<PAGE>

                                                                     Exhibit 4.5

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



                              ACTERNA CORPORATION

                                      to

                       ________________________, Trustee

                            SUBORDINATED INDENTURE

                Dated as of [______________ ___, ____________]

                           Providing for Issuance of

                    Subordinated Debt Securities in Series


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

Reconciliation and tie between Subordinated Indenture, dated as of
[_________ ___, ____________] and the Trust Indenture Act of 1939, as amended.

     Trust Indenture Act
     of 1939 Section                    Indenture Section
     ---------------------------        -----------------

     310(a)(1).................         6.12
        (a)(2).................         6.12
        (a)(3).................         Not Applicable
        (a)(4).................         Not Applicable
        (a)(5).................         TIA
        (b)....................         6.10; 6.12(b); TIA
        (c)....................         Not Applicable
     311(a)....................         TIA
        (b)....................         TIA
        (c)....................         Not Applicable
     312(a)....................         6.8
        (b)....................         TIA
        (c)....................         TIA
     313(a)....................         6.7; TIA
        (b)....................         TIA
        (c)....................         6.7; 9.5; TIA
        (d)....................         TIA
     314(a)....................         9.5; 9.6
        (b)....................         Not Applicable
        (c)(1).................         1.2
        (c)(2).................         1.2
        (c)(3).................         Not Applicable
        (d)....................         Not Applicable
        (e)....................         TIA
        (f)....................         TIA
     315(a)....................         6.1; 6.2
        (b)....................         6.6
        (c)....................         6.1
        (d)(1).................         TIA
        (d)(2).................         TIA
        (d)(3).................         TIA
        (e)....................         TIA
     316(a)(last sentence).....         1.1
        (a)(1)(A)..............         5.2; 5.8
        (a)(1)(B)..............         5.7; 5.8
        (a)(2).................         Not Applicable
        (b)....................         5.9; 5.10

                                       1
<PAGE>

     Trust Indenture Act
     of 1939 Section                    Indenture Section
     ---------------------------        -----------------

        (c)....................         TIA
     317(a)(1).................         5.3
        (a)(2).................         5.4
        (b)....................         9.3
     318(a)....................         1.11
        (b)....................         TIA
        (c)....................         1.11; TIA


_____________

This reconciliation and tie section does not constitute part of the Subordinated
Indenture.

                                       2
<PAGE>

                               Table of Contents
                               -----------------

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
ARTICLE 1         DEFINITIONS AND OTHER PROVISIONS OF GENERAL
                  APPLICATION................................................  1
  Section 1.1     Definitions................................................  1
  Section 1.2     Compliance Certificates and Opinions....................... 10
  Section 1.3     Form of Documents Delivered to Trustee..................... 11
  Section 1.4     Acts of Holders............................................ 11
  Section 1.5     Notices, etc., to Trustee and Company...................... 13
  Section 1.6     Notice to Holders; Waiver.................................. 13
  Section 1.7     Headings and Table of Contents............................. 14
  Section 1.8     Successor and Assigns...................................... 14
  Section 1.9     Separability............................................... 14
  Section 1.10    Benefits of Indenture...................................... 14
  Section 1.11    Governing Law.............................................. 14
  Section 1.12    Legal Holidays............................................. 14

ARTICLE 2         SECURITY FORMS............................................. 15
  Section 2.1     Forms Generally............................................ 15
  Section 2.2     Form of Trustee's Certificate of Authentication............ 16
  Section 2.3     Securities in Global Form.................................. 16
  Section 2.4     Form of Legend for Securities in Global Form............... 17
                                                                           ..
ARTICLE 3         THE SECURITIES............................................. 17
  Section 3.1     Amount Unlimited; Issuable in Series....................... 17
  Section 3.2     Denominations.............................................. 21
  Section 3.3     Execution, Authentication, Delivery and Dating............. 21
  Section 3.4     Temporary Securities....................................... 24
  Section 3.5     Registration, Transfer and Exchange........................ 25
  Section 3.6     Replacement Securities..................................... 28
  Section 3.7     Payment of Interest; Interest Rights Preserved............. 30
  Section 3.8     Persons Deemed Owners...................................... 32
  Section 3.9     Cancellation............................................... 32
  Section 3.10    Computation of Interest.................................... 33
  Section 3.11    CUSIP Numbers.............................................. 33
  Section 3.12    Currency and Manner of Payment in Respect of Securities.... 33
  Section 3.13    Appointment and Resignation of Exchange Rate Agent......... 37

ARTICLE 4         SATISFACTION, DISCHARGE AND DEFEASANCE..................... 38
  Section 4.1     Termination of Company's Obligations Under the Indenture... 38
  Section 4.2     Application of Trust Funds................................. 39
  Section 4.3     Applicability of Defeasance Provisions; Company's Option
                   to Effect Defeasance or Covenant Defeasance............... 40
  Section 4.4     Defeasance and Discharge................................... 40
  Section 4.5     Covenant Defeasance........................................ 41
</TABLE>

                                       i
<PAGE>

                               Table of Contents
                               -----------------
                                  (continued)

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
  Section 4.6     Conditions to Defeasance or Covenant Defeasance............ 41
  Section 4.7     Deposited Money and Government Obligations to Be Held
                  in Trust................................................... 43
  Section 4.8     Repayment to Company....................................... 43
  Section 4.9     Indemnity for Government Obligations....................... 43

ARTICLE 5         DEFAULTS AND REMEDIES...................................... 44
  Section 5.1     Events of Default.......................................... 44
  Section 5.2     Acceleration; Rescission and Annulment..................... 45
  Section 5.3     Collection of Indebtedness and Suits for Enforcement
                  by Trustee................................................. 45
  Section 5.4     Trustee May File Proofs of Claim........................... 46
  Section 5.5     Trustee May Enforce Claims Without Possession of
                  Securities................................................. 46
  Section 5.6     Delay or Omission Not Waiver............................... 46
  Section 5.7     Waiver of Past Defaults.................................... 46
  Section 5.8     Control by Majority........................................ 47
  Section 5.9     Limitation on Suits by Holders............................. 47
  Section 5.10    Rights of Holders to Receive Payment....................... 48
  Section 5.11    Application of Money Collected............................. 48
  Section 5.12    Restoration of Rights and Remedies......................... 48
  Section 5.13    Rights and Remedies Cumulative............................. 49

ARTICLE 6         THE TRUSTEE................................................ 49
  Section 6.1     Certain Duties and Responsibilities of the Trustee......... 49
  Section 6.2     Rights of Trustee.......................................... 49
  Section 6.3     Trustee May Hold Securities................................ 50
  Section 6.4     Money Held in Trust........................................ 50
  Section 6.5     Trustee's Disclaimer....................................... 50
  Section 6.6     Notice of Defaults......................................... 50
  Section 6.7     Reports by Trustee to Holders.............................. 51
  Section 6.8     Securityholder Lists....................................... 51
  Section 6.9     Compensation and Indemnity................................. 51
  Section 6.10    Replacement of Trustee..................................... 52
  Section 6.11    Acceptance of Appointment by Successor..................... 54
  Section 6.12    Eligibility; Disqualification.............................. 55
  Section 6.13    Merger, Conversion, Consolidation or Succession to
                  Business................................................... 55
  Section 6.14    Appointment of Authenticating Agent........................ 56

ARTICLE 7         CONSOLIDATION, MERGER OR SALE BY THE COMPANY............... 57
  Section 7.1     Consolidation, Merger or Sale of Assets Permitted.......... 57

ARTICLE 8         SUPPLEMENTAL INDENTURES.................................... 58
  Section 8.1     Supplemental Indentures Without Consent of Holders......... 58
  Section 8.2     Supplemental Indentures With Consent of Holders............ 59
  Section 8.3     Compliance with Trust Indenture Act........................ 61
  Section 8.4     Execution of Supplemental Indentures....................... 61
</TABLE>

                                      ii
<PAGE>

                               Table of Contents
                               -----------------
                                  (continued)

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>

  Section 8.5     Effect of Supplemental Indentures.......................... 61
  Section 8.6     Reference in Securities to Supplemental Indentures......... 61

ARTICLE 9         COVENANTS.................................................. 61
  Section 9.1     Payment of Principal, Premium, if Any, and Interest........ 61
  Section 9.2     Maintenance of Office or Agency............................ 62
  Section 9.3     Money for Securities Payments to Be Held in Trust;
                  Unclaimed Money............................................ 63
  Section 9.4     Corporate Existence........................................ 64
  Section 9.5     Reports by the Company..................................... 64
  Section 9.6     Annual Review Certificate.................................. 65

ARTICLE 10        REDEMPTION................................................. 65
  Section 10.1    Applicability of Article................................... 65
  Section 10.2    Election to Redeem; Notice to Trustee...................... 65
  Section 10.3    Selection of Securities to Be Redeemed..................... 66
  Section 10.4    Notice of Redemption....................................... 66
  Section 10.5    Deposit of Redemption Price................................ 67
  Section 10.6    Securities Payable on Redemption Date...................... 68
  Section 10.7    Securities Redeemed in Part................................ 68

ARTICLE 11        SINKING FUNDS.............................................. 69
  Section 11.1    Applicability of Article................................... 69
  Section 11.2    Satisfaction of Sinking Fund Payments with Securities...... 69
  Section 11.3    Redemption of Securities for Sinking Fund.................. 69

ARTICLE 12        SUBORDINATION.............................................. 70
  Section 12.1    Agreement to Subordinate................................... 70
  Section 12.2    Certain Definitions........................................ 70
  Section 12.3    Liquidation; Dissolution; Bankruptcy; Etc.................. 70
  Section 12.4    Default on Senior Indebtedness............................. 71
  Section 12.5    When Distribution Must Be Paid Over........................ 71
  Section 12.6    Notice by Company.......................................... 72
  Section 12.7    Subrogation................................................ 72
  Section 12.8    Relative Rights............................................ 73
  Section 12.9    Subordination May Not Be Impaired by Company............... 73
  Section 12.10   Distribution............................................... 73
  Section 12.11   Rights of Trustee and Paying Agent......................... 73
  Section 12.12   Authorization to Effect Subordination...................... 74
  Section 12.13   Certain Conversions or Exchanges Deemed Payment............ 74
</TABLE>

                                      iii
<PAGE>

     SUBORDINATED INDENTURE, dated as of [_______________ ___, _____________]
from ACTERNA CORPORATION, a Delaware corporation (the "Company"), to
____________, a _________________, as trustee (the "Trustee").

                                   Recitals
                                   --------

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

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

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

                                   ARTICLE 1
                                   ---------

            Definitions and Other Provisions of General Application
            -------------------------------------------------------

     Section 1.1  Definitions.
                  -----------

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

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

            (2) all other terms used herein that 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

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

     "Affiliate" of any specified Person means any Person directly or indirectly
      ---------
controlling or controlled by, or under direct or indirect common control with
such
<PAGE>

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

     "Agent" means any Paying Agent or Registrar.
      -----

     "Authenticating Agent" means any authenticating agent appointed by the
      --------------------
Trustee pursuant to Section 6.14.

     "Authorized Newspaper" means a newspaper of general circulation, in the
      --------------------
official language of the country of publication or in the English language,
customarily published on each Business Day whether or not published on
Saturdays, Sundays or holidays. Whenever successive publications in an
Authorized Newspaper are required hereunder they may be made (unless otherwise
expressly provided herein) on the same or different days of the week and in the
same or different Authorized Newspapers.

     "Bearer Security" means any Security issued hereunder that is payable to
      ---------------
bearer.

     "Board" or "Board of Directors" means the Board of Directors of the
      -----      ------------------
Company, the Executive Committee or any other duly authorized committee thereof.

     "Board Resolution" means a copy of a resolution of the Board of Directors,
      ----------------
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 the certificate, and delivered to the Trustee.

     "Business Day", when used with respect to any Place of Payment or any other
      ------------
particular location referred to in this Indenture or in the Securities, means,
unless otherwise specified with respect to any Securities pursuant to Section
3.1, each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on
which banking institutions in that Place of Payment or particular location are
authorized or obligated by law or executive order to close.

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

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

                                       2
<PAGE>

     "Company Order" and "Company Request" mean, respectively, a written order
      -------------       ---------------
or request signed in the name of the Company by two Officers.

     "Conversion Event" means the cessation of use of (i) a Foreign Currency
      ----------------                                 -
both by the issuer of such 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
Communities or (iii) any currency unit other than the ECU for the purposes for
                ---
which it was established.

     "Corporate Trust Office" means the office of the Trustee at which at any
      ----------------------
particular time its corporate trust business shall be principally administered,
which office at the date hereof is located at _________________________________.

     "currency unit" for all purposes of this Indenture shall include any
      -------------
composite currency.

     "Debt" means indebtedness for money borrowed.
      ----

     "Default" means any event that is, or after notice or passage of time, or
      -------
both, would be, an Event of Default.

     "Depositary", when used with respect to the Securities of or within any
      ----------
series issuable or issued in whole or in part in global form, means the Person
designated as Depositary by the Company pursuant to Section 3.1 until a
successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter shall mean or include each Person
that is then a Depositary hereunder, and if at any time there is more than one
such Person, shall be a collective reference to such Persons.

     "Dollar" means the currency of the United States as at the time of payment
      ------
is legal tender for the payment of public and private debts.

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

     "Equity Securities" means all or any of the following, authorized from time
      -----------------
to time: (i) the Company's common shares, $.01 par value per share; (ii) the
          -                                                          --
Company's preferred shares, $1.00 par value per share; and (iii) any other
                                                            ---
equity securities of the Company.

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

                                       3
<PAGE>

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

     "Exchange Rate Agent", when used with respect to Securities of or within
      -------------------
any series, means, unless otherwise specified with respect to any Securities
pursuant to Section 3.1, a New York Clearing House bank designated pursuant to
Section 3.1 or Section 3.13.

     "Exchange Rate Officers' Certificate" means an Officers' Certificate
      -----------------------------------
setting forth (i) the applicable Market Exchange Rate or the applicable bid
               -
quotation and (ii) the Dollar or Foreign Currency amounts of principal (and
               --
premium, if any) and interest, if any (on an aggregate basis and on the basis of
a Security having the lowest denomination principal amount in the relevant
currency or currency unit), payable with respect to a Security of any series on
the basis of such Market Exchange Rate or the applicable bid quotation.

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

     "Government Obligations" means securities that are (i) direct obligations
      ----------------------                             -
of the United States or, if specified as contemplated by Section 3.1, the
government that issued the currency in which the Securities of a particular
series are payable, for the payment of which its full faith and credit is
pledged or (ii) obligations of a Person controlled or supervised by and acting
            --
as an agency or instrumentality of the United States or, if specified as
contemplated by Section 3.1, such government that issued the foreign currency in
which the Securities of such series are payable, the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States or such other government, which, in either case, are not callable or
redeemable at the option of the issuer thereof, and shall also include a
depository receipt issued by a bank or trust company as custodian with respect
to any such Government Obligation or a specific payment of interest on or
principal of any such Government Obligation held by such custodian for the
account of the holder of a depository receipt, provided that (except as required
by law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depository receipt from any amount received by the
custodian in respect of the Government Obligation evidenced by such depository
receipt.

     "Holder" means, with respect to a Bearer Security, a bearer thereof or of a
      ------
coupon appertaining thereto and, with respect to a Registered Security, a person
in whose name a Security is registered on the Register.

                                       4
<PAGE>

     "Indenture" means this Subordinated Indenture as originally executed or as
      ---------
amended or supplemented from time to time and shall include the forms and terms
of particular series of Securities established as contemplated 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", when used with respect to an Original Issue Discount Security
      --------
that by its terms bears interest only after maturity, means interest payable
after maturity.

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

     "Market Exchange Rate" means, unless otherwise specified with respect to
      --------------------
any Securities pursuant to Section 3.1, (i) for any conversion involving a
                                         -
currency unit on the one hand and Dollars or any Foreign Currency on the other,
the exchange rate between the relevant currency unit and Dollars or such Foreign
Currency calculated by the method specified pursuant to Section 3.1 for the
Securities of the relevant series, (ii) for any conversion of Dollars into any
                                    --
Foreign Currency, the noon buying rate for such Foreign Currency for cable
transfers quoted in New York City as certified for customs purposes by the
Federal Reserve Bank of New York and (iii) for any conversion of one Foreign
                                      ---
Currency into Dollars or another Foreign Currency, the spot rate at noon local
time in the relevant market at which, in accordance with normal banking
procedures, the Dollars or Foreign Currency into which conversion is being made
could be purchased with the Foreign Currency from which conversion is being made
from major banks located in New York City, London or any other principal market
for Dollars or such purchased Foreign Currency, in each case determined by the
Exchange Rate Agent.  Unless otherwise specified with respect to any Securities
pursuant to Section 3.1, in the event of the unavailability of any of the
exchange rates provided for in the foregoing clauses (i), (ii) and (iii), the
Exchange Rate Agent shall use, in its sole discretion and without liability on
its part, such quotation of the Federal Reserve Bank of New York as of the most
recent available date, or quotations from one or more major banks in New York
City, London or other principal market for such currency or currency unit in
question (which may include any such bank acting as Trustee under this
Indenture), or such other quotations as the Exchange Rate Agent shall deem
appropriate. Unless otherwise specified by the Exchange Rate Agent, if there is
more than one market for dealing in any currency or currency unit by reason of
foreign exchange regulations or otherwise, the market to be used in respect of
such currency or currency unit shall be that upon which a nonresident issuer of
securities designated in such currency or currency unit would purchase such
currency or currency unit in order to make payments in respect of such
securities.

                                       5
<PAGE>

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

     "Officer" means the Chairman, President and Chief Executive Officer, the
      -------
Chief Financial Officer, any Corporate Vice President, the Treasurer or the
Corporate Controller of the Company.

     "Officers' Certificate", when used with respect to the Company, means a
      ---------------------
certificate signed by two Officers.

     "Opinion of Counsel" means a written opinion from the general counsel of
      ------------------
the Company or other legal counsel who is reasonably acceptable to the Trustee.
Such counsel may be an employee of or counsel to the Company.

     "Original Issue Discount Security" means any Security that provides for an
      --------------------------------
amount less than the stated principal amount thereof to be due and payable upon
declaration of acceleration of the Maturity thereof pursuant to Section 5.2.

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

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

          (ii)  Securities, or portions thereof, for whose payment or redemption
     money or Government Obligations (as provided for in Section 4.6) in the
     necessary amount has been theretofore deposited with the Trustee or any
     Paying Agent (other than the Company) in trust or set aside and segregated
     in trust by the Company (if the Company shall act as its own Paying Agent)
     for the Holders of such Securities 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 provisions
     therefor satisfactory to the Trustee have been made;

          (iii) Securities, except to the extent provided in Sections 4.4 and
     4.5, with respect to which the Company has effected defeasance and/or
     covenant defeasance as provided in Article 4; and

          (iv)  Securities that have been paid pursuant to Section 3.6 or in
     exchange for or in lieu of which other Securities have been authenticated
     and delivered pursuant to this Indenture, other than any such Securities in
     respect of which there

                                       6
<PAGE>

     shall have been presented to the Trustee proof satisfactory to it that such
     Securities are held by a bona fide purchaser in whose hands such Securities
     are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
--------  -------
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, or whether
sufficient funds are available for redemption or for any other purpose, and for
the purpose of making the calculations required by section 313 of the Trust
Indenture Act, (w) the principal amount of any Original Issue Discount
                -
Securities that may be counted in making such determination or calculation and
that shall be deemed to be Outstanding for such purpose shall be equal to the
amount of principal thereof that would be (or shall have been declared to be)
due and payable, at the time of such determination, upon a declaration of
acceleration of the maturity thereof pursuant to Section 5.2, (x) the principal
                                                               -
amount of any Security denominated in a Foreign Currency that may be counted in
making such determination or calculation and that shall be deemed Outstanding
for such purpose shall be equal to the Dollar equivalent, determined as of the
date such Security is originally issued by the Company as set forth in an
Exchange Rate Officers' Certificate delivered to the Trustee, of the principal
amount (or, in the case of an Original Issue Discount Security, the Dollar
equivalent as of such date of original issuance of the amount determined as
provided in clause (w) above) of such Security, (y) the principal amount of any
                                                 -
Indexed Security that may be counted in making such determination or calculation
and that shall be deemed outstanding for such purpose shall be equal to the
principal face amount of such Indexed Security at original issuance, unless
otherwise provided with respect to such Security pursuant to Section 3.1, and
(z) Securities owned by the Company or any other obligor upon the Securities or
 -
any Affiliate of the Company or of such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in making such calculation or in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Securities that the Trustee knows to be so owned shall be so disregarded.
Securities so owned that have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Securities and that the pledgee
is not the Company or any other obligor upon the Securities or any Affiliate of
the Company or of such other obligor.

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

     "Periodic Offering" means an offering of Securities of a series from time
      -----------------
to time the specific terms of which Securities, including, without limitation,
the rate or rates of interest or formula for determining the rate or rates of
interest thereon, if any, the Maturity thereof and the redemption provisions, if
any, with respect thereto, are to be determined by the Company upon the issuance
of such Securities.

                                       7
<PAGE>

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

     "Place of Payment", when used with respect to the Securities of or within
      ----------------
any series, means the place or places where the principal of, premium, if any,
and interest on such Securities are payable as specified as contemplated by
Sections 3.1 and 9.2.

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

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

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

     "Registered Security" means any Security issued hereunder and registered as
      -------------------
to principal and interest in the Register.

     "Regular Record Date" for the interest payable on any Interest Payment Date
      -------------------
on the Securities of or within any series means the date specified for that
purpose as contemplated by Section 3.1.

     "Responsible Officer", when used with respect to the Trustee, shall mean
      -------------------
any vice president, any trust officer, or any officer of the Trustee customarily
performing functions similar to those performed by the persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is
referred because of his knowledge of and familiarity with a particular subject.

     "Security" or "Securities" has the meaning stated in the first recital of
      --------      ----------
this Indenture and more particularly means a Security or Securities of the
Company issued, authenticated and delivered under this Indenture.

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

     "Stated Maturity", when used with respect to any Security or any
      ---------------
installment of principal thereof or interest thereon, means the date specified
in such Security or in a

                                       8
<PAGE>

coupon representing such installment of interest as the fixed date on which the
principal of such Security or such installment of principal or interest is due
and payable.

     "Subsidiary" of any Person means any Person of which at least a majority of
      ----------
capital stock having ordinary voting power for the election of directors or
other governing body of such Person is owned by such Person directly or through
one or more Subsidiaries of such Person.

     "Trust Indenture Act" means the Trust Indenture Act of 1939 as in effect on
      -------------------
the date of this Indenture, except as provided in Section 8.3.

     "Trustee" means the party named as such in the first paragraph of this
      -------
Indenture until a successor Trustee replaces it pursuant to the applicable
provisions of this Indenture, and thereafter means such successor Trustee and
if, at any time, there is more than one Trustee, "Trustee" as used with respect
to the Securities of any series shall mean the Trustee with respect to the
Securities of that series.

     "United States" means, unless otherwise specified with respect to the
      -------------
Securities of any series as contemplated by Section 3.1, the United States of
America (including the States and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction.

     "U.S. Person" means, unless otherwise specified with respect to the
      -----------
Securities of any series as contemplated by Section 3.1, a citizen, national or
resident of the United States, a corporation, partnership or other entity
created or organized in or under the laws of the United States or any political
subdivision thereof, or an estate or trust, the income of which is subject to
United States federal income taxation regardless of its source.

     "Yield to Maturity" means the yield to maturity, calculated by the Company
      -----------------
at the time of issuance of a series of Securities or, if applicable, at the most
recent determination of interest on such series, in accordance with accepted
financial practice.

     (b)  The following terms shall have the meanings specified in the Sections
referred to opposite such term below:

                     Term                   Section
                     ----                   -------
          "Act"                             1.4(a)
          "Bankruptcy Law"                  5.1
          "Component Currency"              3.12(h)
          "Conversion Date"                 3.12(d)
          "Custodian"                       5.1
          "Defaulted Interest"              3.7(b)
          "Election Date"                   3.12(h)
          "Event of Default"                5.1

                                       9
<PAGE>

                     Term                   Section
                     ----                   -------
          "Register"                        3.5
          "Registrar"                       3.5
          "Senior Indebtedness"             12.2
          "Valuation Date"                  3.12(c)


     Section 1.2  Compliance Certificates and Opinions.  Upon any application or
                  ------------------------------------
request by the Company to the Trustee to take any action under any provision of
this Indenture, the Company shall furnish to the Trustee an Officers'
Certificate stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with and an Opinion
of Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

     Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than pursuant to Sections 2.3 and
9.6) shall include:

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

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

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

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

                                      10
<PAGE>

     Section 1.3  Form of Documents Delivered to Trustee.  In any case where
                  --------------------------------------
several matters are required to be certified by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified
or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.

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

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

     Section 1.4  Acts of Holders.
                  ---------------

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

     (b)  The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgements of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his

                                      11
<PAGE>

individual capacity, such certificate or affidavit shall also constitute
sufficient proof of his authority. The fact and date of the execution of any
such instrument or writing, or the authority of the Person executing the same,
may also be proved in any other manner that the Trustee deems sufficient.

     (c)  The ownership of Bearer Securities may be proved by the production of
such Bearer Securities or by a certificate executed by any trust company, bank,
banker or other depository, wherever situated, if such certificate shall be
deemed by the Trustee to be satisfactory, showing that at the date therein
mentioned such Person had on deposit with such depository, 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 (i) another such certificate or affidavit bearing a later date
                 -
issued in respect of the same Bearer Security is produced, (ii) such Bearer
                                                            --
Security is produced to the Trustee by some other Person, (iii) such Bearer
                                                           ---
Security is surrendered in exchange for a Registered Security or (iv) such
                                                                  --
Bearer Security is no longer Outstanding.  The ownership of Bearer Securities
may also be proved in any other manner that the Trustee deems sufficient.

     (d)  The ownership of Registered Securities shall be proved by the
Register.

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

     (f)  If the Company shall solicit from the Holders any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company may,
at its option, by or pursuant to a 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, but the Company shall have no obligation to do so. 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 purposes of determining whether Holders of
the requisite proportion of Outstanding Securities have authorized or agreed or
consented to such request, demand, authorization, direction, notice, consent,
waiver or other Act, and for that purpose the Outstanding Securities shall be
computed as of such record date; provided that no such authorization, agreement
                                 --------
or consent by the Holders on such record date shall be deemed effective unless
it shall

                                      12
<PAGE>

become effective pursuant to the provisions of this Indenture not later than six
months after the record date.

     Section 1.5  Notices, etc., to Trustee and Company.  Any request, demand,
                  -------------------------------------
authorization, direction, notice, consent, waiver or Act of Holders or other
document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with,

          (1)  the Trustee by any Holder or by the Company shall be sufficient
     for every purpose hereunder (unless otherwise herein expressly provided) if
     in writing and mailed, first-class postage prepaid, to the Trustee at its
     Corporate Trust Office, Attention: Corporate Trust Administration, or

          (2)  the Company by the Trustee or by any Holder shall be sufficient
     for every purpose hereunder (unless otherwise herein expressly provided) if
     in writing and mailed, first-class postage prepaid, to the Company
     addressed to it at Acterna Corporation, 3 New England Executive Park,
     Burlington, Massachusetts 01803-5087, Attention: General Counsel or at any
     other address previously furnished in writing to the Trustee by the
     Company.

     Section 1.6  Notice to Holders; Waiver.  Where this Indenture provides for
                  -------------------------
notice to Holders of any event, (i) if any of the Securities affected by such
event are Registered Securities, such notice to the Holders thereof shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class postage prepaid, to each such Holder affected by such
event, at his address as it appears in the Register, within the time prescribed
for the giving of such notice and, (ii) if any of the Securities affected by
such event are Bearer Securities, notice to the Holders thereof shall be
sufficiently given (unless otherwise herein or in the terms of such Bearer
Securities expressly provided) if published once in an Authorized Newspaper in
New York, New York, and in such other city or cities, if any, as may be
specified as contemplated by Section 3.1.

     In any case where notice to Holders is given by mail, neither the failure
to mail such notice, nor any defect in any notice so mailed, to any particular
Holder shall affect the sufficiency of such notice with respect to other Holders
of Registered Securities or the sufficiency of any notice to Holders of Bearer
Securities given as provided herein.  In any case where notice is given to
Holders by publication, neither the failure to publish such notice, nor any
defect in any notice so published, shall affect the sufficiency of such notice
with respect to other Holders of Bearer Securities or the sufficiency of any
notice to Holders of Registered Securities given as provided herein.  Any notice
mailed to a Holder in the manner herein prescribed shall be conclusively deemed
to have been received by such Holder, whether or not such Holder actually
receives such notice.

                                      13
<PAGE>

     If by reason of the suspension of regular mail service or by reason of any
other cause it shall be impracticable to give such notice as provided above,
then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder. If it is
impossible or, in the opinion of the Trustee, impracticable to give any notice
by publication in the manner herein required, then such publication in lieu
thereof as shall be made with the approval of the Trustee shall constitute a
sufficient publication of such notice.

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

     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 equivalent of such notice. Waivers
of notice by Holders shall be filed with the Trustee, but such filing shall not
be a condition precedent to the validity of any action taken in reliance upon
such waiver.

     Section 1.7  Headings and Table of Contents.  The Article and Section
                  ------------------------------
headings herein and the Table of Contents are for convenience only and shall not
affect the construction hereof.

     Section 1.8  Successor and Assigns.  All covenants and agreements in this
                  ---------------------
Indenture by the Company shall bind its successor and assigns, whether so
expressed or not.

     Section 1.9  Separability.  In case any provision of this Indenture or the
                  ------------
Securities shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

     Section 1.10 Benefits of Indenture.  Nothing in this Indenture or in the
                  ---------------------
Securities, expressed or implied, shall give to any Person, other than the
parties hereto and their successors hereunder and the Holders, any benefit or
any legal or equitable right, remedy or claim under this Indenture.

     Section 1.11 Governing Law.  THIS INDENTURE, THE SECURITIES AND ANY COUPONS
                  -------------
APPERTAINING THERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK. This Indenture is subject to the Trust Indenture
Act and if any provision hereof limits, qualifies or conflicts with the Trust
Indenture Act, the Trust Indenture Act shall control.

     Section 1.12 Legal Holidays.  In any case where any Interest Payment Date,
                  --------------
Redemption Date, sinking fund payment date, Stated Maturity or Maturity of any

                                      14
<PAGE>

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

                                   ARTICLE 2

                                Security Forms
                                --------------

     Section 2.1  Forms Generally.  The Securities of each series and the
                  ---------------
coupons, if any, to be attached thereto shall be in substantially such form as
shall be established by or pursuant to a Board Resolution or in one or more
indentures supplemental hereto, in each case with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Securities
and coupons, if any, as evidenced by their execution of the Securities and
coupons, if any. If temporary Securities of any series are issued as permitted
by Section 3.4, the form thereof also shall be established as provided in the
preceding sentence. If the forms of Securities and coupons, if any, of any
series are established by, or by action taken pursuant to, a Board Resolution, a
copy of the Board Resolution together with an appropriate record of any such
action taken pursuant thereto, including a copy of the approved form of
Securities or coupons, if any, shall be certified by the Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 3.3 for the authentication and delivery of such
Securities.

     Unless otherwise specified as contemplated by Section 3.1, Bearer
Securities shall have interest coupons attached.

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

                                      15
<PAGE>

     Section 2.2  Form of Trustee's Certificate of Authentication. The Trustee's
                  -----------------------------------------------
certificate of authentication shall be in substantially the following form:

     This is one of the Securities of the series described in the within-
mentioned Indenture.

                                                 _______________________________
                                                 as Trustee


                                             By: ___________________________
                                                 Authorized Signatory


     Section 2.3  Securities in Global Form.  If Securities of or within a
                  -------------------------
series are issuable in whole or in part in global form, any such Security may
provide that it shall represent the aggregate or specified amount of Outstanding
Securities 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 reduced or increased to reflect exchanges. Any endorsement of a 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 to the Trustee
pursuant to Section 3.3 or 3.4. Subject to the provisions of Section 3.3 and, if
applicable, Section 3.4, 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. Any instructions
by the Company with respect to endorsement or delivery or redelivery of a
Security in global form shall be in writing but need not comply with Section 1.2
hereof and need not be accompanied by an Opinion of Counsel.

     The provisions of the last paragraph of Section 3.3 shall apply to any
Security in global form if such Security was never issued and sold by the
Company and the Company delivers to the Trustee the Security in global form
together with written instructions (which need not comply with Section 1.2 and
need not be accompanied by an Opinion of Counsel) with regard to the reduction
in the principal amount of Securities represented thereby, together with the
written statement contemplated by the last paragraph of Section 3.3.

     Notwithstanding the provisions of Section 2.1 and 3.7, unless otherwise
specified as contemplated by Section 3.1, payment of principal of, premium, if
any, and interest on any Security in permanent global form shall be made to the
Person or Persons specified therein.

                                      16
<PAGE>

     Section 2.4  Form of Legend for Securities in Global Form.  Any Security in
                  --------------------------------------------
global form authenticated and delivered hereunder shall bear a legend in
substantially the following form:

     This Security is in global form within the meaning of the Indenture
     hereinafter referred to and is registered in the name of a
     Depositary or a nominee of a Depositary. Unless and until it is
     exchanged in whole or in part for Securities in certificated form,
     this Security may not be transferred except as a whole by the
     Depositary to a nominee of the Depositary or by a nominee of the
     Depositary to the Depositary or another nominee of the Depositary or
     by the Depositary or any such nominee to a successor Depositary or a
     nominee of such successor Depositary.

                                   ARTICLE 3
                                   ---------

                                The Securities
                                --------------

     Section 3.1  Amount Unlimited; Issuable in Series.
                  ------------------------------------

     (a)  The aggregate principal amount of Securities that may be authenticated
and delivered under this Indenture is unlimited. The Securities may be issued
from time to time in one or more series.

     (b)  The following matters shall be established with respect to each series
of Securities issued hereunder (i) by a Board Resolution, (ii) by action taken
                                -                          --
pursuant to a Board Resolution and (subject to Section 3.3) set forth, or
determined in the manner provided, in an Officers' Certificate or (iii) in one
                                                                   ---
or more indentures supplemental hereto:

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

          (2)  any limit upon the aggregate principal amount of the Securities
     of the series that may be authenticated and delivered under this Indenture
     (which limit shall not pertain to Securities authenticated and delivered
     upon registration of transfer of, or in exchange for, or in lieu of, other
     Securities of the series pursuant to Section 3.4, 3.5, 3.6, 8.6, or 10.7);

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

          (4)  the rate or rates at which the Securities of the series shall
     bear interest, if any, or the method of calculating such rate or rates of
     interest, the date or dates from which such interest shall accrue or the
     method by which such date or dates

                                      17
<PAGE>

     shall be determined, the Interest Payment Dates on which any such interest
     shall be payable and, with respect to Registered Securities, the Regular
     Record Date, if any, for the interest payable on any Registered Security on
     any Interest Payment Date;

          (5)  the place or places where the principal of, premium, if any, and
     interest, if any, on Securities of the series shall be payable;

          (6)  the period or periods within which, the price or prices at which,
     the currency or currencies (including currency unit or units) in which, and
     the other terms and conditions upon which, Securities of the series may be
     redeemed, in whole or in part, at the option of the Company and, if other
     than as provided in Section 10.3, the manner in which the particular
     Securities of such series (if less than all Securities of such series are
     to be redeemed) are to be selected for redemption;

          (7)  the right, if any, to extend the interest payment periods and any
     conditions to the payment or resumption of payment of interest before,
     during or after any such extension;

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

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

          (10) if other than Dollars, the currency or currencies (including
     currency unit or units) in which the principal of, premium, if any, and
     interest, if any, on the Securities of the series shall be payable, or in
     which the Securities of the series shall be denominated, and the particular
     provisions applicable thereto in accordance with, in addition to, or in
     lieu of the provisions of Section 3.12;

          (11) if the payments of principal of, premium, if any, or interest, if
     any, on the Securities of the series are to be made, at the election of the
     Company or a Holder, in a currency or currencies (including currency unit
     or units) other than that in which such Securities are denominated or
     designated to be payable, the currency or currencies (including composite
     currency, currency unit or units) in

                                      18
<PAGE>

     which such payments are to be made, the terms and conditions of such
     payments and the manner in which the exchange rate with respect to such
     payments shall be determined, and the particular provisions applicable
     thereto in accordance with, in addition to, or in lieu of the provisions of
     Section 3.12;

          (12)  if the amount of payments of principal of, premium, if any, and
     interest, if any, on the Securities of the series shall be determined with
     reference to an index, formula or other method (which index, formula or
     method may be based, without limitation, on a currency or currencies
     (including currency unit or units) other than that in which the Securities
     of the series are denominated or designated to be payable), the index,
     formula or other method by which such amounts shall be determined;

          (13)  if other than the principal amount thereof, the portion of the
     principal amount of such Securities of the series that shall be payable
     upon declaration of acceleration thereof pursuant to Section 5.2 or the
     method by which such portion shall be determined;

          (14)  if other than as provided in Section 3.7, the Person to whom any
     interest on any Registered Security of the series shall be payable and the
     manner in which, or the Person to whom, any interest on any Bearer
     Securities of the series shall be payable;

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

          (16)  any deletions from, modifications of or additions to the Events
     of Default set forth in Section 5.1 or covenants of the Company set forth
     in Article 9 pertaining to the Securities of the series;

          (17)  under what circumstances, if any, the Company will pay
     additional amounts on the Securities of that series held by a Person who is
     not a U.S. Person in respect of taxes or similar charges withheld or
     deducted and, if so, whether the Company will have the option to redeem
     such Securities rather than pay such additional amounts (and the terms of
     any such option);

          (18)  whether Securities of the series shall be issuable as Registered
     Securities or Bearer Securities (with or without interest coupons), or
     both, and any restrictions applicable to the offering, sale or delivery of
     Bearer Securities and, if other than as provided in Section 3.5, the terms
     upon which Bearer Securities of a series may be exchanged for Registered
     Securities of the same series and vice versa;

                                      19
<PAGE>

          (19)  the date as of which any Bearer Securities of the series and any
     temporary global Security representing Outstanding Securities of the series
     shall be dated if other than the date of original issuance of the first
     Security of the series to be issued;

          (20)  the forms of the Securities and coupons, if any, of the series;

          (21)  the applicability, if any, to the Securities of or within the
     series of Sections 4.4 and 4.5, or such other means of defeasance or
     covenant defeasance as may be specified for the Securities and coupons, if
     any, of such series, and whether, for the purpose of such defeasance or
     covenant defeasance, the term "Government Obligations" shall include
     obligations referred to in the definition of such term that are not
     obligations of the United States or an agency or instrumentality of the
     United States;

          (22)  if other than the Trustee, the identity of the Registrar and any
     Paying Agent;

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

          (24)  if the Securities of the series shall be issued in whole or in
     part in global form, (i) the Depositary for such global Securities, (ii)
                           -                                              --
     whether beneficial owners of interests in any Securities of the series in
     global form may exchange such interests for certificated Securities of such
     series and of like tenor of any authorized form and denomination, and (iii)
                                                                            ---
     if other than as provided in Section 3.5, the circumstances under which any
     such exchange may occur;

          (25)  the designation of the initial Depositary;

          (26)  any restrictions on the registration, transfer or exchange of
     the Securities;

          (27)  the relative degree, if any, to which the Securities of the
     series shall be senior or subordinated to other series of Securities in
     right of payment, whether such other series of Securities are Outstanding
     or not;

          (28)  the terms of any right to convert or exchange Securities of the
     series into or for Equity Securities of the Company or other securities or
     property; and

          (29)  any other terms of the series (which terms shall not be
     inconsistent with the provisions of this Indenture) including any terms
     that may be required by or advisable under United States laws or
     regulations or advisable in connection with the marketing of Securities of
     the series.

                                      20
<PAGE>

     (c)  All Securities of any one series and coupons, if any, appertaining to
any Bearer Securities of such series shall be substantially identical except, in
the case of Registered Securities, as to denomination and except as may
otherwise be provided (i) by a Board Resolution, (ii) by action taken pursuant
                       -                          --
to a Board Resolution and (subject to Section 3.3) set forth, or determined in
the manner provided, in the related Officers' Certificate or (iii) in an
                                                              ---
indenture supplemental hereto. All Securities of any one series need not be
issued at the same time and, unless otherwise provided, a series may be
reopened, without the consent of the Holders, for issuances of additional
Securities of such series.

     (d)  If any of the terms of the Securities of any series are established by
action taken pursuant to a Board Resolution, a copy of such Board Resolution
shall be certified by the Secretary of the Company and delivered to the Trustee
at or prior to the delivery of the Officers' Certificate setting forth, or
providing the manner for determining, the terms of the Securities of such
series, and an appropriate record of any action taken pursuant thereto in
connection with the issuance of any Securities of such series shall be delivered
to the Trustee prior to the authentication and delivery thereof.

     Section 3.2  Denominations.  Unless otherwise provided as contemplated by
                  -------------
Section 3.1, any Registered Securities of a series shall be issuable in
denominations of $1,000 and any integral multiple thereof and any Bearer
Securities of a series shall be issuable in the denomination of $5,000.

     Section 3.3  Execution, Authentication, Delivery and Dating.  Securities
                  ----------------------------------------------
shall be executed on behalf of the Company by two Officers. The signatures of
any of these officers on the Securities may be manual or facsimile. The coupons,
if any, of Bearer Securities shall bear the facsimile signature of two Officers.

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

     At any time and from time to time, the Company may deliver Securities,
together with any coupons appertaining thereto, of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities; provided,
                                                                       --------
however, that in the case of Securities offered in a Periodic Offering, the
-------
Trustee shall authenticate and deliver such Securities from time to time in
accordance with such other procedures (including, without limitation, the
receipt by the Trustee of oral or electronic instructions from the Company or
its duly authorized agents, promptly confirmed in writing) acceptable to the
Trustee as

                                      21
<PAGE>

may be specified by or pursuant to a Company Order delivered to the Trustee
prior to the time of the first authentication of Securities of such series.

     If the form or terms of the Securities of a series have been established by
or pursuant to one or more Board Resolutions as permitted by Sections 2.1 and
3.1, in authenticating such Securities and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to section 315(a) through (d)
of the Trust Indenture Act) shall be fully protected in relying upon, an Opinion
of Counsel stating,

          (1)  if the forms of such Securities and any coupons have been
     established by or pursuant to a Board Resolution as permitted by Section
     2.1, that such forms have been established in conformity with the
     provisions of this Indenture;

          (2)  if the terms of such Securities and any coupons have been
     established by or pursuant to a Board Resolution as permitted by Section
     3.1, that such terms have been, or in the case of Securities of a series
     offered in a Periodic Offering, will be, established in conformity with the
     provisions of this Indenture, subject in the case of Securities offered in
     a Periodic Offering, to any conditions specified in such Opinion of
     Counsel; and

          (3)  that such Securities together with any coupons appertaining
     thereto, when authenticated and delivered by the Trustee and issued by the
     Company in the manner and subject to any conditions specified in such
     Opinion of Counsel, will constitute valid and legally binding obligations
     of the Company, enforceable in accordance with their terms, subject to
     bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
     other similar laws of general applicability relating to or affecting the
     enforcement of creditors' rights and to general equity principles and
     except further as enforcement thereof may be limited by (A) requirements
                                                              -
     that a claim with respect to any Securities denominated other than in
     Dollars (or a Foreign Currency or currency unit judgment in respect of such
     claim) be converted into Dollars at a rate of exchange prevailing on a date
     determined pursuant to applicable law or (B) governmental authority to
                                               -
     limit, delay or prohibit the making of payments in Foreign Currencies or
     currency units or payments outside the United States.

Notwithstanding that such form or terms have been so established, the Trustee
shall have the right to decline to authenticate such Securities if, in the
written opinion of counsel to the Trustee (which counsel may be an employee of
the Trustee), the issue of such Securities pursuant to this Indenture will
adversely affect the Trustee's own rights, duties or immunities under this
Indenture or otherwise in a manner that is not reasonably acceptable to the
Trustee. Notwithstanding the generality of the foregoing, the Trustee will not
be required to authenticate Securities denominated in a Foreign Currency if the

                                      22
<PAGE>

Trustee reasonably believes that it would be unable to perform its duties with
respect to such Securities.

     Notwithstanding the provisions of Section 3.1 and of the two preceding
paragraphs, if all of the Securities of any series are not to be issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 3.1 or the Company Order and Opinion of Counsel
otherwise required pursuant to the two preceding paragraphs in connection with
the authentication of each Security of such series if such documents, with
appropriate modifications to cover such future issuances, are delivered at or
prior to the authentication upon original issuance of the first Security of such
series to be issued.

     With respect to Securities of a series offered in a Periodic Offering, the
Trustee may rely, as to the authorization by the Company of any of such
Securities, the form and terms thereof and the legality, validity, binding
effect and enforceability thereof, upon the Opinion of Counsel and the other
documents delivered pursuant to Sections 2.1 and 3.1 and this Section, as
applicable, in connection with the first authentication of Securities of such
series.

     If the Company shall establish pursuant to Section 3.1 that the Securities
of a series are to be issued in whole or in part in global form, then the
Company shall execute and the Trustee shall, in accordance with this Section and
the Company Order with respect to such series, authenticate and deliver one or
more Securities in global form that (i) shall represent and shall be denominated
                                     -
in an amount equal to the aggregate principal amount of the Outstanding
Securities of such series to be represented by such Security or Securities in
global form, (ii) shall be registered, if a Registered Security, in the name of
              --
the Depositary for such Security or Securities in global form or the nominee of
such Depositary, (iii) shall be delivered by the Trustee to such Depositary or
                  ---
pursuant to such Depositary's instruction and (iv) shall bear the legend set
                                               --
forth in Section 2.4.

     Each Depositary designated pursuant to Section 3.1 for a Registered
Security in global form must, at the time of its designation and at all times
while it serves as Depositary, be a clearing agency registered under the
Securities Exchange Act of 1934 and any other applicable statute or regulation.
The Trustee shall have no responsibility to determine if the Depositary is so
registered. Each Depositary shall enter into an agreement with the Trustee
governing the respective duties and rights of such Depositary and the Trustee
with regard to Securities issued in global form.

     Each Registered Security shall be dated the date of its authentication and
each Bearer Security shall be dated as of the date specified as contemplated by
Section 3.1.

     No Security or coupon appertaining thereto shall be entitled to any
benefits under this Indenture or be valid or obligatory for any purpose until
authenticated by the manual

                                      23
<PAGE>

signature of one of the authorized signatories of the Trustee or an
Authenticating Agent and no coupon shall be valid until the Security to which it
appertains has been so authenticated. Such signature upon any Security shall be
conclusive evidence, and the only evidence, that such Security has been duly
authenticated and delivered under this Indenture and is entitled to the benefits
of this Indenture. Except as permitted by Section 3.6 or 3.7, the Trustee shall
not authenticate and deliver any Bearer Security unless all appurtenant coupons
for interest then matured have been detached and cancelled.

     Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 3.9 together with a written statement (which need not comply
with Section 1.2 and need not be accompanied by an Opinion of Counsel) stating
that such Security has never been issued and sold by the Company, for all
purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall not be entitled to the benefits
of this Indenture.

     Section 3.4  Temporary Securities.  Pending the preparation of definitive
                  --------------------
Securities of any series, the Company may execute and, upon Company Order, the
Trustee shall authenticate and deliver temporary Securities of such series that
are printed, lithographed, typewritten, mimeographed or otherwise produced, in
any authorized denomination, substantially of the tenor and form, with or
without coupons, of the definitive Securities in lieu of which they are issued
and with such appropriate insertions, omissions, substitutions and other
variations as the officers executing such Securities may determine, as
conclusively evidenced by their execution of such Securities and coupons, if
any. In the case of Securities of any series, such temporary Securities may be
in global form, representing all or a portion of the Outstanding Securities of
such series.

     Except in the case of temporary Securities in global form, each of which
shall be exchanged in accordance with the provisions thereof, if temporary
Securities of any series are issued, the Company will cause definitive
Securities of such series to be prepared without unreasonable delay. After
preparation of definitive Securities of such series, the temporary Securities of
such series shall be exchangeable for definitive Securities of such series upon
surrender of the temporary Securities of such series at the office or agency of
the Company pursuant to Section 9.2 in a Place of Payment for such series,
without charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities of any series (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 the same series of authorized denominations and of like
tenor; provided, however, that no definitive Bearer Security shall be delivered
       --------  -------
in exchange for a temporary Registered Security; and provided further that no
                                                     -------- -------
definitive Bearer Security shall be delivered in exchange for a temporary Bearer
Security unless the Trustee shall have received from the person entitled

                                      24
<PAGE>

to receive the definitive Bearer Security a certificate substantially in the
form approved in the Board Resolutions relating thereto and such delivery shall
occur only outside the United States. 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 except as otherwise
specified as contemplated by Section 3.1.

     Section 3.5  Registration, Transfer and Exchange.  The Company shall cause
                  -----------------------------------
to be kept at the Corporate Trust Office of the Trustee or in any office or
agency to be maintained by the Company in accordance with Section 9.2 in a Place
of Payment a register (the "Register") in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of Registered Securities and the registration of transfers of Registered
Securities. The Register shall be in written form or any other form capable of
being converted into written form within a reasonable time. The Trustee is
hereby appointed "Registrar" for the purpose of registering Registered
Securities and transfers of Registered Securities as herein provided.

     Upon surrender for registration of transfer of any Registered Security of
any series at the office or agency maintained pursuant to Section 9.2 in a Place
of Payment for that series, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Registered Securities of the same series, of any
authorized denominations and of a like aggregate principal amount containing
identical terms and provisions.

     Bearer Securities (except for any temporary global Bearer Securities) or
any coupons appertaining thereto (except for coupons attached to any temporary
global Bearer Security) shall be transferable by delivery.

     At the option of the Holder, Registered Securities of any series (except a
Registered Security in global form) may be exchanged for other Registered
Securities of the same series, of any authorized denominations and of a like
aggregate principal amount containing identical terms and provisions, upon
surrender of the Registered Securities to be exchanged at such office or agency.
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. Unless
otherwise specified as contemplated by Section 3.1, Bearer Securities may not be
issued in exchange for Registered Securities.

     Unless otherwise specified as contemplated by Section 3.1, at the option of
the Holder, Bearer Securities of such series may be exchanged for Registered
Securities (if the Securities of such series are issuable in registered form) or
Bearer Securities (if Bearer Securities of such series are issuable in more than
one denomination and such exchanges are permitted by such series) of the same
series, of any authorized denominations and of like tenor and aggregate
principal amount, upon surrender of the

                                      25
<PAGE>

Bearer Securities to be exchanged at any such office or agency, 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 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 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 9.2,
         --------  -------
interest represented by coupons shall be payable only upon presentation and
surrender of those coupons at an office or agency located outside the United
States. Notwithstanding the foregoing, in case any Bearer Security of any series
is surrendered at any such office or agency in exchange for a Registered
Security of the same series 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, will
not be payable on such Interest Payment Date or proposed date for payment, as
the case may be, in respect of the Registered Security issued in exchange for
such Bearer Security, but will be payable only to the Holder of such coupon,
when due in accordance with the provisions of this Indenture.

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

     If at any time the Depositary for the Securities of a series notifies the
Company that it is unwilling or unable to continue as Depositary for the
Securities of such series or if at any time the Depositary for the Securities of
such series shall no longer be eligible under Section 3.3, the Company shall
appoint a successor Depositary with respect to the Securities of such series.
If a successor Depositary for the Securities of such series is not appointed by
the Company within 90 days after the Company receives such notice or becomes
aware of such ineligibility, the Company's election pursuant to Section

                                      26
<PAGE>

3.1(b)(24) shall no longer be effective with respect to the Securities of such
series and the Company shall execute, and the Trustee, upon receipt of a Company
Order for the authentication and delivery of certificated Securities of such
series of like tenor, shall authenticate and deliver, Securities of such series
of like tenor in certificated form, in authorized denominations and in an
aggregate principal amount equal to the principal amount of the Security or
Securities of such series of like tenor in global form in exchange for such
Security or Securities in global form.

     The Company may at any time in its sole discretion determine that
Securities issued in global form shall no longer be represented by such a
Security or Securities in global form. In such event the Company shall execute,
and the Trustee, upon receipt of a Company Order for the authentication and
delivery of certificated Securities of such series of like tenor, shall
authenticate and deliver, Securities of such series of like tenor in
certificated form, in authorized denominations and in an aggregate principal
amount equal to the principal amount of the Security or Securities of such
series of like tenor in global form in exchange for such Security or Securities
in global form.

     If specified by the Company pursuant to Section 3.1 with respect to a
series of Securities, the Depositary for such series may surrender a Security in
global form of such series in exchange in whole or in part for Securities of
such series in certificated form on such terms as are acceptable to the Company
and such Depositary. Thereupon, the Company shall execute, and the Trustee shall
authenticate and deliver, without service charge,

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

          (ii)  to such Depositary a new Security in global form of like tenor
     in a denomination equal to the difference, if any, between the principal
     amount of the surrendered Security in global form and the aggregate
     principal amount of certificated Securities delivered to Holders thereof.

     Upon the exchange of a Security in global form for Securities in
certificated form, such Security in global form shall be cancelled by the
Trustee. Unless expressly provided with respect to the Securities of any series
that such Security may be exchanged for Bearer Securities, Securities in
certificated form issued in exchange for a Security in global form pursuant to
this Section shall be registered in such names and in such authorized
denominations as the Depositary for such Security in global form, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee.

                                      27
<PAGE>

The Trustee shall deliver such Securities to the Persons in whose names such
Securities are so registered.

     Whenever any Securities are surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Securities that the
Holder making the exchange is entitled to receive.

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

     Every Registered Security presented or surrendered for registration of
transfer or for exchange shall (if so required by the Company, the Registrar or
the Trustee) be duly endorsed, or be accompanied by a written instrument of
transfer in form satisfactory to the Company, the Registrar and the Trustee 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 for any
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration or transfer or exchange of Securities, other than
exchanges pursuant to Section 3.4 or 10.7 not involving any transfer.

     The Company shall not be required (i) to issue, register the transfer of,
                                        -
or exchange any Securities for a period beginning at the opening of business 15
days before any selection for redemption of Securities of like tenor and of the
series of which such Security is a part and ending at the close of business on
the earliest date on which the relevant notice of redemption is deemed to have
been given to all Holders of Securities of like tenor and of such series to be
redeemed; (ii) to register the transfer of or exchange any Registered Security
           --
so selected for redemption, in whole or in part, except the unredeemed portion
of any Security being redeemed in part; or (iii) to exchange any Bearer Security
                                            ---
so selected for redemption, except that such a Bearer Security may be exchanged
for a Registered Security of that series and like tenor; provided that such
                                                         --------
Registered Security shall be simultaneously surrendered for redemption.

     Section 3.6  Replacement Securities.  If a mutilated Security or a Security
                  ----------------------
with a mutilated coupon appertaining to it is surrendered to the Trustee,
together with, in proper cases, such security or indemnity as may be required by
the Company or the Trustee to save each of them harmless, the Company shall
execute and the Trustee shall authenticate and deliver a replacement Registered
Security, if such surrendered Security was a Registered Security, or a
replacement Bearer Security with coupons corresponding to the coupons
appertaining to the surrendered Security, if such surrendered Security was a

                                      28
<PAGE>

Bearer Security, of the same series and date of maturity, if the Trustee's
requirements are met.

     If there shall be delivered to the Company and the Trustee (i) evidence to
                                                                 -
their satisfaction of the destruction, loss or theft of any Security or Security
with a destroyed, lost or stolen 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 the Trustee shall authenticate and deliver in lieu of any such
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 replacement Registered Security, if such Holder's
claim appertains to a Registered Security, or a replacement Bearer Security with
coupons corresponding to the coupons appertaining to the destroyed, lost or
stolen Bearer Security or the Bearer Security to which such lost, destroyed or
stolen coupon appertains, if such Holder's claim appertains to a Bearer
Security, of the same series and principal amount, containing identical terms
and provisions and bearing a number not contemporaneously outstanding with
coupons corresponding to the coupons, if any, appertaining to the destroyed,
lost or stolen Security.

     In case any such 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 or coupon, pay such Security or coupon;
provided, however, that payment of principal of and any premium or interest on
--------  -------
Bearer Securities shall, except as otherwise provided in Section 9.2, be payable
only at an office or agency located outside the United States and, unless
otherwise specified as contemplated by Section 3.1, any interest on Bearer
Securities 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 of any series with its coupons, if any, 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 an original additional contractual obligation of the Company,
whether or not the destroyed, lost or stolen Security and its coupon, if any, 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 that securities and their
coupons, if any, duly issued hereunder.

                                      29
<PAGE>

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

     Section 3.7  Payment of Interest; Interest Rights Preserved.
                  ----------------------------------------------

     (a)  Unless otherwise provided as contemplated by Section 3.1, interest,
if any, on any Registered Security that is payable, and is punctually paid or
duly provided for, on any Interest Payment Date shall be paid to the Person in
whose name that Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest at the
office or agency maintained for such purpose pursuant to 9.2; provided, however,
                                                              --------  -------
that at the option of the Company, interest on any series of Registered
Securities that bear interest may be paid (i) by check mailed to the address of
                                           -
the Person entitled thereto as it shall appear on the Register of Holders of
Securities of such series or (ii) at the expense of the Company, by wire
                              --
transfer to an account maintained by the Person entitled thereto as specified in
the Register of Holders of Securities of such series.

     Unless otherwise provided as contemplated by Section 3.1, (i) interest, if
                                                                -
any, on Bearer Securities shall be paid only against presentation and surrender
of the coupons for such interest installments as are evidenced thereby as they
mature and (ii) original issue discount, if any, on Bearer Securities shall be
            --
paid only against presentation and surrender of such Securities; in either case
at the office of a Paying Agent located outside the United States, unless the
Company shall have otherwise instructed the Trustee in writing provided that any
such instruction for payment in the United States does not cause any Bearer
Security to be treated as a "registration-required obligation" under United
States laws and regulations. The interest, if any, on any temporary Bearer
Security shall be paid, as to any installment of interest evidenced by a coupon
attached thereto only upon presentation and surrender of such coupon and, as to
other installments of interest, only upon presentation of such Security for
notation thereon of the payment of such interest. If at the time a payment of
principal of or interest, if any, on a Bearer Security or coupon shall become
due, the payment of the full amount so payable at the office or offices of all
the Paying Agents outside the United States is illegal or effectively precluded
because of the imposition of exchange controls or other similar restrictions on
the payment of such amount in Dollars, then the Company may instruct the Trustee
in writing to make such payments at a Paying Agent located in the United States,
provided that provision for such payment in the United States would not cause
such Bearer Security to be treated as a "registration-required obligation" under
United States laws and regulations.

     (b)  Unless otherwise provided as contemplated by Section 3.1, any interest
on Registered Securities of any series that is payable, but is not punctually
paid or duly provided for, on any interest payment date (herein called
"Defaulted Interest") shall

                                      30
<PAGE>

forthwith cease to be payable to the Holders on the relevant Regular Record Date
by virtue of their having been such Holders, 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 such Defaulted Interest
     to the Persons in whose names such Registered Securities (or their
     respective Predecessor Securities) are registered at the close of business
     on a Special Record Date for the payment of such Defaulted Interest, which
     shall be fixed in the following manner. The Company shall deposit with the
     Trustee an amount of money equal to the aggregate amount proposed to be
     paid in respect of such Defaulted Interest or shall make arrangements
     satisfactory to the trustee for such deposit prior to the date of the
     proposed payment, such money when deposited to be held in trust for the
     benefit of the Persons entitled to such Defaulted Interest as in this
     clause (1) provided. Thereupon the Trustee shall fix a Special Record Date
     for the payment of such Defaulted Interest that shall be not more than 15
     days and not less than 10 days prior to the date of the proposed payment
     and not less than 10 days after the receipt by the Trustee of the notice of
     the proposed payment. The Trustee shall promptly notify the Company of such
     Special Record Date and, in the name and at the expense of the Company,
     shall cause notice of the proposed payment of such Defaulted Interest and
     the Special Record Date therefor to be mailed, first-class postage prepaid,
     to each Holder of such Registered Securities at his address as it appears
     in the Register, not less than 10 days prior to such Special Record Date.
     Notice of the proposed payment of such Defaulted Interest and the Special
     Record Date therefor having been so mailed, such Defaulted Interest shall
     be paid to the Persons in whose names such Registered Securities (or their
     respective Predecessor Securities) are registered at the close of business
     on such Special Record Date and shall no longer be payable pursuant to the
     following clause (2).

          (2)  The Company may make payment of such Defaulted Interest to the
     Persons in whose names such Registered Securities (or their respective
     Predecessor Securities) are registered at the close of business on a
     specified date in any other lawful manner not inconsistent with the
     requirements of any securities exchange on which such Registered Securities
     may be listed, and upon such notice as may be required by such exchange,
     if, after notice given by the Company to the Trustee of the proposed
     payment pursuant to this clause (2), such manner of payment shall be deemed
     practicable by the Trustee.

     (c)  Subject to the foregoing provisions of this Section and Section 3.5,
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.

                                      31
<PAGE>

     Section 3.8 Persons Deemed Owners.  Prior to due presentment of any
                 ---------------------
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 as the owner of such Registered Security for
the purpose of receiving payment of principal of, premium, if any, and (subject
to Section 3.7) interest on such Registered Security and for all other purposes
whatsoever, whether or not such Registered Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

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

     None of the Company, the Trustee or any agent of the Company or the Trustee
shall have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests of a
Security in global form, or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.  Notwithstanding the
foregoing, with respect to any Security in global form, nothing herein shall
prevent the Company or the Trustee, or any agent of the Company or the Trustee,
from giving effect to any written certification, proxy or other authorization
furnished by any Depositary (or its nominee), as a Holder, with respect to such
Security in global form or impair, as between such Depositary and owners of
beneficial interests in such Security in global form, the operation of customary
practices governing the exercise of the rights of such Depositary (or its
nominee) as Holder of such Security in global form.

     Section 3.9 Cancellation.  The Company at any time may deliver Securities
                 ------------
and coupons to the Trustee for cancellation. The Registrar and any Paying Agent
shall forward to the Trustee any Securities and coupons surrendered to them for
replacement, for registration of transfer, or for exchange or payment. The
Trustee shall cancel all Securities and coupons surrendered for replacement, for
registration of transfer, or for exchange, payment, redemption or cancellation
and shall dispose of cancelled Securities and coupons and, at the request of the
Company, shall issue a certificate of destruction to the Company. The Company
may not issue new Securities to replace Securities that it has paid or delivered
to the Trustee for cancellation.

                                      32
<PAGE>

     Section 3.10 Computation of Interest.  Except as otherwise specified as
                  -----------------------
contemplated by Section 3.1, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

     Section 3.11 CUSIP Numbers.  The Company in issuing the Securities may
                  -------------
use "CUSIP" numbers (if then generally in use), and, in such case, the Trustee
shall use "CUSIP" numbers in notices of redemption as a convenience to Holders;
provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers.

     Section 3.12 Currency and Manner of Payment in Respect of Securities.
                  -------------------------------------------------------

     (a) Unless otherwise specified with respect to any Securities pursuant to
Section 3.1, with respect to Registered Securities of any series not permitting
the election provided for in paragraph (b) below or the Holders of which have
not made the election provided for in paragraph (b) below, and with respect to
Bearer Securities of any series, except as provided in paragraph (d) below,
payment of the principal of, premium, if any, and interest, if any, on any
Registered or Bearer Security of such series will be made in the currency or
currencies or currency unit or units in which such Registered Security or Bearer
Security, as the case may be, is payable.  The provisions of this Section 3.12
may be modified or superseded pursuant to Section 3.1 with respect to any
Securities.

     (b) It may be provided pursuant to Section 3.1, with respect to Registered
Securities of any series, that Holders shall have the option, subject to
paragraphs (d) and (e) below, to receive payments of principal of, premium, if
any, or interest, if any, on such Registered Securities in any of the currencies
or currency units that may be designated for such election by delivering to the
Trustee (or the applicable Paying Agent) a written election with signature
guarantees and in the applicable form established pursuant to Section 3.1, not
later than the close of business on the Election Date immediately preceding the
applicable payment date. If a Holder so elects to receive such payments in any
such currency or currency unit, such election will remain in effect for such
Holder or any transferee of such Holder until changed by such Holder or such
transferee by written notice to the Trustee (or any applicable Paying Agent) for
such series of Registered Securities (but any such change must be made not later
than the close of business on the Election Date immediately preceding the next
payment date to be effective for the payment to be made on such payment date,
and no such change of election may be made with respect to payments to be made
on any Registered Security of such series with respect to which an Event of
Default has occurred or with respect to which the Company has deposited funds
pursuant to Article 4 or with respect to which a notice of redemption has been
given by the Company). Any Holder of any such

                                      33
<PAGE>

Registered Security who shall not have delivered any such election to the
Trustee (or any applicable Paying Agent) not later than the close of business on
the applicable Election Date will be paid the amount due on the applicable
payment date in the relevant currency or currency unit as provided in Section
3.12(a).  The Trustee (or the applicable Paying Agent) shall notify the Exchange
Rate Agent as soon as practicable after the Election Date of the aggregate
principal amount of Registered Securities for which Holders have made such
written election.

     (c) If the election referred to in paragraph (b) above has been provided
for with respect to any Registered Securities of a series pursuant to Section
3.1, then, unless otherwise specified pursuant to Section 3.1 with respect to
any such Registered Securities, not later than the fourth Business Day after the
Election Date for each payment date for such Registered Securities, the Exchange
Rate Agent will deliver to the Company a written notice specifying, in the
currency or currencies or currency unit or units in which Registered Securities
of such series are payable, the respective aggregate amounts of principal of,
premium, if any, and interest, if any, on such Registered Securities to be paid
on such payment date, and specifying the amounts in such currency or currencies
or currency unit or units so payable in respect of such Registered Securities as
to which the Holders of Registered Securities denominated in any currency or
currencies or currency unit or units shall have elected to be paid in another
currency or currency unit as provided in paragraph (b) above.  If the election
referred to in paragraph (b) above has been provided for with respect to any
Registered Securities of a series pursuant to Section 3.1, and if at least one
Holder has made such election, then, unless otherwise specified pursuant to
Section 3.1, on the second Business Day preceding such payment date the Company
will deliver to the Trustee (or the applicable Paying Agent) an Exchange Rate
Officers' Certificate in respect of the Dollar, Foreign Currency or Currencies,
ECU or other currency unit payments to be made on such payment date.  Unless
otherwise specified pursuant to Section 3.1, the Dollar, Foreign Currency or
Currencies, ECU or other currency unit amount receivable by Holders of
Registered Securities who have elected payment in a currency or currency unit as
provided in paragraph (b) above shall be determined by the Company on the basis
of the applicable Market Exchange Rate in effect on the second Business Day (the
"Valuation Date") immediately preceding each payment date, and such
determination shall be conclusive and binding for all purposes, absent manifest
error.

     (d) If a Conversion Event occurs with respect to a Foreign Currency, ECU or
any other currency unit in which any of the Securities are denominated or
payable otherwise than pursuant to an election provided for pursuant to
paragraph (b) above, then, with respect to each date for the payment of
principal of, premium, if any, and interest, if any, on the applicable
Securities denominated or payable in such Foreign Currency, ECU or such other
currency unit occurring after the last date on which such Foreign Currency, ECU
or such other currency unit was used (the "Conversion Date"), the Dollar shall
be the currency of payment for use on each such payment date (but such Foreign
Currency,

                                      34
<PAGE>

ECU or such other currency unit that was previously the currency of payment
shall, at the Company's election, resume being the currency of payment on the
first such payment date preceded by 15 Business Days during which the
circumstances that gave rise to the Dollar becoming such currency no longer
prevail). Unless otherwise specified pursuant to Section 3.1, the Dollar amount
to be paid by the Company to the Trustee or any applicable Paying Agent and by
the Trustee or any applicable Paying Agent to the Holders of such Securities
with respect to such payment date shall be, in the case of a Foreign Currency
other than a currency unit, the Dollar Equivalent of the Foreign Currency or, in
the case of a Foreign Currency that is a currency unit, the Dollar Equivalent of
the Currency Unit, in each case as determined by the Exchange Rate Agent in the
manner provided in paragraph (f) or (g) below.

     (e) Unless otherwise specified pursuant to Section 3.1, if the Holder of a
Registered Security denominated in any currency or currency unit shall have
elected to be paid in another currency or currency unit or in other currencies
as provided in paragraph (b) above, and (i) a Conversion Event occurs with
                                         -
respect to any such elected currency or currency unit, such Holder shall receive
payment in the currency or currency unit in which payment would have been made
in the absence of such election and (ii) if a Conversion Event occurs with
                                     --
respect to the currency or currency unit in which payment would have been made
in the absence of such election, such Holder shall receive payment in Dollars as
provided in paragraph (d) of this Section 3.12 (but, subject to any contravening
valid election pursuant to paragraph (b) above, the elected payment currency or
currency unit, in the case of the circumstances described in clause (i) above,
or the payment currency or currency unit in the absence of such election, in the
case of the circumstances described in clause (ii) above, shall, at the
Company's election, resume being the currency or currency unit of payment with
respect to Holders who have so elected, but only with respect to payments on
payment dates preceded by 15 Business Days during which the circumstances that
gave rise to such currency or currency unit, in the case of the circumstances
described in clause (i) above, or the Dollar, in the case of the circumstances
described in clause (ii) above, as applicable, becoming the currency or currency
unit of payment, no longer prevail).

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

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

                                      35
<PAGE>

     (h) For purposes of this Section 3.12 the following terms shall have the
following meanings:

     A "Component Currency" shall mean any currency that, on the Conversion
Date, was a component currency of the relevant currency unit, including, but not
limited to, ECU.

     "Election Date" shall mean the Regular Record Date for the applicable
series of Registered Securities as specified pursuant to Section 3.1 by which
the written election referred to in Section 3.12(b) may be made.

     A "Specified Amount" of a Component Currency shall mean the number of units
of such Component Currency or fractions thereof which such Component Currency
represented in the relevant currency unit, including, but not limited to, ECU,
on the Conversion Date.  If after the Conversion Date the official unit of any
Component Currency is altered by way of combination or subdivision, the
Specified Amount of such Component Currency shall be divided or multiplied in
the same proportion.  If after the Conversion Date two or more Component
Currencies are consolidated into a single currency, the respective Specified
Amounts of such Component Currencies shall be replaced by an amount in such
single currency equal to the sum of the respective Specified Amounts of such
consolidated Component Currencies expressed in such single currency, and such
amount shall thereafter be a Specified Amount and such single currency shall
thereafter be a Component Currency.  If after the Conversion Date any Component
Currency shall be divided into two or more currencies, the Specified Amount of
such Component Currency shall be replaced by specified amounts of such two or
more currencies, the sum of which, at the Market Exchange Rate of such two or
more currencies on the date of such replacement, shall be equal to the Specified
Amount of such former Component Currency and such amounts shall thereafter be
Specified Amounts and such currencies shall thereafter be Component Currencies.
If, after the Conversion Date of the relevant currency unit, including, but not
limited to, ECU, a Conversion Event (other than any event referred to above in
this definition of "Specified Amount") occurs with respect to any Component
Currency of such currency unit and is continuing on the applicable Valuation
Date, the Specified Amount of such Component Currency shall, for purposes of
calculating the Dollar Equivalent of the Currency Unit, be converted into
Dollars at the Market Exchange Rate in effect on the Conversion Date of such
Component Currency.

     All decisions and determinations of the Exchange Rate Agent regarding the
Dollar Equivalent of the Foreign Currency, the Dollar Equivalent of the Currency
Unit, the Market Exchange Rate and changes in the Specified Amounts as specified
above shall be in its sole discretion and shall, in the absence of manifest
error, be conclusive for all purposes and irrevocably binding upon the Company,
the Trustee (and any applicable Paying Agent) and all Holders of Securities
denominated or payable in the relevant

                                      36
<PAGE>

currency, currencies or currency units. The Exchange Rate Agent shall promptly
give written notice to the Company and the Trustee of any such decision or
determination.

     In the event that the Company determines in good faith that a Conversion
Event has occurred with respect to a Foreign Currency, the Company will promptly
give written notice thereof to the Trustee (or any applicable Paying Agent) and
to the Exchange Rate Agent (and the Trustee (or such Paying Agent) will promptly
thereafter give notice in the manner provided in Section 1.6 to the affected
Holders) specifying the Conversion Date.  In the event the Company so determines
that a Conversion Event has occurred with respect to ECU or any other currency
unit in which Securities are denominated or payable, the Company will promptly
give written notice thereof to the Trustee (or any applicable Paying Agent) and
to the Exchange Rate Agent (and the Trustee (or such Paying Agent)) will
promptly thereafter give notice in the manner provided in Section 1.6 to the
affected Holders) specifying the Conversion Date and the Specified Amount of
each Component Currency on the Conversion Date.  In the event the Company
determines in good faith that any subsequent change in any Component Currency as
set forth in the definition of Specified Amount above has occurred, the Company
will similarly give written notice to the Trustee (or any applicable Paying
Agent) and to the Exchange Rate Agent.

     The Trustee of the appropriate series of Securities shall be fully
justified and protected in relying and acting upon information received by it
from the Company and the Exchange Rate Agent and shall not otherwise have any
duty or obligation to determine the accuracy or validity of such information
independent of the Company or the Exchange Rate Agent.

     Section 3.13 Appointment and Resignation of Exchange Rate Agent.
                  --------------------------------------------------

     (a) Unless otherwise specified pursuant to Section 3.1, if and so long as
the Securities of any series (i) are denominated in a currency other than
                              -
Dollars or (ii) may be payable in a currency other than Dollars, or so long as
            --
it is required under any other provision of this Indenture, then the Company
will maintain with respect to each such series of Securities, or as so required,
at least one Exchange Rate Agent.  The Company will cause the Exchange Rate
Agent to make the necessary foreign exchange determinations at the time and in
the manner specified pursuant to Section 3.12 for the purpose of determining the
applicable rate of exchange and, if applicable, for the purpose of converting
the issued currency or currencies or currency unit or units into the applicable
payment currency or currency unit for the payment of principal, premium, if any,
and interest, if any, pursuant to Section 3.12.

     (b) No resignation of the Exchange Rate Agent and no appointment of a
successor Exchange Rate Agent pursuant to this Section shall become effective
until the acceptance of appointment by the successor Exchange Rate Agent as
evidenced by a

                                      37
<PAGE>

written instrument delivered to the Company and the Trustee of the appropriate
series of Securities accepting such appointment executed by the successor
Exchange Rate Agent.

     (c) If the Exchange Rate Agent shall resign, be removed or become incapable
of acting, or if a vacancy shall occur in the office of the Exchange Rate Agent
for any cause, with respect to the Securities of one or more series, the
Company, by or pursuant to a Board Resolution, shall promptly appoint a
successor Exchange Rate Agent or Exchange Rate Agents with respect to the
Securities of that or those series (it being understood that any such successor
Exchange Rate Agent may be appointed with respect to the Securities of one or
more or all of such series and that, unless otherwise specified pursuant to
Section 3.1, at any time there shall only be one Exchange Rate Agent with
respect to the Securities of any particular series that are originally issued by
the Company on the same date and that are initially denominated and/or payable
in the same currency or currencies or currency unit or units).

                                   ARTICLE 4

                     Satisfaction, Discharge and Defeasance
                     --------------------------------------

     Section 4.1 Termination of Company's Obligations Under the Indenture.
                 --------------------------------------------------------

     (a) This Indenture shall upon a Company Request cease to be of further
effect with respect to Securities of or within any series and any coupons
appertaining thereto (except as to any surviving rights of registration of
transfer or exchange of such Securities and replacement of such Securities that
may have been lost, stolen or mutilated as herein expressly provided for) and
the Trustee, at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture with respect to such
Securities and any coupons appertaining thereto when

          (1) either

               (A) all such Securities previously authenticated and delivered
          and all coupons appertaining thereto (other than (i) such coupons
                                                            -
          appertaining to Bearer Securities surrendered in exchange for
          Registered Securities and maturing after such exchange, surrender of
          which is not required or has been waived as provided in Section 3.5,
          (ii) such Securities and coupons that have been destroyed, lost or
           --
          stolen and that have been replaced or paid as provided in Section 3.6,
          (iii) such coupons appertaining to Bearer Securities called for
           ---
          redemption and maturing after the relevant Redemption Date, surrender
          of which has been waived as provided in Section 10.6 and (iv) such
                                                                    --
          Securities and coupons for whose payment money has theretofore been
          deposited in trust or segregated and held in trust by the Company and
          thereafter repaid to the Company or discharged

                                      38
<PAGE>

          from such trust, as provided in Section 9.3) 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
          irrevocably deposited or caused to be deposited with the Trustee as
          trust funds in trust for the purpose an amount in the currency or
          currencies or currency unit or units in which the Securities of such
          series are payable, sufficient to pay and discharge the entire
          indebtedness on such Securities and such coupons not theretofore
          delivered to the Trustee for cancellation, for principal, premium, if
          any, and interest, with respect thereto, to the date of such deposit
          (in the case of Securities that have become due and payable) or to the
          Stated Maturity or Redemption Date, as the case may be;

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

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

     Notwithstanding the satisfaction and discharge of this Indenture, the
obligation of the Company to the Trustee and any predecessor Trustee under
Section 6.9, the obligations of the Company to any Authenticating Agent under
Section 6.14 and, if money shall have been deposited with the Trustee pursuant
to subclause (B) of clause (1) of this Section, the obligations of the Trustee
under Section 4.2 and the last paragraph of Section 9.3 shall survive.

     Section 4.2 Application of Trust Funds.  Subject to the provisions of the
                 --------------------------
last paragraph of Section 9.3, all money deposited with the Trustee pursuant to
Section 4.1

                                      39
<PAGE>

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, if any and any interest for whose payment such money has
been deposited with or received by the Trustee, but such money need not be
segregated from other funds except to the extent required by law.

     Section 4.3 Applicability of Defeasance Provisions; Company's Option to
                 -----------------------------------------------------------
Effect Defeasance or Covenant Defeasance.  If pursuant to Section 3.1 provision
----------------------------------------
is made for either or both of (i) defeasance of the Securities of or within a
series under Section 4.4 or (ii) covenant defeasance of the Securities of or
within a series under Section 4.5, then the provisions of such Section or
Sections, as the case may be, together with the provisions of Sections 4.6
through 4.9 inclusive, with such modifications thereto as may be specified
pursuant to Section 3.1 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, at any time, with respect to such Securities and any
coupons appertaining thereto, elect to have Section 4.4 (if applicable) or
Section 4.5 (if applicable) be applied to such Outstanding Securities and any
coupons appertaining thereto upon compliance with the conditions set forth below
in this Article.

     Section 4.4 Defeasance and Discharge.  Upon the Company's exercise of the
                 ------------------------
option specified in Section 4.3 applicable to this Section with respect to
the Securities of or within a series, the Company shall be deemed to have been
discharged from its obligations with respect to such Securities and any coupons
appertaining thereto on the date the conditions set forth in Section 4.6 are
satisfied (hereinafter "defeasance").  For this purpose, such defeasance means
that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by such Securities and any coupons appertaining thereto
that shall thereafter be deemed to be "Outstanding" only for the purposes of
Section 4.7 and the other Sections of this Indenture referred to in clause (ii)
of this Section, and to have satisfied all 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 on a Company Order execute proper
instruments acknowledging the same), except the following, which shall survive
until otherwise terminated or discharged hereunder: (i) the rights of Holders of
such Securities and any coupons appertaining thereto to receive, solely from the
trust funds described in Section 4.6(a) and as more fully set forth in such
Section, payments in respect of the principal of, premium, if any, and interest,
if any, on such Securities or any coupons appertaining thereto when such
payments are due; (ii) the Company's obligations with respect to such Securities
under Sections 3.5, 3.6, 9.2 and 9.3 and with respect to the payment of
additional amounts, if any, payable with respect to such Securities as specified
pursuant to Section 3.1(b)(17); (iii) the rights, powers, trusts, duties and
immunities of the Trustee hereunder and

                                      40
<PAGE>

(iv) this Article 4. Subject to compliance with this Article 4, the Company may
exercise its option under this Section notwithstanding the prior exercise of its
option under Section 4.5 with respect to such Securities and any coupons
appertaining thereto. Following a defeasance, payment of such Securities may not
be accelerated because of an Event of Default.

     Section 4.5 Covenant Defeasance.  Upon the Company's exercise of the
                 -------------------
option specified in Section 4.3 applicable to this Section with respect to any
Securities of or within a series, the Company shall be released from its
obligations under Sections 7.1 and 9.4 and, if specified pursuant to Section
3.1, its obligations under any other covenant, with respect to such Securities
and any coupons appertaining thereto on and after the date the conditions set
forth in Section 4.6 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 Sections 7.1 and 9.4 or such other 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 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 5.1(3) or 5.1(7) or
otherwise, as the case may be, but, except as specified above, the remainder of
this Indenture and such Securities and any coupons appertaining thereto shall be
unaffected thereby.

     Section 4.6 Conditions to Defeasance or Covenant Defeasance.  The following
                 -----------------------------------------------
shall be the conditions to application of Section 4.4 or Section 4.5 to any
Securities of or within a series and any coupons appertaining thereto:

     (a) The Company shall have deposited or caused to be deposited irrevocably
with the Trustee (or another trustee satisfying the requirements of Section 6.12
who shall agree to comply with, and shall be entitled to the benefits of, the
provisions of Sections 4.3 through 4.9 inclusive and the last paragraph of
Section 9.3 applicable to the Trustee, for purposes of such Sections also a
"Trustee") as trust funds in trust for the purpose of making the payments
referred to in clauses (x) and (y) of this Section 4.6(a), specifically pledged
as security for, and dedicated solely to, the benefit of the Holders of such
Securities and any coupons appertaining thereto, with instructions to the
Trustee as to the application thereof, (A) money in an amount (in such currency,
                                        -
currencies or currency unit or units in which such Securities and any coupons
appertaining thereto are then specified as payable at Maturity), or (B) if
                                                                     -
Securities of such series are not subject to repayment at the option of Holders,
Government Obligations, which through the payment

                                      41
<PAGE>

of interest and principal in respect thereof in accordance with their terms will
provide, not later than one day before the due date of any payment referred to
in clause (x) or (y) of this Section 4.6(a), money in an amount or (C) a
                                                                    -
combination thereof in an amount, sufficient, in the opinion of a nationally
recognized firm of independent certified public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge,
and which shall be applied by the Trustee to pay and discharge, (x) the
                                                                 -
principal of, premium, if any, and interest, if any, on such Securities and any
coupons appertaining thereto on the Maturity of such principal or installment of
principal or interest and (y) any mandatory sinking fund payments applicable to
                           -
such Securities on the day on which such payments are due and payable in
accordance with the terms of this Indenture and such Securities and any coupons
appertaining thereto. Before such a deposit the Company may make arrangements
satisfactory to the Trustee for the redemption of Securities at a future date or
dates in accordance with Article 10, which shall be given effect in applying the
foregoing.

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

     (c) In the case of an election under Section 4.4, the Company shall have
delivered to the Trustee an Officers' Certificate and an Opinion of Counsel to
the effect that (i) the Company has received from, or there has been published
                 -
by, the Internal Revenue Service a ruling, or (ii) since the date of execution
                                               --
of this Indenture, there has been a change in the applicable Federal income tax
law, in either case to the effect that, and based thereon such opinion shall
confirm that, the Holders of such 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 amount and in the same manner and at the same times, as would have been the
case if such deposit, defeasance and discharge had not occurred.

     (d) In the case of an election under Section 4.5, the Company shall have
delivered to the Trustee an Opinion of Counsel to the effect that the Holders of
such 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.

     (e) The Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent to the defeasance under Section 4.4 or the covenant defeasance under
Section 4.5 (as the case may be) have been complied with.

                                      42
<PAGE>

     (f) Such defeasance or covenant defeasance shall be effected in compliance
with any additional or substitute terms, conditions or limitations that may be
imposed on the Company in connection therewith as contemplated by Section 3.1.

     Section 4.7 Deposited Money and Government Obligations to Be Held in
                 --------------------------------------------------------
Trust.  Subject to the provisions of the last paragraph of Section 9.3, all
-----
money and Government Obligations (or other property as may be provided pursuant
to Section 3.1) (including the proceeds thereof) deposited with the Trustee
pursuant to Section 4.6 in respect of any 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, premium, if any, and interest, if any, but such money need not be
segregated from other funds except to the extent required by law.

     Unless otherwise specified with respect to any Security pursuant to Section
3.1, if, after a deposit referred to in Section 4.6(a) has been made, (i) the
                                                                       -
Holder of a Security in respect of which such deposit was made is entitled to,
and does, elect pursuant to Section 3.12(b) or the terms of such Security to
receive payment in a currency or currency unit other than that in which the
deposit pursuant to Section 4.6(a) has been made in respect of such Security, or
(ii) a Conversion Event occurs as contemplated in Section 3.12(d) or 3.12(e) or
 --
by the terms of any Security in respect of which the deposit pursuant to Section
4.6(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, premium, if
any, and interest, if any, on 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 or currency unit in which such Security becomes
payable as a result of such election or Conversion Event based on the applicable
Market Exchange Rate for such currency or currency unit in effect on the second
Business Day prior to each payment date, except, with respect to a Conversion
Event, for such currency or currency unit in effect (as nearly as feasible) at
the time of the Conversion Event.

     Section 4.8 Repayment to Company.  The Trustee (and any Paying Agent)
                 --------------------
shall promptly pay to the Company upon Company Request any excess money or
securities held by them at any time.

     Section 4.9 Indemnity for Government Obligations.  The Company shall pay,
                 ------------------------------------
and shall indemnify the Trustee against, any tax, fee or other charge imposed on
or assessed

                                      43
<PAGE>

against Government Obligations deposited pursuant to this Article or the
principal and interest received on such Government Obligations.

                                   ARTICLE 5

                             Defaults and Remedies
                             ---------------------

     Section 5.1 Events of Default.  An "Event of Default" occurs with respect
                 -----------------
to the Securities of any series if (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):

          (1) the Company defaults in the payment of interest on any Security of
     that series or any coupon appertaining thereto or any additional amount
     payable with respect to any Security of that series as specified pursuant
     to Section 3.1(b)(17) when the same becomes due and payable and such
     default continues for a period of 30 days;

          (2) the Company defaults in the payment of the principal of or any
     premium on any Security of that series when the same becomes due and
     payable at its Maturity or on redemption or otherwise, or in the payment of
     a mandatory sinking fund payment when and as due by the terms of the
     Securities of that series;

          (3) the Company fails to comply in any material respect with any of
     its agreements or covenants in, or any of the provisions of, this Indenture
     with respect to any Security of that series (other than an agreement,
     covenant or provision for which non-compliance is elsewhere in this Section
     specifically dealt with), and such non-compliance continues 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 the
     series, a written notice specifying such default or breach and requiring it
     to be remedied and stating that such notice is a "Notice of Default"
     hereunder;

          (4) the Company pursuant to or within the meaning of any Bankruptcy
     Law (A) commences a voluntary case, (B) consents to the entry of an order
          -                               -
     for relief against it in an involuntary case, (C) consents to the
                                                    -
     appointment of a Custodian of it or for all or substantially all of its
     property; or (D) makes a general assignment for the benefit of its
                   -
     creditors;

                                      44
<PAGE>

          (5) a court of competent jurisdiction enters an order or decree under
     any Bankruptcy Law that (A) is for relief against the Company in an
                              -
     involuntary case, (B) appoints a Custodian of the Company or for all or
                        -
     substantially all of its property, or (C) orders the liquidation of the
                                            -
     Company and the order or decree remains unstayed and in effect for 60 days;
     or

          (6) any other Event of Default provided as contemplated by Section 3.1
     with respect to Securities of that series.

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

     Section 5.2 Acceleration; Rescission and Annulment.  If an Event of
                 --------------------------------------
Default with respect to the Securities of any series at the time Outstanding
occurs and is continuing, the Trustee or the Holders of at least 25% in
aggregate principal amount of all of the Outstanding Securities of that series,
by written notice to the Company (and, if given by the Holders, to the Trustee),
may declare the principal (or, if the Securities of that series are Original
Issue Discount Securities or Indexed Securities, such portion of the principal
amount as may be specified in the terms of that series) of and accrued interest,
if any, on all the Securities of that series to be due and payable and upon any
such declaration such principal (or, in the case of Original Issue Discount
Securities or Indexed Securities, such specified amount) and interest, if any,
shall be immediately due and payable.

     At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in aggregate principal amount of the
Outstanding Securities of that series, by written notice to the Trustee, may
rescind and annul such declaration and its consequences if all existing Defaults
and Events of Default with respect to Securities of that series, other than the
non-payment of the principal of Securities of that series that have become due
solely by such declaration of acceleration, have been cured or waived as
provided in Section 5.7.  No such rescission shall affect any subsequent default
or impair any right consequent thereon.

     Section 5.3 Collection of Indebtedness and Suits for Enforcement by
                 -------------------------------------------------------
Trustee.  The Company covenants that if
-------

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

                                      45
<PAGE>

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

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities or coupons, if any, the whole amount then due and
payable on such Securities for principal, premium, if any, and interest and, to
the extent that payment of such interest shall be legally enforceable, interest
on any overdue principal, premium, if any, and on any overdue interest, at the
rate or rates prescribed therefor in such Securities or coupons, if any, and, in
addition thereto, such further amount as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

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

     Section 5.4 Trustee May File Proofs of Claim.  The Trustee may file such
                 --------------------------------
proofs of claim and other papers or documents as may be necessary or advisable
in order to have the claims of the Trustee and the Holders of Securities allowed
in any judicial proceedings relating to the Company, its creditors or its
property.

     Section 5.5 Trustee May Enforce Claims Without Possession of Securities.
                 -----------------------------------------------------------
All rights of action and claims under this Indenture or the Securities may be
prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto.

     Section 5.6 Delay or Omission Not Waiver.  No delay or omission by the
                 ----------------------------
Trustee or any Holder of any Securities to exercise any right or remedy accruing
upon an Event of Default shall impair any such right or remedy or constitute a
waiver of or acquiescence in any such Event of Default.

     Section 5.7 Waiver of Past Defaults.  The Holders of a majority in
                 -----------------------
aggregate principal amount of Outstanding Securities of any series by written
notice to the Trustee may waive on behalf of the Holders of all Securities of
such series a past Default or Event of Default with respect to that series and
its consequences except (i) a Default or Event of Default in the payment of the
principal of, premium, if any, or interest on any Security of such series or any
coupon appertaining thereto or (ii) in respect of a covenant or provision hereof
which pursuant to Section 8.2 cannot be amended or modified without the consent
of the Holder of each Outstanding Security of such series adversely

                                      46
<PAGE>

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

     Section 5.8 Control by Majority.  The Holders of a majority in aggregate
                 -------------------
principal amount of the Outstanding Securities of each series affected (with
each such series voting as a class) 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 it with respect to
Securities of that series; provided, however, that (i) the Trustee may refuse to
follow any direction that conflicts with law or this Indenture, (ii) the Trustee
may refuse to follow any direction that is unduly prejudicial to the rights of
the Holders of Securities of such series not consenting, or that would in the
good faith judgment of the Trustee have a substantial likelihood of involving
the Trustee in personal liability and (iii) the Trustee may take any other
action deemed proper by the Trustee that is not inconsistent with such
direction.

     Section 5.9 Limitation on Suits by Holders.  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) the Holder has previously given written notice to the Trustee of
     a continuing Event of Default with respect to the Securities of that
     series;

          (2) the Holders of at least 25% in aggregate principal amount of the
     Outstanding Securities of that series have made a written request to the
     Trustee to institute proceedings in respect of such Event of Default in its
     own name as Trustee hereunder;

          (3) such Holder or Holders have offered to the Trustee indemnity
     satisfactory to the Trustee against any loss, liability or expense to be,
     or which may be, incurred by the Trustee in pursuing the remedy;

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

          (5) during such 60 day period, the Holders of a majority in aggregate
     principal amount of the Outstanding Securities of that series have not
     given to the Trustee a direction inconsistent with such written request.

     No one or more Holders shall have any right in any manner whatever by
virtue of, or by availing of, any provision of this Indenture to affect, disturb
or prejudice the rights of any other of such Holders, or to obtain or to seek to
obtain priority or preference over

                                      47
<PAGE>

any other of such Holders or to enforce any right under this Indenture, except
in the manner herein provided and for the equal and ratable benefit of all of
such Holders.

     Section 5.10 Rights of Holders to Receive Payment.  Notwithstanding any
                  ------------------------------------
other provision of this Indenture, but subject to Section 9.2, the right of any
Holder of a Security or coupon to receive payment of principal of, premium, if
any, and, subject to Sections 3.5 and 3.7, interest on the Security, on or after
the respective due dates expressed in the Security (or, in case of redemption,
on the redemption dates), and the right of any Holder of a coupon to receive
payment of interest due as provided in such coupon, or, subject to Section 5.9,
to bring suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of such
Holder.

     Section 5.11 Application of Money Collected.  If the Trustee collects any
                  ------------------------------
money pursuant to this Article, it shall pay out the money 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, premium, if any, or
interest, upon presentation of the Securities and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:

          First: to the Trustee for amounts due under Section 6.9;
          -----

          Second: to Holders of Securities and coupons in respect of which or
          ------
     for the benefit of which such money has been collected for amounts due and
     unpaid on such Securities for principal of, premium, if any, and interest,
     ratably, without preference or priority of any kind, according to the
     amounts due and payable on such Securities for principal, premium, if any,
     and interest, respectively; and

          Third: to the Company.
          -----

     The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this Section 5.11.  At least 15 days before such record
date, the Trustee shall mail to each holder and the Company a notice that states
the record date, the payment date and the amount to be paid.

     Section 5.12 Restoration of Rights and Remedies.  If the Trustee or any
                  ----------------------------------
Holder has instituted any proceeding to enforce any right or remedy under
this Indenture and such proceeding has been discontinued or abandoned for any
reason, or has been determined adversely to the Trustee or to such Holder, then
and in every such case, subject to any determination in such proceeding, the
Company, the Trustee and the Holders shall be restored severally and
respectively to their former positions hereunder and thereafter all rights and
remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted.

                                      48
<PAGE>

     Section 5.13 Rights and Remedies Cumulative.  Except as otherwise provided
                  ------------------------------
with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Securities in the last paragraph of Section 3.6, no right or remedy
herein conferred upon or reserved to the Trustee or the Holders is intended to
be exclusive of any other right or remedy, and every right and remedy shall, to
the extent permitted by law, be cumulative and in addition to every other right
and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

                                   ARTICLE 6

                                  The Trustee
                                  -----------

     Section 6.1 Certain Duties and Responsibilities of the Trustee.
                 --------------------------------------------------

     (a) Except during the continuance of an Event of Default, the Trustee's
duties and responsibilities under this Indenture shall be governed by Section
315(a) of the Trust Indenture Act.

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

     Section 6.2 Rights of Trustee.  Subject to the provisions of the Trust
                 -----------------
Indenture Act:

     (a) The Trustee may rely and shall be protected in acting or refraining
from acting upon any document believed by it to be genuine and to have been
signed or presented by the proper party or parties. The Trustee need not
investigate any fact or matter stated in the document.

     (b) Any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order (other than
delivery of any Security, together with any coupons appertaining thereto, to the
Trustee for authentication and delivery pursuant to Section 3.3, which shall be
sufficiently evidenced as provided therein) and any resolution of the Board of
Directors may be sufficiently evidenced by a Board Resolution.

     (c) Before the Trustee acts or refrains from acting, it may consult with
counsel or require an Officers' Certificate.  The Trustee shall not be liable
for any action it takes or omits to take in good faith in reliance on a Board
Resolution, the advice of counsel

                                      49
<PAGE>

acceptable to the Trustee, a certificate of an Officer or Officers delivered
pursuant to Section 1.2, an Officers' Certificate or an Opinion of Counsel.

     (d) The Trustee may act through agents or attorneys and shall not be
responsible for the misconduct or negligence of any agent or attorney appointed
with due care.

     (e) The Trustee shall not be liable for any action it takes or omits to
take in good faith that it believes to be authorized or within its rights or
powers.

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

     Section 6.3 Trustee May Hold Securities.  The Trustee, any Paying Agent,
                 ---------------------------
any Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and coupons and, subject
to Sections 310(b) and 311 of the Trust Indenture Act, may otherwise deal with
the Company, an Affiliate or Subsidiary with the same rights it would have if it
were not Trustee, Paying Agent, Registrar or such other agent.

     Section 6.4 Money Held in Trust.  Money held by the Trustee in trust
                 -------------------
hereunder need not be segregated from other funds except to the extent required
by law.  The Trustee shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed upon in writing with the
Company.

     Section 6.5 Trustee's Disclaimer.  The recitals contained herein and in
                 --------------------
the Securities, except the Trustee's certificate of authentication, shall be
taken as the statements of the Company, and the Trustee assumes no
responsibility for their correctness.  The Trustee makes no representation as to
the validity or adequacy of this Indenture or the Securities or any coupon.  The
Trustee shall not be accountable for the Company's use of the proceeds from the
Securities or for monies paid over to the Company pursuant to the Indenture.

     Section 6.6 Notice of Defaults.  If a Default occurs and is continuing
                 ------------------
with respect to the Securities of any series and if it is known to the Trustee,
the Trustee shall, within 90 days after the Default occurs, transmit by mail, in
the manner and to the extent provided in Section 313(c) of the Trust Indenture
Act, notice of all Defaults known to it unless such Default shall have been
cured or waived; provided, however, that except in the case of a Default in
payment on the Securities of any series, the Trustee may withhold the notice if
and so long as a Responsible Officer in good faith determines that withholding
such notice is in the interests of Holders of Securities of that series; and

                                      50
<PAGE>

provided, further, that in the case of any Default of the character specified in
Section 5.1(3) with respect to Securities of such series, no such notice to
Holders shall be given until at least 60 days after the occurrence thereof.

     Section 6.7 Reports by Trustee to Holders.  Within 60 days after each
                 -----------------------------
May 15 of each year commencing with the first May 15 after the first issuance of
Securities pursuant to this Indenture, the Trustee shall transmit by mail to all
Holders of Securities as provided in Section 313(c) of the Trust Indenture Act a
brief report dated as of such May 15 if required by and in compliance with
Section 313(a) of the Trust Indenture Act.

     Section 6.8 Securityholder Lists.  The Trustee shall preserve in as
                 --------------------
current a form as is reasonably practicable the most recent list available to it
of the names and addresses of Holders of Securities of each series.  If the
Trustee is not the Registrar, the Company shall furnish to the Trustee
semiannually on or before the last day of June and December in each year, and at
such other times as the Trustee may request in writing, a list, in such form and
as of such date as the Trustee may reasonably require, containing all the
information in the possession or control of the Registrar, the Company or any of
its Paying Agents other than the Trustee as to the names and addresses of
Holders of Securities of each such series.  If there are Bearer Securities of
any series Outstanding, even if the Trustee is the Registrar, the Company shall
furnish to the Trustee such a list containing such information with respect to
Holders of such Bearer Securities only.

     Section 6.9 Compensation and Indemnity.
                 --------------------------

     (a) The Company shall pay to the Trustee from time to time reasonable
compensation for its services.  The Trustee's compensation shall not be limited
by any law on compensation of a trustee of an express trust.  The Company shall
reimburse the Trustee upon request for all reasonable out-of-pocket expenses
incurred by it in connection with the performance of its duties under this
Indenture, except any such expense as may be attributable to its negligence or
bad faith.  Such expenses shall include the reasonable compensation and expenses
of the Trustee's agents and counsel.

     (b) The Company shall indemnify the Trustee for, and hold it harmless
against, any loss or liability, damage, claim or reasonable expense including
taxes (other than taxes based upon or determined or measured by the income of
the Trustee) incurred by it arising out of or in connection with its acceptance
or administration of the trust or trusts hereunder, including the reasonable
costs and expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or duties
hereunder.  The Trustee shall notify the Company promptly of any claim for which
it may seek indemnity.  The Company shall defend the claim and the Trustee shall
cooperate in the defense.  The Trustee may have separate counsel and the Company
shall pay the reasonable fees and expenses of such counsel.  The Company need
not pay for any settlement made without its consent.

                                      51
<PAGE>

     (c) The Company agrees to pay the fees and expenses of Trustee's counsel in
connection with the review, revision, preparation and delivery of this Indenture
on the date of the execution of this Indenture by check or wire transfer payable
to [insert name of Trustee's counsel].

     (d) The Company need not reimburse any expense or indemnify against any
loss or liability incurred by the Trustee through negligence or bad faith.

     (e) To secure the payment obligations of the Company pursuant to this
Section, the Trustee shall have a lien prior to the Securities of any series on
all money or property held or collected by the Trustee, except that held in
trust to pay principal, premium, if any, and interest on particular Securities.

     When the Trustee incurs expenses or renders services in connection with an
Event of Default specified in Section 5.1(5) or Section 5.1(6), the expenses
(including the reasonable fees and expenses of its counsel) and the compensation
for the services are intended to constitute expenses of administration under any
applicable Federal or state bankruptcy, insolvency or other similar law.

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

       Section 6.10    Replacement of Trustee.
                       ----------------------

     (a) The resignation or removal of the Trustee and the appointment of a
successor Trustee shall become effective only upon the successor Trustee's
acceptance of appointment as provided in Section 6.11.

     (b) The Trustee may resign at any time with respect to the Securities of
any series by giving written notice thereof to the Company.  If the instrument
of acceptance by a successor Trustee required by Section 6.11 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 the
Securities of such series.

     (c) The Holders of a majority in aggregate principal amount of the
Outstanding Securities of any series may remove the Trustee with respect to that
series by so notifying the Trustee and the Company and may appoint a successor
Trustee for such series with the Company's consent.

                                      52
<PAGE>

     (d)  If at any time:

          (1)  the Trustee fails to comply with Section 310(b) of the Trust
     Indenture Act after written request therefor by the Company or by any
     Holder who has been a bona fide Holder of a Security for at least six
     months; or

          (2)  Trustee shall cease to be eligible under Section 310(a) of the
     Trust Indenture Act and shall fail to resign after written request therefor
     by the Company or by any Holder of a Security who has been a bona fide
     Holder of a Security for at least six months; or

          (3)  the Trustee becomes incapable of acting, is adjudged a bankrupt
     or an insolvent or a receiver or public officer takes charge of the Trustee
     or 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 (ii) subject to Section
                                                       --
315(e) of the Trust Indenture Act, any Holder who has been a bona fide Holder of
a Security for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the removal
of the Trustee with respect to all Securities and the appointment of a successor
Trustee or Trustees.

     (e)  If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, with respect to Securities of one or more
series, the Company, by or pursuant to Board Resolution, shall promptly appoint
a successor Trustee 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 6.11. If,
within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee with respect to the 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 6.11, become the successor Trustee with
respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee with respect
to the Securities of any series shall have been so appointed by the Company or
the Holders and accepted appointment in the manner required by Section 6.11, any
Holder who has been a bona fide Holder of a Security of such series for at least
six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.

                                      53
<PAGE>

     Section 6.11  Acceptance of Appointment by Successor.
                   --------------------------------------

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

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

                                      54
<PAGE>

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

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

     (e)  The Company shall give notice of each resignation and each removal of
the Trustee with respect to the Securities of any series and each appointment of
a successor Trustee with respect to the Securities of any series in the manner
provided for notices to the Holders of Securities in Section 1.6. 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. If the Company
fails to give such notice within thirty days after acceptance of appointment by
the successor Trustee, the successor Trustee shall cause such notice to be given
at the expense of the Company.

     Section 6.12  Eligibility; Disqualification.  There shall at all times be a
                   -----------------------------
Trustee hereunder that shall be eligible to act as Trustee under Section
310(a)(1) of the Trust Indenture Act and shall have a combined capital and
surplus of at least $75,000,000. If such corporation publishes reports of
condition at least annually, pursuant to law or the requirements of Federal,
State, Territorial or District of Columbia supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect hereinafter specified
in this Article.

     Section 6.13  Merger, Conversion, Consolidation or Succession to Business.
                   -----------------------------------------------------------
Any corporation into which the Trustee may be merged or converted or with which
it may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
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.

                                      55
<PAGE>

     Section 6.14  Appointment of Authenticating Agent.  The Trustee may appoint
                   -----------------------------------
an Authenticating Agent or Agents with respect to one or more series of
Securities that shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon original issue, exchange,
registration of transfer or partial redemption thereof, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Any such appointment shall be evidenced by an instrument in writing
signed by a Responsible Officer of the Trustee, a copy of which instrument shall
be promptly furnished to the Company. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee's certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and, except as may otherwise be provided pursuant to
Section 3.1, shall at all times be a bank or trust company or corporation
organized and doing business and in good standing under the laws of the United
States of America or of any State or the District of Columbia, authorized under
such laws to act as Authenticating Agent, having a combined capital and surplus
of not less than $5,000,000 and subject to supervision or examination by Federal
or State authorities. If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such Authenticating Agent shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. In case at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section,
such Authenticating Agent shall resign immediately in the manner and with the
effect specified in this Section.

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

     An Authenticating Agent for any series of Securities may at any time resign
by giving written notice of resignation to the Trustee for such series and to
the Company. The Trustee for any series of Securities may at any time terminate
the agency of an Authenticating Agent by giving written notice of termination to
such Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee for such series may appoint a

                                      56
<PAGE>

successor Authenticating Agent that shall be acceptable to the Company and shall
give notice of such appointment to all Holders of Securities of the series with
respect to which such Authenticating Agent will serve in the manner set forth in
Section 1.6. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent herein. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section.

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

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

     This is one of the Securities of the series described in the within-
mentioned Indenture.

                                                ________________________________
                                                as Trustee

                                             By:________________________________
                                                as Authenticating Agent

                                             By:________________________________
                                                Authorized Signatory

                                   ARTICLE 7
                                   ---------

                 Consolidation, Merger or Sale by the Company
                 --------------------------------------------

     Section 7.1  Consolidation, Merger or Sale of Assets Permitted. The Company
                  -------------------------------------------------
shall not consolidate or merge with or into, or transfer or lease all or
substantially all of its assets to, any Person unless:

          (1)  the Person formed by or surviving any such consolidation or
     merger (if other than the Company), or to which such transfer or lease
     shall have been made, is a corporation organized and existing under the
     laws of the United States, any State thereof or the District of Columbia;

                                      57
<PAGE>

          (2)  the corporation formed by or surviving any such consolidation or
     merger (if other than the Company), or to which such transfer or lease
     shall have been made, assumes by supplemental indenture all the obligations
     of the Company under the Securities and this Indenture; and

          (3)  immediately after giving effect to the transaction no Default or
     Event of Default exists.

     The Company shall deliver to the Trustee prior to the proposed transaction
an Officers' Certificate to the foregoing effect and an Opinion of Counsel
stating that the proposed transaction and such supplemental indenture comply
with this Indenture and that all conditions precedent to the consummation of the
transaction under this Indenture have been met.

     In the event of the assumption by a successor corporation as provided in
clause (2) above, such successor corporation shall succeed to and be substituted
for the Company hereunder and under the Securities and any coupons appertaining
thereto and all such obligations of the Company shall terminate.

                                   ARTICLE 8
                                   ---------

                            Supplemental Indentures
                            -----------------------

     Section 8.1  Supplemental Indentures Without Consent of Holders. Without
                  --------------------------------------------------
the consent of any Holders, the Company, when authorized by a Board Resolution,
and the Trustee, at any time and from time to time, may enter into indentures
supplemental hereto, in form reasonably satisfactory to the Trustee, for any of
the following purposes:

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

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

          (3)  to add any additional Events of Default with respect to all or
     any series of Securities; or

          (4)  to add to or change any of the provisions of this Indenture to
     such extent as shall be necessary to facilitate the issuance of Bearer
     Securities

                                      58
<PAGE>

     (including, without limitation, to provide that Bearer Securities may be
     registrable as to principal only) or to facilitate the issuance of
     Securities in global form; or

          (5)  to change or eliminate any of the provisions of this Indenture,
     provided that any such change or elimination shall become effective only if
     it does not affect any Security Outstanding of any series created prior to
     the execution of such supplemental indenture that is entitled to the
     benefit of such provision; or

          (6)  to secure the Securities; or

          (7)  to establish the form or terms of Securities of any series as
     permitted by Sections 2.1 and 3.1; or

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

          (9)  if allowed without penalty under applicable laws and regulations,
     to permit payment in the United States (including any of the states and the
     District of Columbia), its territories, its possessions and other areas
     subject to its jurisdiction of principal, premium, if any, or interest, if
     any, on Bearer Securities or coupons, if any; or

          (10) to correct or supplement any provision herein that may be
     inconsistent with any other provision herein or to make any other
     provisions with respect to matters or questions arising under this
     Indenture, provided such action shall not adversely affect the interests of
                --------
     the Holders of Securities of any series; or

          (11) to cure any ambiguity or correct any mistake.

     Section 8.2  Supplemental Indentures With Consent of Holders.  With the
                  -----------------------------------------------
written consent of the Holders of a majority of the aggregate principal amount
of the Outstanding Securities adversely affected by such supplemental indenture
(with the Securities of each series voting as a class), the Company and the
Trustee may enter into an indenture or indentures supplemental hereto to add any
provisions to or to change or eliminate any provisions of this Indenture or of
any other indenture supplemental hereto or to modify the rights of the Holders
of such Securities; provided, however, that without the consent of the Holder of
each Outstanding Security affected thereby, a supplemental indenture under this
Section may not:

                                      59
<PAGE>

          (1)  change the Stated Maturity of the principal of or premium, if
     any, on, or any installment of principal of or premium, if any, or interest
     on, any Security, or reduce the principal amount thereof or the rate of
     interest thereon or any premium payable upon the redemption thereof, or
     change the manner in which the amount of any principal thereof or premium,
     if any, or interest thereon is determined or reduce the amount of the
     principal of any Original Issue Discount Security or Indexed Security that
     would be due and payable upon a declaration of acceleration of the Maturity
     thereof pursuant to Section 5.2, or change the currency (including
     composite currency) or currency unit in which any Securities or any premium
     or the interest thereon is payable, or impair the right to institute suit
     for the enforcement of any such payment on or after the Stated Maturity
     thereof (or, in the case of redemption, on or after the Redemption Date);

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

          (3)  change any obligation of the Company to maintain an office or
     agency in the places and for the purposes specified in Section 9.2;

          (4)  make any change in Section 5.7 or this 8.2(a) except to increase
     any percentage or to provide that certain other provisions of this
     Indenture cannot be modified or waived with the consent of the Holders of
     each Outstanding Security affected thereby; or

          (5)  modify the provisions of Article 12 of this Indenture with
     respect to the subordination of Outstanding Securities of any series in a
     manner adverse to the Holders thereof.

     A supplemental indenture that changes or eliminates any covenant or other
provision of this Indenture that has expressly been included solely for the
benefit of one or more particular series of Securities, or that 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 is not necessary under this Section 8.2 for the Holders to consent to
the particular form of any proposed supplemental indenture, but it is sufficient
if they consent to the substance thereof.

                                      60
<PAGE>

     Section 8.3  Compliance with Trust Indenture Act.  Every amendment to this
                  -----------------------------------
Indenture or the Securities of one or more series shall be set forth in a
supplemental indenture that complies with the Trust Indenture Act as then in
effect.

     Section 8.4  Execution of Supplemental Indentures.  In executing, or
                  ------------------------------------
accepting the additional trusts created by, any supplemental indenture permitted
by this Article or the modification thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture.  The
Trustee may, but shall not be obligated to, enter into any such supplemental
indenture that affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise.

     Section 8.5  Effect of Supplemental Indentures.  Upon the execution of any
                  ---------------------------------
supplemental indenture under this article, this Indenture shall be modified in
accordance therewith, and such supplemental indenture shall form a part of this
Indenture for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder and of any coupon appertaining
thereto shall be bound thereby.

     Section 8.6  Reference in Securities to Supplemental Indentures.
                  --------------------------------------------------
Securities, including any coupons, 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 including any coupons 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 including any coupons of such series.

                                   ARTICLE 9
                                   ---------

                                   Covenants
                                   ---------

     Section 9.1  Payment of Principal, Premium, if Any, and Interest.  The
                  ---------------------------------------------------
Company covenants and agrees for the benefit of the Holders of each series of
Securities that it will duly and punctually pay the principal of, premium, if
any, and interest together with additional amounts, if any, on the Securities of
that series in accordance with the terms of the Securities of such series, any
coupons appertaining thereto and this Indenture. An installment of principal,
premium, if any, or interest shall be considered paid on the date it is due if
the Trustee or Paying Agent holds on that date money designated for and
sufficient to pay the installment.

                                      61
<PAGE>

     Section 9.2  Maintenance of Office or Agency.  If Securities of a series
                  -------------------------------
are issued as Registered Securities, the Company will maintain in each Place of
Payment for any series of Securities an office or agency where Securities of
that series may be presented or surrendered for payment, where Securities of
that series may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Company in respect of the Securities of
that series and this Indenture may be served. If Securities of a series are
issuable as Bearer Securities, the Company will maintain, (i) subject to any
laws or regulations applicable thereto, an office or agency in a Place of
Payment for that series that is located outside the United States where
Securities of that series and related coupons may be presented and surrendered
for payment; provided, however, that if the Securities of that series are listed
on The International Stock Exchange of the United Kingdom and the Republic of
Ireland Limited, the Luxembourg Stock Exchange or any other stock exchange
located outside the United States and such stock exchange shall so require, the
Company will maintain a Paying Agent for the Securities of that series in
London, Luxembourg or any other required city located outside the United States,
as the case may be, so long as the Securities of that series are listed on such
exchange, and (ii) subject to any laws or regulations applicable thereto, an
office or agency in a Place of Payment for that series that is located outside
the United States, where Securities of that series may be surrendered for
exchange and where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served. The Company will
give prompt written notice to the Trustee of the location, and any change in the
location, of any such office or agency. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the Corporate Trust Office of the Trustee, and the
Company hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.

     Unless otherwise specified as contemplated by Section 3.1, no payment of
principal, premium or interest on Bearer Securities shall be made at any office
or agency of the Company in the United States, by check mailed to any address in
the United States, by transfer to an account located in the United States or
upon presentation or surrender in the United States of a Bearer Security or
coupon for payment, even if the payment would be credited to an account located
outside the United States; provided, however, that, if the Securities of a
                           --------  -------
series are denominated and payable in Dollars, payment of principal of and any
premium or interest on any such Bearer Security shall be made at the office of
the Company's Paying Agent in the Borough of Manhattan, The City of New York, if
(but only if) payment in Dollars of the full amount of such principal, premium
or interest, as the case may be, at all offices or agencies outside the United
States maintained for the purpose by the Company in accordance with this
Indenture is illegal or effectively precluded by exchange controls or other
similar restrictions.

                                      62
<PAGE>

     The Company may also from time to time designate one or more other offices
or agencies where the Securities (including any coupons, if any) 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 (including any coupons, if any) of any series for such purposes. The
Company will give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or
agency.

     Unless otherwise specified as contemplated by Section 3.1, the Trustee
shall initially serve as Paying Agent.

     Section 9.3  Money for Securities Payments to Be Held in Trust; Unclaimed
                  ------------------------------------------------------------
Money. If the Company shall at any time act as its own Paying Agent with respect
-----
to any series of Securities, it will, on or before each due date of the
principal of, premium, if any, or interest on any of the Securities of that
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal, premium, if any, or interest so
becoming due until such sums shall be paid to such Persons or otherwise disposed
of as herein provided and will promptly notify the Trustee in writing of its
action or failure so to act.

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

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

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

                                      63
<PAGE>

Paying Agent, such sums to be held by the Trustee upon the same trusts as those
upon which such sums were held by the Company or such Paying Agent; and, upon
such payment by any Paying Agent to the Trustee, such Paying Agent shall be
released from all further liability with respect to such money.

     Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of any principal, premium or interest on
any Security of any series and remaining unclaimed for two years after such
principal, premium, if any, or interest has 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 and coupon, if any,
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 a newspaper published in
the English language, customarily published on each Business Day and of general
circulation in The City of New York, or cause to be mailed to such Holder,
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,
any unclaimed balance of such money then remaining will be repaid to the
Company.

     Section 9.4  Corporate Existence.  Subject to Article 7, the Company will
                  -------------------
at all times do or cause to be done all things necessary to preserve and keep in
full force and effect its corporate existence and its rights and franchises;
provided that nothing in this Section 9.4 shall prevent the abandonment or
termination of any right or franchise of the Company if, in the opinion of the
Company, such abandonment or termination is in the best interests of the Company
and not prejudicial in any material respect to the Holders of the Securities.

     Section 9.5  Reports by the Company.  The Company covenants:
                  ----------------------

     (a)  to file with the Trustee, within 30 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) that the Company may be required to file with the
Commission pursuant to section 13 or section 15(d) of the Securities Exchange
Act of 1934, as amended; or, if the Company is not required to file information,
documents or reports pursuant to either of such sections, then to 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 that may be required pursuant to section 13
of the Securities Exchange Act of 1934, as amended, in respect of a security
listed and

                                      64
<PAGE>

registered on a national securities exchange as may be prescribed from time to
time in such rules and regulations;

     (b)  to file with the Trustee and the Commission, in accordance with the
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 provided for in this Indenture, as may
be required from time to time by such rules and regulations; and

     (c)  to transmit to all Holders of Securities, 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
subsections (a) and (b) of this Section 9.5, as may be required by rules and
regulations prescribed from time to time by the Commission.

     Section 9.6  Annual Review Certificate.  The Company covenants and agrees
                  -------------------------
to deliver to the Trustee, within 120 days after the end of each fiscal year of
the Company, a certificate from the principal executive officer, principal
financial officer or principal accounting officer as to his or her knowledge of
the Company's compliance with all conditions and covenants under this Indenture.
For purposes of this Section 9.6, such compliance shall be determined without
regard to any period of grace or requirement of notice provided under this
Indenture.

                                  ARTICLE 10
                                  ----------

                                  Redemption
                                  ----------

     Section 10.1 Applicability of Article.  Securities (including coupons, if
                  ------------------------
any) of any series that are redeemable before their Stated Maturity shall be
redeemable in accordance with their terms and (except as otherwise specified as
contemplated by Section 3.1 for Securities of any series) in accordance with
this Article.

     Section 10.2 Election to Redeem; Notice to Trustee.  The election of the
                  -------------------------------------
Company to redeem any Securities, including coupons, if any, shall be evidenced
by or pursuant to a Board Resolution.  In the case of any redemption at the
election of the Company of less than all the Securities or coupons, if any, of
any series, the Company shall, at least 60 days prior to the Redemption Date
fixed by the Company (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee of such Redemption Date, of the principal amount of
Securities of such series to be redeemed and, if applicable, of the tenor of the
Securities to be redeemed. In the case of any redemption of Securities (i) prior
to the expiration of any restriction on such redemption provided in the terms of
such Securities or elsewhere in this Indenture or (ii) pursuant to an election
of the Company that is subject to a condition specified in the terms of such
Securities, the

                                      65
<PAGE>

Company shall furnish the Trustee with an Officers' Certificate evidencing
compliance with such restriction or condition.

     Section 10.3  Selection of Securities to Be Redeemed.  Unless otherwise
                   --------------------------------------
specified as contemplated by Section 3.1, if less than all the Securities
(including coupons, if any) of a series with the same terms are to be redeemed,
the Trustee, not more than 45 days prior to the redemption date, shall select
the Securities of the series to be redeemed in such manner as the Trustee shall
deem fair and appropriate. The Trustee shall make the selection from Securities
of the series that are Outstanding and that have not previously been called for
redemption and may provide for the selection for redemption of portions (equal
to the minimum authorized denomination for Securities, including coupons, if
any, of that series or any integral multiple thereof) of the principal amount of
Securities, including coupons, if any, of such series of a denomination larger
than the minimum authorized denomination for Securities of that series. The
Trustee shall promptly notify the Company in writing of the Securities selected
by the Trustee for redemption and, in the case of any Securities selected for
partial redemption, the principal amount thereof to be redeemed.

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

     Section 10.4  Notice of Redemption.  Unless otherwise specified as
                   --------------------
contemplated by Section 3.1, notice of redemption shall be given in the manner
provided in Section 1.6 not less than 30 days nor more than 60 days prior to the
Redemption Date to the Holders of the Securities to be redeemed.

     All notices of redemption shall state:

          (1)  the Redemption Date;

          (2)  the Redemption Price;

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

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

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<PAGE>

          (5)  the Place or Places of Payment 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
     for the Redemption Price;

          (6)  that Securities of the series called for redemption and all
     unmatured coupons, if any, appertaining thereto must be surrendered to the
     Paying Agent to collect the Redemption Price;

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

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

          (9)  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 Redemption Date or
     the amount of any such missing coupon or coupons will be deducted from the
     Redemption Price, unless security or indemnity satisfactory to the Company,
     the Trustee and any Paying Agent is furnished; and

          (10) the CUSIP number, if any, of the Securities.

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

     Section 10.5  Deposit of Redemption Price.  On or prior to 12:00 noon, New
                   ---------------------------
York City time, on any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, which it may not do in the case of a sinking fund payment under Article
11, segregate and hold in trust as provided in Section 9.3) an amount of money
in the currency or currencies (including currency unit or units) in which the
Securities of such series are payable (except as otherwise specified pursuant to
Section 3.1 for the Securities of such series) sufficient to pay on the
Redemption Date the Redemption Price of, and (unless the Redemption Date shall
be an Interest Payment Date) interest accrued to the Redemption Date on, all
Securities or portions thereof which are to be redeemed on that date.

     Unless any Security by its terms prohibits any sinking fund payment
obligation from being satisfied by delivering and crediting Securities
(including Securities redeemed otherwise than through a sinking fund), the
Company may deliver such Securities to the Trustee for crediting against such
payment obligation in accordance with the terms of such Securities and this
Indenture.

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<PAGE>

     Section 10.6  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 any such interest appertaining to any
Bearer Security so to be redeemed, except to the extent provided below, shall be
void. Except as provided in the next succeeding paragraph, upon surrender of any
such Security, including coupons, if any, for redemption in accordance with said
notice, such Security shall be paid by the Company at the Redemption Price,
together with accrued interest to the Redemption Date; provided, however, that
installments of interest on Bearer Securities whose Stated Maturity is on or
prior to the Redemption Date shall be payable only at an office or agency
located outside the United States and its possessions (except as otherwise
provided in Section 9.2) and, unless otherwise specified as contemplated by
Section 3.1, only upon presentation and surrender of coupons for such interest;
and provided, further, that, unless otherwise specified as contemplated by
Section 3.1, installments of interest on Registered Securities whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the Holders
of such Securities, or one or more Predecessor Securities, registered as such at
the close of business on the relevant Record Dates according to their terms and
the provisions of Section 3.7.

     If any Bearer Security surrendered for redemption shall not be accompanied
by all appurtenant coupons maturing after the Redemption Date, such Bearer
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 Bearer
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 interest represented by coupons shall be payable only at
--------  -------
an office or agency located outside of the United States (except as otherwise
provided pursuant to Section 9.2) and, unless otherwise specified as
contemplated by Section 3.1, only upon presentation and surrender of those
coupons.

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

     Section 10.7  Securities Redeemed in Part.  Upon surrender of a Security
                   ---------------------------
that is redeemed in part at any Place of Payment therefor (with, if the Company
or the Trustee so required, 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

                                      68
<PAGE>

authorized in writing), the Company shall execute and the Trustee shall
authenticate and deliver to the Holder of that Security, without service charge
a new Security or Securities of the same series, having the same form, terms and
Stated Maturity, in any authorized denomination equal in aggregate principal
amount to the unredeemed portion of the principal amount of the Security
surrendered.

                                  ARTICLE 11
                                  ----------

                                 Sinking Funds
                                 -------------

     Section 11.1  Applicability of Article.  The provisions of this Article
                   ------------------------
shall be applicable to any sinking fund for the retirement of Securities of a
series except as otherwise specified as contemplated by Section 3.1 for
Securities of such series.

     The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a "mandatory sinking fund
payment," and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "optional sinking
fund payment." If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 11.2. Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of Securities of such
series.

     Section 11.2  Satisfaction of Sinking Fund Payments with Securities. The
                   -----------------------------------------------------
Company (i) may deliver Outstanding Securities of a series (other than any
previously called for redemption) together, in the case of Bearer Securities of
such series, with all unmatured coupons appertaining thereto and (ii) may apply
as a credit Securities of a series that have been redeemed either at the
election of the Company pursuant to the terms of such Securities or through the
application of permitted optional sinking fund payments pursuant to the terms of
such Securities, in each case in satisfaction of all or any part of any sinking
fund payment with respect to the Securities of such series required to be made
pursuant to the terms of such Securities as provided for by the terms of such
series; provided that such Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at the
Redemption Price specified in such Securities for redemption through operation
of the sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.

     Section 11.3  Redemption of Securities for Sinking Fund.  Not less than 60
                   -----------------------------------------
days prior to each sinking fund payment date for any series of Securities, the
Company will deliver to the Trustee an Officers' Certificate specifying the
amount of the next ensuing sinking fund payment for that series pursuant to the
terms of that series, the portion thereof, if any, that is to be satisfied by
payment of cash and the portion thereof, if any, that is to be satisfied by
delivering and crediting Securities of that series pursuant to

                                      69
<PAGE>

Section 11.2 and will also deliver to the Trustee any Securities to be so
delivered. Not less than 30 days before each such sinking fund payment date the
Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 10.3 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 10.4. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 10.6 and 10.7.

                                  ARTICLE 12
                                  ----------

                                 Subordination
                                 -------------

     Section 12.1  Agreement to Subordinate. The Company agrees, and each Holder
                   ------------------------
by accepting a Security agrees, that the indebtedness evidenced by the Security
is subordinated in right of payment, to the extent and in the manner provided in
this Article 12, to the prior payment in full of all Senior Indebtedness, and
that the subordination is for the benefit of, and shall be enforceable directly
by, the holders of Senior Indebtedness, without any act or notice of acceptance
hereof or reliance hereon.

     Section 12.2  Certain Definitions.
                   -------------------

     "Senior Indebtedness" means the principal, premium, if any, and interest on
(i) all indebtedness of the Company, whether outstanding on the date hereof or
thereafter created, incurred or assumed, that is for borrowed money, or
evidenced by a note or similar instrument given in connection with the
acquisition of any business, properties or assets, including securities, (ii)
any indebtedness of any other Person of the kind described in the preceding
clause (i) for the payment of which the Company is responsible or liable as
guarantor or otherwise and (iii) amendments, renewals, extensions and refundings
of any such indebtedness. Senior Indebtedness shall continue to be Senior
Indebtedness and to be entitled to the benefits of the subordination provisions
of this Article 12 irrespective of any amendment, modification or waiver of any
term of the Senior Indebtedness or extension or renewal of the Senior
Indebtedness. Notwithstanding anything to the contrary in the foregoing, Senior
Indebtedness shall not include (a) indebtedness incurred for the purchase of
goods or materials or for services obtained in the ordinary course of business
and (b) any indebtedness that by its terms is expressly made pari passu with or
subordinated to the Securities.

     Section 12.3  Liquidation; Dissolution; Bankruptcy; Etc.  In the event of
                   -----------------------------------------

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

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<PAGE>

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

     (c)  any assignment by the Company for the benefit of creditors, or

     (d)  any other marshalling of the assets of the Company,

all Senior Indebtedness (including, without limitation, interest accruing after
the commencement of any such proceeding, assignment or marshalling of assets)
shall first be paid in full before any payment or distribution, whether in cash,
securities or other property, shall be made by the Company on account of the
Securities. In any such event, any payment or distribution, whether in cash,
securities or other property (other than securities of the Company or any other
corporation provided for by a plan of reorganization or a readjustment, the
payment of which is subordinate, at least to the extent provided in the
subordination provisions of this Indenture with respect to the indebtedness
evidenced by the Securities, to the payment of all Senior Indebtedness at the
time outstanding and to any securities issued in respect thereof under any such
plan of reorganization or readjustment), which would otherwise (but for the
provisions of this Article 12) be payable or deliverable in respect of the
Securities (including any such payment or distribution that may be payable or
deliverable by reason of the payment of any other indebtedness of the Company
being subordinated to the payment of the Securities) shall be paid or delivered
directly to the holders of Senior Indebtedness, or to their representative or
trustee, in accordance with the priorities then existing among such holders
until all Senior Indebtedness shall have been paid in full.

     Section 12.4  Default on Senior Indebtedness.  If (i) the Company defaults
                   ------------------------------
in the payment of any principal, or premium, if any, or interest on any Senior
Indebtedness when the same becomes due and payable, whether at maturity or at a
date fixed for prepayment or declaration or otherwise or (ii) an event of
default occurs with respect to any Senior Indebtedness permitting the holders
thereof to accelerate the maturity thereof and written notice of such event of
default (requesting that payments on the Securities cease) is given to the
Company by the holders of Senior Indebtedness, then unless and until such
default in payment or event of default shall have been cured or waived or shall
have ceased to exist, no direct or indirect payment (in cash, property or
securities, by set-off or otherwise) shall be made or agreed to be made on
account of the Securities or interest thereon or in respect of any repayment,
redemption, retirement, purchase or other acquisition of the Securities.

     Section 12.5  When Distribution Must Be Paid Over.  If a distribution is
                   -----------------------------------
made to the Trustee or any Holder at a time when a Responsible Officer of the
Trustee or such Holder has actual knowledge that because of this Article 12 such
distribution should not have been made to it, the Trustee or such Holder who
receives the distribution shall hold

                                      71
<PAGE>

it in trust for the benefit of, and, upon written request, shall pay it over to,
the holders of Senior Indebtedness as their interests may appear, or their agent
or representative or the trustee under the indenture or other agreement (if any)
pursuant to which Senior Indebtedness may have been issued, as their respective
interests may appear, for application to the payment of all principal, premium,
if any, and interest then payable with respect to any Senior Indebtedness.

     With respect to the holders of Senior Indebtedness, the Trustee undertakes
to perform only such obligations on the part of the Trustee as are specifically
set forth in this Article 12, and no implied covenants or obligations with
respect to the holders of Senior Indebtedness shall be read into this Indenture
against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty
to the holders of Senior Indebtedness, and shall not be liable to any such
holders if the Trustee shall pay over or distribute to or on behalf of Holders
or the Company or any other person money or assets to which any holders of
Senior Indebtedness shall be entitled by virtue of this Article 12, except if
such payment is made as a result of the willful misconduct or gross negligence
of the Trustee.

     Section 12.6  Notice by Company.  The Company shall promptly notify in
                   -----------------
writing the Trustee and any Paying Agent of any facts known to the Company that
would cause a payment with respect to the Securities to violate this Article 12,
but failure to give such notice shall not affect the subordination of the
Securities to the Senior Indebtedness provided in this Article 12.

     Section 12.7  Subrogation.  Senior Indebtedness shall not be deemed to have
                   -----------
been paid in full unless the holders thereof shall have received cash,
securities or other property equal to the amount of such Senior Indebtedness
then outstanding. After all Senior Indebtedness is paid in full and until the
Securities are paid in full, Holders shall be subrogated (equally and ratably
with all other indebtedness as to which the right to receive payment is pari
passu with the Securities) to the rights of holders of Senior Indebtedness to
receive distributions applicable to Senior Indebtedness to the extent that
distributions otherwise payable to the Holders have been applied to the payment
of Senior Indebtedness, and such payments or distributions received by any
Holder of Securities, by reason of such subrogation, of cash, securities or
other property that otherwise would be paid or distributed to the holders of
Senior Indebtedness, shall, as between the Company and its creditors other than
the holders of Senior Indebtedness, on the one hand, and the Holders of
Securities, on the other, be deemed to be a payment by the Company on account of
Senior Indebtedness, and not on account of Securities.

                                      72
<PAGE>

     Section 12.8  Relative Rights.  This Article 12 defines the relative rights
                   ---------------
of Holders and holders of Senior Indebtedness. Nothing in this Indenture shall:

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

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

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

     If the Company fails because of this Article 12 to pay principal of or
interest on a Security on the due date, the failure is still a Default or Event
of Default.

     Section 12.9  Subordination May Not Be Impaired by Company.  No present or
                   --------------------------------------------
future holder of any Senior Indebtedness shall be prejudiced in the right to
enforce subordination of the indebtedness constituting the Securities by any act
or failure to act on the part of the Company.

     Section 12.10 Distribution.  Upon any payment or distribution of assets of
                   ------------
the Company referred to in this Article 12, the Trustee and the Holders shall be
entitled to rely upon any order or decree made by any court of competent
jurisdiction or upon any certificate of the liquidating trustee or agent or
other person making any distribution to the Trustee or to the Holders for the
purpose of ascertaining the persons entitled to participate in such
distribution, the holders of the Senior Indebtedness and other Debt of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article 12.

     Section 12.11 Rights of Trustee and Paying Agent.  Notwithstanding the
                   ----------------------------------
provisions of this Article 12 or any other provision of this Indenture, neither
the Trustee nor any Paying Agent shall be charged with knowledge of the
existence of any facts that would prohibit the making of any payment or
distribution by the Trustee or such Paying Agent, or the taking of any action by
the Trustee or such Paying Agent, and the Trustee or such Paying Agent may
continue to make payments on the Securities unless, in the case of the Trustee,
and in the case of such Paying Agent as long as the Trustee is such Paying
Agent, a Responsible Officer shall have received at the Corporate Trust Office
of the Trustee, and in the case of a Paying Agent other than the Trustee, it
shall have received, in each case at least two Business Days prior to the date
of such payment, written notice of facts that would cause any such payment with
respect to the Securities to violate this Article 12. The Trustee or any Paying
Agent, as applicable, shall promptly

                                      73
<PAGE>

provide a copy of such notice to the Holders. Nothing in this Article 12 shall
limit the right of the holders of Senior Indebtedness to recover payments as
contemplated elsewhere in this Article 12 or impair the claims of, or payments
to, the Trustee under or pursuant to Section 6.9 hereof.

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

     Section 12.12  Authorization to Effect Subordination.  Each Holder of a
                    -------------------------------------
Security by his acceptance thereof authorizes and directs the Trustee on his
behalf to take such action as may be necessary or appropriate to effectuate the
subordination as provided in this Article 12, and appoints the Trustee his
attorney-in-fact for any and all such purposes.

     Section 12.13  Certain Conversions or Exchanges Deemed Payment.  For the
                    -----------------------------------------------
purposes of this Article only (a) the issuance and delivery of junior securities
                               -
upon conversion or exchange of Securities in accordance with any indentures
supplemental hereto shall not be deemed to constitute a payment or distribution
on account of the principal of (or premium, if any) or interest on securities or
on account of the purchase or other acquisition of Securities, and (b) the
                                                                    -
payment, issuance or delivery of cash, property or securities (other than junior
securities) upon conversion or exchange of a Security shall be deemed to
constitute payment on account of the principal of such security. For the
purposes of this Section, the term "junior securities" means (i) shares of any
                                                              -
stock of any class of the Company and (ii) securities of the Company that are
                                       --
subordinated in right of payment to all Senior Debt that may be outstanding at
the time of issuance or delivery of such securities to substantially the same
extent as, or to a greater extent than, the Securities are so subordinated as
provided in this Article. Nothing contained in this Article or elsewhere in this
Indenture or in the Securities is intended to or shall impair, as among the
Company, its creditors other than holders of Senior Debt and the Holders of the
Securities, the right, which is absolute and unconditional, of the Holder of any
Security to convert or exchange such Security in accordance with any indentures
supplemental hereto.

     This Indenture may be executed in any number of counterparts, each of which
shall be an original, but such counterparts shall together constitute but one
instrument.

                                      74
<PAGE>

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


                                                  ACTERNA CORPORATION



                                                  By:___________________________
                                                     Name:
                                                     Title:



                                                  [TRUSTEE]



                                                  By:___________________________
                                                     Name:
                                                     Title:

                                      75