and (c)
otherwise comply with all Federal and state securities laws regulating the
purchase of the Securities (including positions of the Commission under
applicable no-action letters) so as to permit the rights and obligation under
Section 1501 to be exercised in the time and in the manner specified in Section
1501 and 1502.


                  Section 1505. Repayment to the Company.

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

                                     * * * *

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


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<PAGE>


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


[SEAL]                                     APACHE CORPORATION


Attest:

By       /s/ Cheri L. Peper                By   /s/ Matt Dundrea
   ---------------------------------         ------------------------
    Name: Cheri L. Peper                     Name:  Matt Dundrea
    Title: Secretary                         Title: Assistant Treasurer


[SEAL]                                     CHEMICAL BANK,
                                           as Trustee

Attest:


By       /s/ Francine Springer             By   /s/ Andrew M. Deck
   ---------------------------------         --------------------------------
    Name: Francine Springer                  Name:  Andrew M. Deck
    Title: Trust Officer...                  Title: Senior Trust Officer


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<PAGE>


STATE OF TEXAS)
                            :  SS.:
COUNTY OF HARRIS)

                  On the 23rd day of February, 1996, before me personally came
Matthew W. Dundrea, to me known, who, being by me duly sworn, did depose and say
that he is a Assistant Treasurer of APACHE CORPORATION, a State of Delaware
corporation, one of the persons described in and who executed the foregoing
instrument; that he knows the seal of said Corporation; that the seal affixed to
said instrument is such Corporation's seal; that it was so affixed by authority
of the Board of Directors of said Corporation; and that he signed his name
thereto by like authority.



                                                  /s/ H. James Howard II
                                           -----------------------------------
                                           Notary Public

[NOTARIAL SEAL]


                                       85
<PAGE>


STATE OF NEW YORK)
                          :  SS.:
COUNTY OF NEW YORK)

                  On the 23rd day of February, 1996, before me personally came
Andrew M. Deck, to me known, who, being by me duly sworn, did depose and say
that he is a Senior Trust Officer of CHEMICAL BANK, a banking corporation
organized and existing under the laws of the State of New York, one of the
persons described in and who executed the foregoing instrument; that he knows
the seal of said Corporation; that the seal affixed to said instrument is such
Corporation's seal; that it was so affixed by authority of the Board of
Directors of said Corporation; and that he signed his name thereto by like
authority.



                                                   /s/ Emily Fayax
                                               --------------------------
                                               Notary Public

[NOTARIAL SEAL]


                                       86