<PAGE>

                                                                     EXHIBIT 4.1

                            LOWE'S COMPANIES, INC.


                                      AND

                  THE FIRST NATIONAL BANK OF CHICAGO, Trustee



                        Amended and Restated Indenture



                         Dated as of December 1, 1995

<PAGE>

                        Reconciliation and tie between
                        the Trust Indenture Act of 1939
                      and Amended and Restated Indenture,
                         dated as of December 1, 1995*

Trust Indenture
  Act Section                                              Indenture Section
---------------                                            -----------------

Section 310(a)(1)........................................................609
     (a)(2)..............................................................609
     (a)(3)...................................................Not Applicable
     (a)(4)...................................................Not Applicable
     (a)(5).........................................................608, 610
     (b)............................................................608, 610
     (c)......................................................Not Applicable
Section 311(a)...........................................................613
     (b).................................................................613
Section 312(a)......................................................701, 702(a)
     (b).................................................................702(b)
     (c).................................................................703
Section 313(a)...........................................................703
     (b).................................................................703
     (c).................................................................703
     (d).................................................................703
Section 314(a).....................................................704, 1005
     (b)......................................................Not Applicable
     (c)(1)..............................................................102
     (c)(2)..............................................................102
     (c)(3)...................................................Not Applicable
     (d)......................................................Not Applicable
     (e).................................................................102
     (f)......................................................Not Applicable
Section 315(a)...........................................................601
     (b).................................................................602
     (c).................................................................601
     (d).................................................................601
     (e).................................................................514
Section 316(a)...........................................................101
     (a)(1)(A)...........................................................512
     (a)(1)(B)...........................................................513
     (a)(2)...................................................Not Applicable
     (b).................................................................508
Section 317(a)(1)........................................................503
     (a)(2)..............................................................504
     (b)................................................................1003
Section 318(a)...........................................................107
     (c).................................................................107
------------------
*    This table shall not, for any purpose, be deemed to be a part of the
Indenture.
<PAGE>

                               TABLE OF CONTENTS


ARTICLE ONE -- DEFINITIONS AND OTHER PROVISIONS OF GENERAL
     APPLICATION...........................................................  1
     Section 101.  Definitions.............................................  1
     Section 102.  Compliance Certificates and Opinions....................  8
     Section 103.  Form of Documents Delivered to Trustee..................  8
     Section 104.  Acts of Holders; Record Dates...........................  9
     Section 105.  Notices, Etc., to Trustee and Company................... 10
     Section 106.  Notice to Holders; Waiver............................... 11
     Section 107.  Conflict with Trust Indenture Act....................... 11
     Section 108.  Effect of Headings and Table of Contents................ 11
     Section 109.  Successors and Assigns.................................. 11
     Section 110.  Separability Clause..................................... 12
     Section 111.  Benefits of Indenture................................... 12
     Section 112.  Governing Law........................................... 12
     Section 113.  Legal Holidays.......................................... 12

ARTICLE TWO -- SECURITY FORMS.............................................. 12
     Section 201.  Forms of Securities..................................... 12
     Section 202.  Form of Trustee's Certificate of Authentication......... 13
     Section 203.  Securities in Global Form............................... 13

ARTICLE THREE -- THE SECURITIES............................................ 13
     Section 301.  Amount Unlimited; Issuable in Series.................... 13
     Section 302.  Denominations........................................... 15
     Section 303.  Execution, Authentication, Delivery and Dating.......... 15
     Section 304.  Temporary Securities.................................... 17
     Section 305.  Registration, Registration of Transfer and Exchange and
                   Book-Entry Securities................................... 18
     Section 306.  Mutilated, Destroyed, Lost and Stolen Securities........ 20
     Section 307.  Payment of Interest; Interest Rights Preserved.......... 21
     Section 308.  Persons Deemed Owners................................... 22
     Section 309.  Cancellation............................................ 22
     Section 310.  Computation of Interest................................. 23

ARTICLE FOUR -- SATISFACTION AND DISCHARGE................................. 23
     Section 401.  Satisfaction and Discharge of Indenture................. 23
     Section 402.  Application of Trust Money.............................. 24

ARTICLE FIVE -- REMEDIES................................................... 24
     Section 501.  Events of Default....................................... 24
     Section 502.  Acceleration of Maturity; Rescission and Annulment...... 27
     Section 503.  Collection of Indebtedness and Suits for Enforcement by
                   Trustee................................................. 28

                                      -i-
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     Section 504.  Trustee May File Proofs of Claim........................ 29
     Section 505.  Trustee May Enforce Claims Without Possession of
                   Securities.............................................. 30
     Section 506.  Application of Money Collected.......................... 30
     Section 507.  Limitation on Suits..................................... 30
     Section 508.  Unconditional Right of Holders to Receive Principal,
                   Premium and Interest.................................... 31
     Section 509.  Restoration of Rights and Remedies...................... 31
     Section 510.  Rights and Remedies Cumulative.......................... 31
     Section 511.  Delay or Omission Not Waiver............................ 32
     Section 512.  Control by Holders...................................... 32
     Section 513.  Waiver of Past Defaults................................. 33
     Section 514.  Undertaking for Costs................................... 33
     Section 515.  Waiver of Stay or Extension Laws........................ 34

ARTICLE SIX -- THE TRUSTEE................................................. 34
     Section 601.  Certain Duties and Responsibilities..................... 34
     Section 602.  Notice of Defaults...................................... 35
     Section 603.  Certain Rights of Trustee............................... 35
     Section 604.  Not Responsible for Recitals or Issuance of Securities.. 37
     Section 605.  May Hold Securities..................................... 37
     Section 606.  Money Held in Trust..................................... 37
     Section 607.  Compensation and Reimbursement.......................... 37
     Section 608.  Disqualification; Conflicting Interests................. 38
     Section 609.  Corporate Trustee Required; Eligibility................. 38
     Section 610.  Resignation and Removal; Appointment of Successor....... 38
     Section 611.  Acceptance of Appointment by Successor.................. 40
     Section 612.  Merger, Conversion, Consolidation or Succession to
                   Business................................................ 41
     Section 613.  Preferential Collection of Claims Against Company....... 41
     Section 614.  Appointment of Authenticating Agent..................... 41

ARTICLE SEVEN -- HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY......... 43
     Section 701.  Company to Furnish Trustee Names and Addresses of
                   Holders................................................. 43
     Section 702.  Preservation of Information; Communications to Holders.. 43
     Section 703.  Reports by Trustee...................................... 44
     Section 704.  Reports by Company...................................... 44
     Section 705.  Holders' Meetings....................................... 44

ARTICLE EIGHT -- CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE...... 46
     Section 801.  Company May Consolidate, Etc., Only on Certain Terms.... 46
     Section 802.  Successor Substituted................................... 47

ARTICLE NINE -- SUPPLEMENTAL INDENTURES.................................... 48
     Section 901.  Supplemental Indentures Without Consent of Holders...... 48

                                     -ii-
<PAGE>

     Section 902.  Supplemental Indentures With Consent of Holders......... 49
     Section 903.  Execution of Supplemental Indentures.................... 50
     Section 904.  Effect of Supplemental Indentures....................... 51
     Section 905.  Conformity with Trust Indenture Act..................... 51
     Section 906.  Reference in Securities to Supplemental Indentures...... 51
     Section 907.  Notice of Supplemental Indenture........................ 51

ARTICLE TEN -- COVENANTS................................................... 51
     Section 1001.  Payment of Principal, Premium and Interest............. 51
     Section 1002.  Maintenance of Office or Agency........................ 51
     Section 1003.  Money for Securities Payments to Be Held in Trust...... 52
     Section 1004.  Corporate Existence.................................... 53
     Section 1005.  Statement by Officers as to Default.................... 53
     Section 1006.  Maintenance of Properties.............................. 54
     Section 1007.  Payment of Taxes and Other Claims...................... 54
     Section 1008.  Restrictions on Debt................................... 54
     Section 1009.  Restrictions on Sales and Leasebacks................... 56
     Section 1010.  Waiver of Certain Covenants............................ 57

ARTICLE ELEVEN -- REDEMPTION OF SECURITIES................................. 57
     Section 1101.  Applicability of Article............................... 57
     Section 1102.  Election to Redeem; Notice to Trustee.................. 57
     Section 1103.  Selection by Trustee of Securities to Be Redeemed...... 57
     Section 1104.  Notice of Redemption................................... 58
     Section 1105.  Deposit of Redemption Price............................ 59
     Section 1106.  Securities Payable on Redemption Date.................. 59
     Section 1107.  Securities Redeemed in Part............................ 59

ARTICLE TWELVE -- SINKING FUNDS............................................ 60
     Section 1201.  Applicability of Article............................... 60
     Section 1202.  Satisfaction of Sinking Fund Payments with Securities.. 60
     Section 1203.  Redemption of Securities for Sinking Fund.............. 60

ARTICLE THIRTEEN -- REPAYMENT OF SECURITIES AT OPTION OF HOLDERS........... 61
     Section 1301.  Applicability of Article............................... 61
     Section 1302.  Notice of Repayment Date............................... 61
     Section 1303.  Deposit of Repayment Price............................. 61
     Section 1304.  Securities Payable on Repayment Date................... 62
     Section 1305.  Securities Repaid in Part.............................. 62

ARTICLE FOURTEEN -- CONVERSION OF SECURITIES............................... 62
     Section 1401.  General................................................ 62
     Section 1402.  Right to Convert....................................... 63

                                     -iii-
<PAGE>

   Section 1403.  Manner of Exercise of Conversion Privilege; Delivery
                  of Common Stock; No Adjustment for Interest or Dividends.. 63
   Section 1404.  Cash Payments in Lieu of Fractional Shares................ 64
   Section 1405.  Conversion Price Adjustments; Effect of
                  Reclassification, Mergers, Consolidations and Sales of
                  Assets.................................................... 65
   Section 1406.  Taxes on Shares Issued.................................... 69
   Section 1407.  Shares to be Fully Paid; Compliance with Governmental
                  Requirements; Listing of Common Stock..................... 69
   Section 1408.  Responsibility of Trustee................................. 69
   Section 1409.  Covenant to Reserve Shares................................ 70
   Section 1410.  Other Conversions......................................... 70

ARTICLE FIFTEEN -- DEFEASANCE AND COVENANT DEFEASANCE....................... 70
   Section 1501.  Applicability of Article; Company's Option to Effect
                  Defeasance or Covenant Defeasance......................... 70
   Section 1502.  Defeasance and Discharge.................................. 70
   Section 1503.  Covenant Defeasance....................................... 71
   Section 1504.  Conditions to Defeasance or Covenant Defeasance........... 71
   Section 1505.  Deposited Money and U.S. Government Obligations to be
                  Held in Trust; Other Miscellaneous Provisions............. 73
   Section 1506.  Reinstatement............................................. 74

ARTICLE SIXTEEN -- IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
                   AND DIRECTORS............................................ 74
   Section 1601.  Immunity of Incorporators, Stockholders, Officers and
                  Directors................................................. 74

                                     -iv-
<PAGE>

     INDENTURE, dated as of December 1, 1995, between LOWE'S COMPANIES, INC., a
corporation duly organized and existing under the laws of the State of North
Carolina (herein called the "Company"), having its principal office at Highway
268 East, North Wilkesboro, North Carolina 28656, and THE FIRST NATIONAL BANK OF
CHICAGO, a national banking association duly organized and existing under the
laws of the United States, as Trustee (herein called the "Trustee").

                            RECITALS OF THE COMPANY

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

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

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                ARTICLE ONE --
                             DEFINITIONS AND OTHER
                       PROVISIONS OF GENERAL APPLICATION

Section 101.  Definitions.

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

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

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

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

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

     Certain terms, used principally in Article Six, are defined in that
Article.

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

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

     "Attributable Debt" means, as to any particular lease under which any
Person is at the time liable, at any date as of which the amount thereof is to
be determined, the total net amount of rent required to be paid by such Person
under such lease during the remaining term thereof (excluding any subsequent
renewal or other extension options held by the lessee), discounted from the
respective due dates thereof to such date at the rate of 10% per annum
compounded annually.  The net amount of rent required to be paid under any such
lease for any such period shall be the amount of the rent payable by the lessee
with respect to such period, after excluding amounts required to be paid on
account of maintenance and repairs, insurance, taxes, assessments, water rates
and similar charges and contingent rents (such as those based on sales).  In the
case of any lease which is terminable the lessee upon the payment of a penalty,
such net amount shall also include the amount of such penalty, but no rent shall
be considered as required to be paid under such lease subsequent to the first
date upon which it may be so terminated.

     "Authenticating Agent" means any Person authorized by the Trustee pursuant
to Section 614 to act on behalf of the Trustee to authenticate Securities of one
or more series.

     "Authorized Newspaper" means a newspaper of general circulation in the
relevant area, printed in the English language and customarily published on each
Business Day therein.

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

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

     "Business Day", when used with respect to any Place of Payment, means each
Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in that Place of Payment are authorized or obligated by law
or executive order to close.

                                      -2-
<PAGE>

     "Capital Stock", as applied to the stock of any corporation, means the
capital stock of every class whether now or hereafter authorized, regardless of
whether such capital stock shall be limited to a fixed sum or percentage with
respect to the rights of the holders thereof to participate in dividends and in
the distribution of assets upon the voluntary or involuntary liquidation,
dissolution or winding up of such corporation.

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

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

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

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

     "Consolidated Net Tangible Assets" means the aggregate amount of assets
(less applicable reserves and other properly deductible items) after deducting
therefrom (i) all current liabilities, and (ii) all goodwill, trade names,
trademarks, patents, unamortized debt discount and expense and other like
intangibles, all as set forth on the most recent balance sheet of the Company
and its consolidated subsidiaries and computed in accordance with generally
accepted accounting principles.

     "Conversion Price" means with respect to any series of Securities which are
convertible into Common Stock, the price per share of Common Stock at which the
Securities of such series are so convertible as set forth in the Board
Resolution with respect to such series (or in any supplemental indenture entered
into pursuant to Section 901((9)) with respect to such series), as the same may
be adjusted from time to time in accordance with Section 1405 (or such
supplemental indenture pursuant to Section 1401).

     "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 of execution of this Indenture is located at One First
National Plaza, Suite 0126, Chicago, Illinois 60670-0126, Attention:  Corporate
Trust Administration.

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

                                      -3-
<PAGE>

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

     "Depositary" means, with respect to the Securities of any series issuable
or issued in the form of a Global Security, a clearing agency registered under
the Securities Exchange Act of 1934, as amended, or any successor thereto, which
shall in either case be designated by the Company pursuant to Section 301 or 305
until a successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Depositary" shall mean or include
each Person who is then a Depositary hereunder, and if at any time there is more
than one such Person, "Depositary" as used with respect to the Securities of any
such series shall mean the Depositary with respect to the Securities of that
series.

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

     "Funded Debt" means all indebtedness for money borrowed having a maturity
of more than 12 months from the date as of which the amount thereof is to be
determined or having a maturity of less than 12 months but by its terms being
renewable or extendible beyond 12 months from such date at the option of the
borrower.

     "Global Security or Securities" means one or more fully registered
Securities in global form evidencing all or a part of a series of Securities
issued to the Depositary for such series or its nominee or registered in the
name of the Depositary or its nominee.

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

     "Indenture" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof and shall
include the terms of particular series of Securities established as contemplated
by Section 301.

     "interest", when used with respect to an Original Issue Discount Security
which 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.

     "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 by repayment or otherwise.

     "Mortgage" means and includes any mortgage, pledge, lien, security
interest, conditional sale or other title retention agreement or other similar
encumbrance.

     "Officers' Certificate" means a certificate signed by at least two officers
of the Company, one signature being that of the Chairman of the Board, the
President or a Vice President, and the

                                      -4-
<PAGE>

other signature being that of the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary, of the Company, and delivered to the
Trustee.

     "Opinion of Counsel" means a written opinion of counsel, who may be counsel
for the Company, and who shall be acceptable to the Trustee.

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

     "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 canceled by the Trustee or delivered to
     the Trustee for cancellation;

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

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

          (iv) Securities with respect to which the Company has effected
     defeasance as provided in Article Fifteen;

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, (a) the principal
amount of an Original Issue Discount Security that shall be deemed to be
Outstanding shall be the amount of the principal thereof that would be due and
payable as of the date of such determination upon a declaration of acceleration
of the Maturity thereof pursuant to Section 502, and (b) 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 relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Securities which the Trustee knows to be so owned shall be so
disregarded.  Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to 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.

                                      -5-
<PAGE>

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

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

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

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

     "Preferred Stock" means any stock of any class of the Company which has a
preference over Common Stock in respect of dividends or of amounts payable in
the event of any voluntary or involuntary liquidation, dissolution or winding up
of the Company and which is not mandatorily redeemable or repayable, or
redeemable or repayable at the option of the Holder, otherwise than in shares of
Common Stock or Preferred Stock of another class or series or with the proceeds
of the sale of Common Stock or Preferred Stock.

     "Principal Property" means any building, structure or other facility,
together with the land upon which it is erected and fixtures comprising a part
thereof, used primarily for selling home improvement products or the
manufacturing, warehousing or distributing of such products, owned or leased by
the Company or any Subsidiary of the Company.

     "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,
means the price at which it is to be redeemed pursuant to this Indenture.

     "Regular Record Date" for the interest payable on any Interest Payment Date
on the Securities of any series means the date specified for that purpose as
contemplated by Section 301.

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

     "Repayment Price" means, when used with respect to any Security to be
repaid at the option of the Holder, the price at which it is to be repaid by or
pursuant to this Indenture.

                                      -6-
<PAGE>

     "Responsible Officer", when used with respect to the Trustee, means any
officer of the Trustee customarily performing corporate trust functions.

     "Securities" has the meaning stated in the first recital of this Indenture
and more particularly means any Securities authenticated and delivered under
this Indenture.

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

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

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

     "Subsidiary" means a corporation more than 50% of the outstanding voting
stock of which is owned, directly or indirectly, by the Company or by one or
more other Subsidiaries, or by the Company and one or more other Subsidiaries.
For the purposes of this definition, "voting stock" means stock which ordinarily
has voting power for the election of directors, whether at all times or only so
long as no senior class of stock has such voting power by reason of any
contingency.

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

     "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force at
the date as of which this instrument was executed; provided, however, that in
the event the Trust Indenture Act of 1939 is amended after such date, "Trust
Indenture Act" means, to the extent required by any such amendment, the Trust
Indenture Act of 1939 as so amended.

     "United States" means the United States of America.

     "U.S. Government Obligations" has the meaning specified in Section 1504.

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

                                      -7-
<PAGE>

Section 102.  Compliance Certificates and Opinions.

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

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

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

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

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

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


Section 103.  Form of Documents Delivered to Trustee.

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

     Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon 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 are 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

                                      -8-
<PAGE>

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

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

Section 104.  Acts of Holders; Record Dates.

     (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 an 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 (subject to Section 601) 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 acknowledgments 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 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 which the Trustee deems sufficient.

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

     (d)  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.

     (e)  The Company may, in the circumstances permitted by the Trust Indenture
Act, fix any day as the record date for the purpose of determining the Holders
of Securities of any series entitled to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action, or to vote on
any action, authorized or permitted to be given or taken by Holders of
Securities of such series. If not set by the Company prior to the first
solicitation of a Holder of Securities of such series made by any Person in
respect of any such action, or in the case of any such vote, prior to such vote,
the record date for any such action or vote shall be the 30th day (or, if later,
the date of the most recent list of Holders required to be provided pursuant to
Section

                                      -9-
<PAGE>

701) prior to such first solicitation or vote, as the case may be. With regard
to any record date for action to be taken by the Holders of one or more series
of Securities, only the Holders of Securities of such series on such date (or
their duly designated proxies) shall be entitled to give or take, or vote on,
the relevant action.

     (f)  Without limiting the foregoing, a Holder entitled hereunder to take
any action hereunder with regard to any particular Security may do so with
regard to all or any part of the principal amount of such Security or by one or
more duly appointed agents each of which may do so pursuant to such appointment
with regard to all or any part of such principal amount. Any notice given or
action taken by a Holder or its agents with regard to different parts of such
principal amount pursuant to this paragraph shall have the same effect as if
given or taken by separate Holders of each such different part.

     (g)  Without limiting the generality of the foregoing, unless otherwise
specified pursuant to Section 301 or pursuant to one or more indentures
supplemental hereto, a Holder, including a Depositary that is the Holder of a
Global Security, may make, give or take, by a proxy or proxies duly appointed in
writing, any request, demand, authorization, direction, notice, consent, waiver
or other action provided in this Indenture to be made, given or taken by
Holders, and a Depositary that is the Holder of a Global Security may provide
its proxy or proxies to the beneficial owners of interests in any such Global
Security through such Depositary's standing instructions and customary
practices.

     (h)  The Trustee shall fix a record date for the purpose of determining the
Persons who are beneficial owners of interests in any Global Security held by a
Depositary entitled under the procedures of such Depositary to make, give or
take, by a proxy or proxies duly appointed in writing, any request, demand,
authorization, direction, notice, consent, waiver or other action provided in
this Indenture to be made, given or taken by Holders. If such a record date is
fixed, the Holders on such record date or their duly appointed proxy or proxies,
and only such Persons, shall be entitled to make, give or take such request,
demand, authorization, direction, notice, consent, waiver or other action,
whether or not such Holders remain Holders after such record date. No such
request, demand, authorization, direction, notice, consent, waiver or other
action shall be valid or effective if made, given or taken more than 90 days
after such record date.

Section 105.  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 if made, given, furnished or filed in writing to or
     with the Trustee at its Corporate Trust Office, Attention: Corporate Trust
     Administration, or

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

                                      -10-
<PAGE>

     office specified in the first paragraph of this instrument, Attention:
     Secretary, or at any other address previously furnished in writing to the
     Trustee by the Company.

Section 106.  Notice to Holders; Waiver.

     Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at his address as it appears in the Security Register, not later
than the latest date, and not earlier than the earliest date, prescribed for the
giving of such notice.  In any case where notice to Holders is given by mail,
neither the failure to mail such notice, nor any defect in any notice so mailed,
to any particular Holder shall affect the sufficiency of such notice with
respect to other Holders.  Any notice to a Holder which is mailed in the manner
herein provided shall be conclusively presumed to have been duly given, whether
or not such Holder receives such notice.  Where this Indenture provides for
notice in any manner, such notice may be waived in writing by the Person
entitled to receive such notice, either before or after the event, and such
waiver shall be the equivalent of such notice.  Waivers of notice by Holders
shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.

     In case, by reason of the suspension of or irregularities in regular mail
service or by reason of any other cause, it shall be impracticable to give
notice of any event to Holders by mail when such notice is required to be given
pursuant to any provision of this Indenture, then such notification as shall be
made with the approval of the Trustee shall constitute a sufficient notification
for every purpose hereunder.

Section 107.  Conflict with Trust Indenture Act.

     If any provision hereof limits, qualifies or conflicts with the duties
imposed by any of Sections 310 through 317, inclusive, of the Trust Indenture
Act through the operation of Section 318(c) thereof, such imposed duties shall
control.  If any provision of this Indenture modifies or excludes any provision
of the Trust Indenture Act that may be so modified or excluded, the latter
provision shall be deemed to apply to this Indenture as so modified or shall be
deemed to be so excluded, as the case may be.

Section 108.  Effect of Headings and Table of Contents.

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

Section 109.  Successors and Assigns.

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

                                      -11-
<PAGE>

Section 110.  Separability Clause.

     In case any provision in this Indenture or in 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 111.  Benefits of Indenture.

     Nothing in this Indenture or in the Securities, express or implied, shall
give to any Person, other than the parties hereto and their successors
hereunder, any Paying Agent and the Holders, any benefit or any legal or
equitable right, remedy or claim under this Indenture; provided that this
Section 111 shall not limit the rights of any Holder of a Global Security to
give any notice or take any action, or appoint any agents, with regard to any
part or different parts of the principal amount of such Global Security pursuant
to Section 104.

Section 112.  Governing Law.

     This Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of New York and for all purposes shall be
governed by and construed in accordance with the laws of said state without
regard to the conflicts of laws and rules of said state.

Section 113.  Legal Holidays.

     In any case where any Interest Payment Date, Redemption Date, Repayment
Date, sinking fund payment date or Stated Maturity of any Security shall not be
a Business Day at any Place of Payment, then (notwithstanding any other
provision of this Indenture or of the Securities) payment of interest or
principal (and premium, if any) need not be made on such date, but may be made
on the next succeeding Business Day with the same force and effect as if made on
the Interest Payment Date, Redemption Date, Repayment Date, sinking fund payment
date or at the Stated Maturity, provided that no interest shall accrue for the
period from and after such Interest Payment Date, Redemption Date, Repayment
Date, sinking fund payment date or Stated Maturity, as the case may be.


                                ARTICLE TWO --
                                SECURITY FORMS

Section 201.  Forms of Securities.

     The Securities of each series shall be in such form or forms (including
global 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 any law or with any rules made pursuant thereto or the
rules of any securities exchange or as may, consistently herewith, be determined
by the officers executing

                                      -12-
<PAGE>

such Securities, as evidenced by their execution of such Securities. If the form
of Securities of any series is established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be certified by
the Secretary or an Assistant Secretary of the Company and delivered to the
Trustee at or prior to the delivery of the Company Order contemplated by Section
303 for the authentication and delivery of such Securities.

     The Trustee's certificates of authentication shall be in substantially the
form set forth in this Article.

     The definitive Securities shall be printed, lithographed or engraved or may
be produced in any other manner permitted by the rules of any securities
exchange upon which the Securities may be listed and (with respect to Global
Securities of any Series) the rules of the Depositary, all as determined by the
officers executing such Securities, as evidenced by their execution of such
Securities.

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

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

                              The First National Bank of Chicago, as Trustee


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

Section 203.  Securities in Global Form.

     If any Security of a series is issuable in global form, such Security may
provide that it shall represent the aggregate amount of Outstanding Securities
from time to time endorsed thereon and also may provide that the aggregate
amount of Outstanding Securities represented thereby may from time to time be
reduced to reflect exchanges.  Any endorsement of a Security in global form to
reflect the amount, or any increase or decrease in the amount, of Outstanding
Securities represented thereby shall be made by the Trustee and in such manner
as shall be specified in such Security. Any instructions by the Company with
respect to a Security in global form, after its initial issuance, shall be in
writing but need not comply with Section 102.

                               ARTICLE THREE --
                                THE SECURITIES

Section 301.  Amount Unlimited; Issuable in Series.

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

                                      -13-
<PAGE>

     The Securities may be issued in one or more series.  All Securities of each
series issued under this Indenture shall in all respects be equally and ratably
entitled to the benefits hereof with respect to such series without preference,
priority or distinction on account of the actual time of the authentication and
delivery or Maturity of the Securities of such series.  There shall be
established in or pursuant to a Board Resolution, and, to the extent not set
forth therein, set forth in an Officers' Certificate, or established in one or
more indentures supplemental hereto, prior to the issuance of Securities of any
series:

          (1)  the title of the Securities of the series (which 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 which may be authenticated and delivered under this Indenture
     (except for Securities authenticated and delivered upon registration of
     transfer of, or in exchange for, or in lieu of, other Securities of that
     series pursuant to Section 304, 305, 306, 906, 1107, 1305 or 1403);

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

          (4)  the rate or rates, or the method of determination thereof, at
     which the Securities of the series shall bear interest, if any, the date or
     dates from which such interest shall accrue, the Interest Payment Dates on
     which such interest shall be payable and the Regular Record Date for the
     interest payable on any Interest Payment Date;

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

          (6)  the period or periods within which, the price or prices at which
     and the terms and conditions upon which Securities of the series may be
     redeemed, in whole or in part, at the option of the Company;

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

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

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

                                      -14-
<PAGE>

          (10) if the Securities of the series shall be issued in whole or in
     part in the form of a Global Security or Securities, the Depositary for
     such Global Security or Securities;

          (11) any addition to or change in the Events of Default which applies
     to any Securities of the series;

          (12) any addition to or change in the covenants set forth in Article
     Ten which applies to Securities of the series;

          (13) if the Securities of the series are convertible into Common
     Stock, the Conversion Price therefor, the period during which such
     Securities are convertible and any terms and conditions for the conversion
     of such Securities which differ from Article Fourteen;

          (14) the application, if any, of Section 1502 or 1503 to the
     Securities of the series and any provisions in modification of, in addition
     to or in lieu of any of the provisions of Article Fifteen; and

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

     All Securities of any one series shall be substantially identical except as
to denomination and except as may otherwise be provided in or pursuant to such
Board Resolution and set forth in such Officers' Certificate, to the extent
applicable, or in any such indenture supplemental hereto.  All Securities of any
one series need not be issued at the same time and, unless otherwise provided, a
series may be reopened, without the consent of the Holders, for issuance of
additional Securities of such series.

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

Section 302.  Denominations.

     The Securities of each series shall be issuable in registered form without
coupons in such denominations as shall be specified as contemplated by Section
301.  In the absence of any such provisions with respect to the Securities of
any series, the Securities of such series shall be issuable in denominations of
$1,000 and any integral multiple thereof.

Section 303.  Execution, Authentication, Delivery and Dating.

     The Securities shall be executed on behalf of the Company by its Chairman
of the Board, its President or one of its Vice Presidents and attested by its
Secretary or one of its Assistant Secretaries.  The signature of any of these
officers on the Securities may be manual or facsimile.

                                      -15-
<PAGE>

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

     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, and the Trustee shall authenticate
and deliver such Securities upon Company Order.  If all the Securities of any
one series are not to be originally issued at one time and if a Board Resolution
relating to such Securities shall so permit, such Company Order may set forth
procedures (acceptable to the Trustee) for the issuance and authentication of
such Securities.

     If the form or terms of the Securities of the series have been established
in or pursuant to one or more Board Resolutions as permitted by Sections 201 and
301, 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 601) shall be
fully protected in relying upon, an Opinion of Counsel stating:

          (a)  if the form of such Securities has been established by or
     pursuant to Board Resolution as permitted by Section 201, that such form
     has been established in conformity with the provisions of this Indenture;

          (b)  if the terms of such Securities have been established by or
     pursuant to Board Resolution as permitted by Section 301, that such terms
     have been established in conformity with the provisions of this Indenture;
     and

          (c)  that such Securities, 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 similar laws of general applicability
     relating to or affecting creditors' rights and to general equity
     principles.

If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

     Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Board Resolution or Officers'
Certificate otherwise required pursuant to Section 301 or the Company Order and
Opinion of Counsel otherwise required pursuant to this Section 303 or prior to
the time of authentication of each Security of such series if such documents are
delivered at or prior to the authentication upon original issuance of the first
Security of such series to be issued and such documents reasonably contemplate
the issuance of all Securities of such series.

                                      -16-
<PAGE>

     Unless otherwise provided in the form of Security for any series, each
Security shall be dated the date of its authentication.

     No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature of an authorized officer, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered hereunder
and is entitled to the benefits of this Indenture.

     If the Company shall establish pursuant to Section 301 that the Securities
of a series are to be issued in the form of one or more Global Securities, then
the Company shall execute and the Trustee shall, in accordance with this Section
and the Company Order with respect to such series, authenticate and deliver one
or more Global Securities that (i) shall represent and shall be denominated in
an amount equal to the aggregate principal amount of all of the Securities of
such series having the same terms issued and not yet canceled, (ii) shall be
registered in the name of the Depositary for such Global Security or Securities
or the nominee of such Depositary, (iii) shall be delivered by the Trustee to
such Depositary or pursuant to such Depositary's instructions and (iv) shall
bear a legend substantially to the following effect:  "Unless and until it is
exchanged in whole or in part for Securities in definitive registered form, this
Security may not be transferred except as a whole by the Depositary to the
nominee of the Depositary or by a nominee of the Depositary to the Depositary or
another nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary."

Section 304.  Temporary Securities.

     Pending the preparation of definitive Securities of any series, the Company
may execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities which are printed, lithographed, typewritten, mimeographed
or otherwise produced, in any authorized denomination, substantially of the
tenor of the definitive Securities in lieu of which they are issued and with
such appropriate insertions, omissions, substitutions and other variations as
the officers executing such Securities may determine, as evidenced by their
execution of such Securities.  Every such temporary Security shall be executed
by the Company and shall be authenticated and delivered by the Trustee upon the
same conditions and in substantially the same manner, and with the same effect,
as the definitive Security in lieu of which it is issued.

     If temporary Securities of any series are issued, the Company will cause
definitive Securities of that series to be prepared without unreasonable delay.
After the preparation of definitive Securities of such series, the temporary
Securities of such series shall be exchangeable for definitive Securities of
such series upon surrender of the temporary Securities of such series at the
office or agency of the Company in a Place of Payment for that series, without
charge to the Holder.  Upon surrender for cancellation of any one or more
temporary Securities of any series the Company shall execute and the Trustee
shall authenticate and deliver in exchange therefor a like principal amount of
definitive Securities of the same series of authorized

                                      -17-
<PAGE>

denominations. Until so exchanged the temporary Securities of any series shall
in all respects be entitled to the same benefits under this Indenture as
definitive Securities of such series.

Section 305.  Registration, Registration of Transfer and Exchange and
Book-Entry Securities.

     The Company shall cause to be kept at one of its offices or agencies
maintained pursuant to Section 1002 a register (the register maintained in such
office being herein sometimes referred to as the "Security Register") in which,
subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Securities and of transfers of Securities.  The
Person responsible for the maintenance of the Security Register is referred to
herein as the "Security Registrar."  The Trustee is hereby initially appointed
Security Registrar for the purpose of registering Securities and transfers of
Securities as herein provided.

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

     At the option of the Holder, Securities of any series (except Global
Securities) may be exchanged for other Securities of the same series (except
Global Securities) of any authorized denominations and of a like aggregate
principal amount, upon surrender of the Securities to be exchanged at such
office or agency.  Whenever any Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive.

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

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

     No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906, 1107, 1305 or 1403 not involving any
transfer.

     The Company shall not be required (i) to issue, register the transfer of or
exchange Securities of any series during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of
Securities of that series selected for redemption under Section 1103 and ending
at the close of business on the day of such mailing, or (ii) to

                                      -18-
<PAGE>

register the transfer of or exchange any Security so selected for redemption in
whole or in part, except the unredeemed portion of any Security being redeemed
in part.

     Notwithstanding any other provision of this Section 305, unless and until
it is exchanged in whole or in part for Securities in definitive registered
form, a Global Security representing all or a portion of the Securities of a
series may not be transferred except as a whole by the Depositary for such
series to a nominee of such Depositary or by a nominee of such Depositary to
such Depositary or 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
a series shall no longer be registered or in good standing under the Securities
Exchange Act of 1934, as amended, or other applicable statute or regulation, 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 condition, the Company shall execute, and the Trustee,
upon receipt of a Company Order for the authentication and delivery of
definitive Securities of such series, shall authenticate and deliver Securities
of such series in definitive form in an aggregate principal amount equal to the
principal amount of the Global Security or Securities representing such series
in exchange for such Global Security or Securities.

     The Company may at any time and in its sole discretion determine that the
Securities of any series issued in the form of one or more Global Securities
shall no longer be represented by a Global Security or Securities.  In such
event the Company shall execute, and the Trustee, upon receipt of a Company
Order for the authentication and delivery of definitive Securities of such
series, shall authenticate and deliver, Securities of such series in definitive
registered form without coupons, in any authorized denominations, in an
aggregate principal amount equal to the principal amount of the Global Security
or Securities representing such series, in exchange for such Global Security or
Securities.

     If specified by the Company pursuant to Section 301 with respect to a
series of Securities, the Depositary for such series of Securities may surrender
a Global Security for such series of Securities in exchange in whole or in part
for Securities of such series in definitive registered 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 the Person specified by such Depositary a new Security or
     Securities of the same series, of any authorized denomination as requested
     by such Person, in an aggregate principal amount equal to and in exchange
     for such Person's beneficial interest in the Global Security; and

          (ii) to such Depositary a new Global Security in a denomination equal
     to the difference, if any, between the principal amount of the surrendered
     Global Security and

                                      -19-
<PAGE>

     the aggregate principal amount of Securities authenticated and delivered
     pursuant to Clause (i) above.

     Upon the exchange of a Global Security for Securities in definitive
registered form, in authorized denominations, such Global Security shall be
canceled by the Trustee.  Securities in definitive registered form issued in
exchange for a Global Security pursuant to this Section 305 shall be registered
in such names and in such authorized denominations as the Depositary for such
Global Security, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee.  The Trustee shall not be
liable for any delay in delivery of such instructions and may conclusively rely
on, and shall be protected in relying on, such instructions.  The Trustee shall,
at Company expense, deliver such Securities to or as directed by the Persons in
whose names such Securities are so registered.

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

     If any mutilated Security is surrendered to the Trustee, together with such
other security or indemnity as may be reasonably required by the Trustee to save
it harmless, the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a new Security of the same series and of like tenor
and principal amount and bearing a number not contemporaneously outstanding.

     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 and (ii)
such security or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and upon its request the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

     In case any such mutilated, destroyed, lost or stolen Security has become
or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security, subject to satisfaction of
the foregoing conditions.

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

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

                                      -20-
<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.

Section 307.  Payment of Interest; Interest Rights Preserved.

     Except as otherwise provided as contemplated by Section 301 with respect to
any series of Securities, interest on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid
to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.  The Company and the Trustee understand that interest on any
Global Security will be disbursed or credited by the Depositary to the Persons
having ownership thereof pursuant to a book entry or other system maintained by
the Depositary.

     Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in Clause ((1)) or Clause ((2)) below:

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

                                      -21-
<PAGE>

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

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

Section 308.  Persons Deemed Owners.

     The Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name such Security is registered as the owner of such
Security for the purpose of receiving payment of principal of (and premium, if
any) and (subject to Section 307) interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

     None of the Company, the Trustee, any Paying Agent or the Security
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

Section 309.  Cancellation.

     Unless otherwise specified pursuant to Section 301((7)) for Securities of
any series all Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly canceled by it. The Company may at any time deliver to the
Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and all
Securities so delivered shall be promptly canceled by the Trustee, except that
if a Global Security is so surrendered, the Company shall execute and the
Trustee shall authenticate and deliver to the Depositary for such Global
Security, without service charge, a new Global Security or Securities in a
denomination equal to and in exchange for the portion of the Global Security so
surrendered not to be paid, redeemed, repaid or registered for transfer or
exchange or for credit. No Securities shall be authenticated in lieu of or in
exchange for any Securities canceled as provided in this Section, except as
expressly permitted by this Indenture. All canceled Securities held by the
Trustee shall be disposed of in accordance with its customary procedures and a
certificate of disposition shall be delivered to the Company, unless, by a
Company Order, the Company shall direct the canceled Securities be returned to
it.

                                      -22-
<PAGE>

Section 310.  Computation of Interest.

     Except as otherwise specified as contemplated by Section 301 for Securities
of any series, interest on the Securities of each series shall be computed on
the basis of a 360-day year of twelve 30-day months.


                                ARTICLE FOUR --
                          SATISFACTION AND DISCHARGE

Section 401.  Satisfaction and Discharge of Indenture.

     Upon Company Request, this Indenture shall cease to be of further effect
with respect to the Securities of a particular series (except as to any
surviving rights to convert Securities into Common Stock, or rights of
registration of transfer or exchange of Securities herein expressly provided
for), and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture as to
such Securities, when:

          (1)  either:

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

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

                    (i)   have become due and payable, or

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

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

          and the Company, in the case of (i), (ii) or (iii) above, has
          irrevocably deposited or caused to be irrevocably deposited with the
          Trustee as trust funds in trust for the purpose sums sufficient to pay
          and discharge the entire indebtedness on such Securities not
          theretofore delivered to the Trustee for cancellation, for principal
          (and premium, if any) and interest to the date of such deposit (in the
          case of

                                      -23-
<PAGE>

          Securities which have become due and payable) or to the Stated
          Maturity or Redemption Date, as the case may be; and

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

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

Notwithstanding the satisfaction and discharge of this Indenture with respect to
the Securities of a particular series, the obligations of the Company to the
Trustee under Section 607, the obligations, if any, of the Trustee to any
Authenticating Agent under Section 614 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 402 and the last paragraph of
Section 1003, in each case with respect to such Securities, shall survive.

Notwithstanding the cessation, termination and discharge of all obligations,
covenants and agreements of the Company under this Indenture with respect to any
series of Securities, the obligations of the Company to the Trustee under
Section 607, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive with respect to such series of
Securities.

Section 402.  Application of Trust Money.

     Subject to the provisions of the last paragraph of Section 1003, all money
deposited with the Trustee pursuant to Section 401 shall be held in trust and
applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent), as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money has been deposited with the
Trustee.  All money deposited with the Trustee pursuant to Section 401 (and held
by it or any Paying Agent) for the payment of Securities subsequently converted
into Common Stock shall be returned to the Company upon Company Request.


                                ARTICLE FIVE --
                                   REMEDIES

Section 501.  Events of Default.

     "Event of Default", wherever used herein with respect to Securities of any
series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

                                      -24-
<PAGE>

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

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

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

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

          (5)  a default under any bond, debenture, note or other evidence of
     indebtedness for money borrowed by the Company or any Subsidiary (including
     a default with respect to Securities of any series other than that series)
     or under any mortgage, indenture (including this Indenture) or instrument
     under which there may be issued or by which there may be secured or
     evidenced any indebtedness for money borrowed by the Company or any
     Subsidiary (each such bond, debenture, note, evidence of indebtedness,
     mortgage, indenture or instrument being referred to as a "Loan Document"),
     whether such indebtedness now exists or shall hereafter be created, which
     default shall constitute a failure to pay any portion of the principal of
     such indebtedness when due and payable after the expiration of any
     applicable grace period with respect thereto or shall have resulted in such
     indebtedness becoming or being declared due and payable prior to the date
     on which it would otherwise have become due and payable, without such
     indebtedness having been discharged or such acceleration having been
     rescinded or annulled within a period of 10 days after there shall have
     been given, by registered or certified mail, to the Company by the Trustee
     or to the Company and the Trustee by the Holders of at least 25% in
     principal amount of the Outstanding Securities of that series a written
     notice specifying such default and requiring the Company to cause such
     indebtedness to be discharged or such acceleration to be rescinded or
     annulled and stating that such notice is a "Notice of Default" hereunder,
     if the aggregate outstanding principal amount of indebtedness under the
     Loan Document with respect to which such default or acceleration has
     occurred exceeds $10 million; provided, however, that if such default under
     such Loan Document shall be cured by the Company or be waived by the
     holders of such indebtedness or if such acceleration shall be rescinded or
     annulled, in each case as may be permitted by such Loan Document, then the
     Event of Default hereunder by reason

                                      -25-
<PAGE>

     of such default shall be deemed likewise to have been thereupon cured or
     waived; and provided, further, that, subject to the provisions of Sections
     601 and 602, the Trustee shall not be deemed to have knowledge of such
     default or acceleration unless either (A) a Responsible Officer of the
     Trustee shall have actual knowledge of such default or acceleration or (B)
     the Trustee shall have received written notice thereof from the Company,
     from any Holder, from the holder of any such indebtedness or from the
     trustee under any such mortgage, indenture or other instrument; or

          (6)  the entry by a court having jurisdiction in the premises of (A) a
     decree or order for relief in respect of the Company or any Subsidiary in
     an involuntary case or proceeding under any applicable Federal or State
     bankruptcy, insolvency, reorganization or other similar law or (B) a decree
     or order adjudging the Company or any Subsidiary a bankrupt or insolvent,
     or approving as properly filed a petition seeking reorganization,
     arrangement, adjustment or composition of or in respect of the Company or
     any Subsidiary under any applicable Federal or State law, or appointing a
     custodian, receiver, liquidator, assignee, trustee, sequestrator or other
     similar official of the Company or any Subsidiary or of any substantial
     part of its property, or ordering the winding up or liquidation of its
     affairs, and the continuance of any such decree or order for relief or any
     such other decree or order unstayed and in effect for a period of 60
     consecutive days; or

          (7)  the commencement by the Company or any Subsidiary of a voluntary
     case or proceeding under any applicable Federal or State bankruptcy,
     insolvency, reorganization or other similar law or of any other case or
     proceeding to be adjudicated a bankrupt or insolvent, or the consent by it
     to the entry of a decree or order for relief in respect of the Company or
     any Subsidiary in an involuntary case or proceeding under any applicable
     Federal or State bankruptcy, insolvency, reorganization or other similar
     law or to the commencement of any bankruptcy or insolvency case or
     proceeding against it, or the filing by it of a petition or answer or
     consent seeking reorganization or relief under any applicable Federal or
     State law, or the consent by it to the filing of such petition or to the
     appointment of or taking possession by a custodian, receiver, liquidator,
     assignee, trustee, sequestrator or other similar official of the Company or
     any Subsidiary or of any substantial part of its property, or the making by
     it of an assignment for the benefit of creditors, or the admission by it in
     writing of its inability to pay its debts generally as they become due, or
     the taking of corporate action by the Company or any Subsidiary in
     furtherance of any such action; or

          (8)  any other Event of Default provided with respect to Securities of
     that series.

     Upon receipt by the Trustee of any proposed Notice of Default from any
Holder with respect to Securities of a series all or part of which is
represented by a Global Security, a record date shall be established for
determining Holders of Outstanding Securities of such series entitled to join in
such proposed Notice of Default, which record date shall be at the close of
business on the day the Trustee receives such proposed Notice of Default.  The
Holders on such record date, or their duly designated proxies, and only such
Persons, shall be entitled to join in such proposed

                                      -26-
<PAGE>

Notice of Default, whether or not such Holders remain Holders after such record
date; provided, that unless Holders of at least 25% in principal amount of the
Outstanding Securities of such series, or their proxies, shall have joined in
such proposed Notice of Default prior to the day which is 90 days after such
record date, such proposed Notice of Default shall automatically and without
further action by any Holder be canceled and of no further effect. Nothing in
this paragraph shall prevent a Holder, or a proxy of a Holder, from giving (i)
after expiration of such 90-day period, a new proposed Notice of Default
identical to a proposed Notice of Default which has been canceled pursuant to
the proviso to the preceding sentence, or (ii) during any such 90-day period, an
additional proposed Notice of Default with respect to any new or different fact
or circumstance permitting the giving of a proposed Notice of Default with
respect to Securities of such series, in either of which events a new record
date shall be established pursuant to the provisions of this Section 501. Any
such proposed Notice of Default shall be considered a Notice of Default
hereunder at such time, if any, that Holders of at least 25% in principal amount
of the Outstanding Securities shall have joined in such proposed Notice of
Default by giving timely notice to the Trustee hereunder.

Section 502.  Acceleration of Maturity; Rescission and Annulment.

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

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

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

               (A)  all overdue interest on all Securities of that series,

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

               (C)  to the extent that payment of such interest is lawful,
          interest upon overdue interest at the rate or rates prescribed
          therefor in such Securities, and

                                      -27-
<PAGE>

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

     and

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

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

     Upon receipt by the Trustee of written notice declaring such an
acceleration, or rescission and annulment thereof, with respect to Securities of
a series all or part of which is represented by a Global Security, a record date
shall be established for determining Holders of Outstanding Securities of such
series entitled to join in such notice, which record date shall be at the close
of business on the day the Trustee receives such notice.  The Holders on such
record date, or their duly designated proxies, and only such Persons, shall be
entitled to join in such notice, whether or not such Holders remain Holders
after such record date; provided, that unless such declaration of acceleration,
or rescission and annulment, as the case may be, shall have become effective by
virtue of the requisite percentage having joined in such notice prior to the day
which is 90 days after such record date, such notice of declaration of
acceleration, or rescission and annulment, as the case may be, shall
automatically and without further action by any Holder be canceled and of no
further effect.  Nothing in this paragraph shall prevent a Holder, or a proxy of
a Holder, from giving, (i) after expiration of such 90-day period, a new written
notice of declaration of acceleration or rescission and annulment thereof, as
the case may be, that is identical to a written notice which has been canceled
pursuant to the proviso to the preceding sentence, or (ii) during any such 90-
day period, an additional written notice of declaration of acceleration with
respect to Securities of such series, or an additional written notice of
rescission and annulment of any declaration of acceleration with respect to any
other Event of Default with respect to Securities of such series, in either of
which events a new record date shall be established pursuant to the provisions
of this Section 502.

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

     The Company covenants that if

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

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

          (3)  default is made in the making or satisfaction of any sinking fund
     payment when it becomes due pursuant to the terms of the securities of any
     series,

                                      -28-
<PAGE>

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

     If the Company fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as trustee of an express trust, may, but shall not
be obligated to, institute a judicial proceeding for the collection of the sums
so due and unpaid, may prosecute such proceeding to judgment or final decree,
and may enforce the same against the Company or any other obligor upon such
Securities and collect the moneys adjudged or decreed to be payable in the
manner provided by law out of the property of the Company or any other obligor
upon such Securities, wherever situated.

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

Section 504.  Trustee May File Proofs of Claim.

     In case of any judicial proceeding relative to the Company (or any other
obligor upon the Securities), its property or its creditors, the Trustee shall
be entitled and empowered, by intervention in such proceeding or otherwise, to
take any and all actions authorized under the Trust Indenture Act in order to
have claims of the Holders and the Trustee allowed in any such proceeding.  In
particular, the Trustee shall be authorized to file and prove a claim for the
whole amount of principal, premium and interest owing and unpaid in respect of
the Securities and to file such other papers or documents as may be necessary or
advisable in order to have claims of the Trustee (including any claim for the
reasonable compensation, expenses, disbursements, and advances of the Trustee,
its agents and counsel) and of the Holders allowed in such judicial proceeding,
and to collect and receive any moneys or other property payable or deliverable
on any such claims and to distribute the same; and any custodian, receiver,
assignee, trustee, liquidator, sequestrator or other similar official in any
such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 607.

                                      -29-
<PAGE>

     No provision of this Indenture shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

Section 505.  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, and any
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, be for the ratable benefit of
the Holders of the Securities in respect of which such judgment has been
recovered.

Section 506.  Application of Money Collected.

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

          FIRST:  To the payment of all amounts due the Trustee under Section
     607;

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

          THIRD:  The balance, if any, to the Company or to whomsoever may be
     lawfully entitled to receive the same as a court of competent jurisdiction
     may direct.

Section 507.  Limitation on Suits.

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

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

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

                                      -30-
<PAGE>

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

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

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

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

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

     Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of (and premium, if any) and (subject to Section 307)
interest on such Security on the Stated Maturity or Maturities expressed in such
Security (or, in the case of redemption or repayment at the option of the
Holder, on the Redemption Date or the Repayment Date, as the case may be) and
(if the terms of such Security so provide) to have such Security converted into
Common Stock pursuant to Article Fourteen and to institute suit for the
enforcement of any such payment or conversion, and such rights shall not be
impaired without the consent of such Holder.

Section 509.  Restoration of Rights and Remedies.

     If the Trustee or any Holder has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or
to such Holder, then and in every such case, 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.

Section 510.  Rights and Remedies Cumulative.

     Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities in the last paragraph of Section
306, no right or remedy herein conferred upon or reserved to the Trustee or to
the Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter

                                      -31-
<PAGE>

existing at law or in equity or otherwise.  The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

Section 511.  Delay or Omission Not Waiver.

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

Section 512.  Control by Holders.

     The Holders of at least a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the
Securities of such series, provided that

          (1)  such direction shall not be in conflict with any rule of law or
     with this Indenture, expose the Trustee to personal liability or be unduly
     prejudicial to Holders not joining therein, and

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

     Upon receipt by the Trustee of any such direction with respect to
Securities of a series all or part of which is represented by a Global Security,
a record date shall be established for determining Holders of Outstanding
Securities of such series entitled to join in such direction, which record date
shall be determined in accordance with Section 104((e)).  The Holders on such
record date, or their duly designated proxies, and only such Persons, shall be
entitled to join in such direction, whether or not such Holders remain Holders
after such record date; provided, that unless Holders of at least a majority in
principal amount of the outstanding Securities of such series, or their proxies,
shall have been joined in such direction prior to the day which is 90 days after
such record date, such direction shall automatically and without further action
by any Holder be canceled and of no further effect.  Nothing in this paragraph
shall prevent a Holder, or a proxy of a Holder, from giving, (i) after
expiration of such 90-day period, a new direction identical to a direction which
has been canceled pursuant to the provisions to the preceding sentence or (ii)
during any such 90-day period a new direction contrary to or different from such
direction, in either of which events a new record date shall be established
pursuant to the provisions of this Section 512.

                                      -32-
<PAGE>

Section 513.   Waiver of Past Defaults.

     By Act delivered to the Company and the Trustee, the Holders of not less
than a majority in principal amount of the Outstanding Securities of any
affected series may on behalf of the Holders of all the Securities of such
series waive any past default hereunder with respect to such series and its
consequences, except a default

          (1)  in the payment of the principal of (or premium, if any) or
     interest on any Security of such series or in the payment of any sinking
                                                                      -------
     fund installment with respect to the Securities of such series, or
     ----
          (2)  in respect of a covenant or provision hereof which under Article
     Nine cannot be modified or amended without the consent of the Holder of
     each Outstanding Security of such series affected.

     The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Persons entitled to waive any past default hereunder.
If a record date is fixed, the Holders on such record date, or their duly
designated proxies, and only such Persons, shall be entitled to waive any
default hereunder, whether or not such Holders remain Holders after such record
date; provided, that unless such majority in principal amount shall have been
obtained prior to the date which is 90 days after such record date, any such
waiver previously given shall automatically and without further action by any
Holder be canceled and of no further effect.

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

Section 514.   Undertaking for Costs.

     In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess costs against
any such party litigant, in the manner and to the extent provided in the Trust
Indenture Act; provided that neither this Section nor the Trust Indenture Act
shall be deemed to authorize any court to require such an undertaking or to make
such an assessment in any suit instituted by the Trustee, by any Holder, or
group of Holders, holding in the aggregate more than 10% in principal amount of
the Outstanding Securities of any series, or by any Holder for the enforcement
of the payment of the principal of (or premium, if any) or interest on any
Security on or after the Stated Maturity expressed in such Security (or, in the
case of redemption or repayment at the option of the Holder, on or after the
Redemption Date or Repayment Date, as the case may be, and (if the terms of such
Security so provide) to have such Security converted into Common Stock pursuant
to Article Fourteen).

                                      -33-
<PAGE>

Section 515.  Waiver of Stay or Extension Laws.

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

                                ARTICLE SIX --
                                  THE TRUSTEE

Section 601.   Certain Duties and Responsibilities.

     (a)  Except during the continuance of an Event of Default

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

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

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

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

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

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

                                      -34-
<PAGE>

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

          (4)  no provision of this Indenture shall require the Trustee to
     expend or risk its own funds or otherwise incur any financial liability in
     the performance of any of its duties hereunder, or in the exercise of any
     of its rights or powers, if it shall have reasonable grounds for believing
     that repayment of such funds or adequate indemnity against such risk or
     liability is not reasonably assured to it.

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

Section 602.   Notice of Defaults.

     Within 90 days after the occurrence of any default hereunder with respect
to Securities of any series, the Trustee shall transmit by mail to all Holders
of Securities of such series, as their names and addresses appear in the
Security Register, notice of such default hereunder known to the Trustee, unless
such default shall have been cured or waived; provided, however, that, except in
the case of a default in the payment of the principal, premium or interest on
any Security of such series or in the payment of any sinking fund installment
with respect to the Securities of such series, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee of the board of directors and/or Responsible Officers of the Trustee
in good faith determine that the withholding of such notice is in the interests
of the Holders of the Securities of such series; and provided, further, that in
the case of any default of the character specified in Section 501((4)) with
respect to the Securities of such series no such notice to Holders shall be
given until at least 60 days after the occurrence thereof. For the purpose of
this Section, the term "default" means any event which is, or after notice or
lapse of time or both would become, an Event of Default.

Section 603.   Certain Rights of Trustee.

     Subject to the provisions of Section 601:

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

                                      -35-
<PAGE>

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

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

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

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

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

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

          (h)  the Trustee shall not be required to take notice or be deemed to
     have notice of any default hereunder (except failure by the Company to pay
     principal of or interest on any series of Securities so long as the Trustee
     is also acting as Paying Agent for such series of Securities) unless the
     Trustee shall be specifically notified in writing of such default by the
     Company by the Holders of at least a 10% in aggregate principal amount of
     all Outstanding Securities, and all such notices or other instruments
     required by this Indenture to be delivered to the Trustee must, in order to
     be effective, be delivered at the principal Corporate Trust Office of the
     Trustee, and in the absence of such notice the Trustee may conclusively
     assume there is no default except as aforesaid.

                                      -36-
<PAGE>

Section 604.   Not Responsible for Recitals or Issuance of Securities.

     The recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and the Trustee or any Authenticating Agent assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities. The Trustee or any
Authenticating Agent shall not be accountable for the use or application by the
Company of Securities or the proceeds thereof. The Trustee shall not be deemed
to have knowledge of the identity of any Subsidiary unless either (A) a
Responsible Officer of the Trustee shall have actual knowledge thereof or (B)
the Trustee shall have received written notice thereof from the Company or any
Holder.

Section 605.   May Hold Securities.

     The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections
608 and 613, may otherwise deal with the Company with the same rights it would
have if it were not Trustee, Authenticating Agent, Paying Agent, Security
Registrar or such other agent.

Section 606.   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 with the Company.

Section 607.   Compensation and Reimbursement.

     The Company agrees:

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

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

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

                                      -37-
<PAGE>

     As security for the performance of the obligations of the Company under
this Section, the Trustee shall have a lien prior to the Securities upon all
property and funds held or collected by the Trustee as such, except funds held
in trust for the benefit of the Holders of particular Securities.

Section 608.   Disqualification; Conflicting Interests.

     If the Trustee has or shall acquire a conflicting interest within the
meaning of Section 310 of the Trust Indenture Act, the Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by,
and subject to the provisions of, the Trust Indenture Act and this Indenture. To
the extent permitted by the Trust Indenture Act, the Trustee shall not be deemed
to have a conflicting interest with respect to the Securities of any series by
virtue of being Trustee with respect to the Securities of any particular series
of Securities other than that series or by virtue of being trustee under the
Indenture, dated as of April 15, 1992, between the Company and the Trustee.

Section 609.   Corporate Trustee Required; Eligibility.

     There shall at all times be a Trustee hereunder which shall be a Person
that is eligible pursuant to the Trust Indenture Act to act as such and has a
combined capital and surplus of at least $50,000,000. If such Person publishes
reports of condition at least annually, pursuant to law or to 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 Person 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 610.   Resignation and Removal; Appointment of Successor.

     (a)  No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 611.

     (b)  The Trustee may resign at any time with respect to the Securities of
one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 611 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 Trustee may be removed at any time with respect to the Securities
of any series by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series, delivered to the Trustee and to the
Company.

                                      -38-
<PAGE>

     (d)  If at any time:

          (1)  the Trustee shall fail to comply with Section 608 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)  the Trustee shall cease to be eligible under Section 609 and
     shall fail to resign after written request therefor by the Company or by
     any such Holder, or

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

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to any or all Securities, or (ii) subject to Section 514,
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 any or
all Securities and the appointment of a successor Trustee or Trustees with
respect to such series.

     (e)  If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, with respect
to the Securities of one or more series, the Company, by a Board Resolution,
shall promptly appoint a successor Trustee or Trustees with respect to the
Securities of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all of
such series and that at any time there shall be only one Trustee with respect to
the Securities of any particular series) and shall comply with the applicable
requirements of Section 611. 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 that or those 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 611, 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 611, 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.

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

                                      -39-
<PAGE>

successor Trustee with respect to the Securities of such series and the address
of its Corporate Trust Office.

Section 611.   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 so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on 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, subject nevertheless to its
lien, if any, provided for in Section 607.

     (b)  In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates; but, on request of the Company or any successor Trustee, such
retiring Trustee shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates.

     (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

                                      -40-
<PAGE>

all such rights, powers and trusts referred to in paragraph ((a)) or ((b)) of
this Section, as the case may be.

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

Section 612.   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. In case
any Securities shall not have been authenticated by such predecessor Trustee,
any such successor Trustee may authenticate and deliver such Debt Securities, in
either its own name or that of its predecessor Trustee, with the full force and
effect which this Indenture provides for the certificate of authentication of
the Trustee.

Section 613.   Preferential Collection of Claims Against Company.

     If and when the Trustee shall be or become a creditor of the Company (or
any other obligor upon the Securities), the Trustee shall be subject to the
provisions of Section 311 of the Trust Indenture Act regarding the collection of
such claims against the Company (or any such other obligor). A Trustee that has
resigned or been removed shall be subject to and comply with said Section 311 to
the extent required thereby.

Section 614.   Appointment of Authenticating Agent.

     The Trustee may appoint an Authenticating Agent or Agents with respect to
one or more series of Securities (which may be an Affiliate of the Company)
which shall be authorized to act on behalf of the Trustee to authenticate
Securities issued upon registration of transfer or partial redemption or
repayment thereof or pursuant to Section 306, and Securities so authenticated
shall be entitled to the benefits of this Indenture and shall be valid and
obligatory for all purposes as if authenticated by the Trustee hereunder.
Wherever reference is made in this Indenture to the authentication and delivery
of Securities by the Trustee or the Trustee's certificate of authentication,
such reference shall be deemed to include authentication and delivery on behalf
of the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Company and shall at all times
be a corporation organized and doing business and in good standing under the
laws of the United States of America, any State or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having a combined
capital and

                                      -41-
<PAGE>

surplus of no less than $50,000,000 and subject to supervision or examination by
Federal or State authority. If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for 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. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in
this Section.

     Any corporation into which 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 any further
act on the part of the Trustee or the Authenticating Agent.

     An Authenticating Agent for any series of Securities may resign at any time
by giving written notice thereof 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 for such series by giving written notice
thereof 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 of such series may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall mail
written notice of such appointment by first-class mail, postage prepaid, to all
Holders of Securities of the series with respect to which such Authenticating
Agent will serve, as their names and addresses appear in the Security Register.
Any successor Authenticating Agent upon acceptance of its appointment thereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

     Except with respect to an Authenticating Agent appointed at the request of
the Company, the Trustee agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section, and the
Trustee shall be entitled to be reimbursed for such payments, pursuant to the
provisions of Section 607.

     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 the Trustee's certificate of authentication, an alternative
certificate of authentication in the following form:

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

                              The First National Bank of Chicago, as Trustee

                                      -42-
<PAGE>

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


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

                               ARTICLE SEVEN --
                          HOLDERS' LISTS AND REPORTS
                            BY TRUSTEE AND COMPANY

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

     With respect to each series of Securities, the Company will furnish or
cause to be furnished to the Trustee for the Securities of such Series

          (a)  semiannually, not more than 15 days after each Regular Record
     Date relating to that series (or, if there is no Regular Record Date
     relating to that series, on June 30 and December 31), a list, in such form
     as such Trustee may reasonably require, of the names and addresses of the
     Holders of that series as of such date,

     and

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

provided, however, that if and so long as the Trustee is Security Registrar with
respect to Securities of a particular series no such list shall be required with
respect to the Securities of such series.

Section 702.   Preservation of Information; Communications to Holders.

     (a)  The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 701 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.

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

     (c)  Every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee nor
any agent of either of

                                      -43-
<PAGE>

them shall be held accountable by reason of the disclosure of information as to
the names and addresses of the Holders made pursuant to the Trust Indenture Act.

Section 703.   Reports by Trustee.

     (a)  Within 60 days after May 15 of each year commencing with the year
1996, the Trustee shall transmit to Holders such reports concerning the Trustee
and its actions under this Indenture as may be required pursuant to the Trust
Indenture Act if and to the extent and in the manner provided pursuant thereto.

     (b)  A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange upon which any
Securities are listed, with the Commission and with the Company. The Company
will notify the Trustee when any Securities are listed on any stock exchange.

Section 704.   Reports by Company.

     The Company shall file with the Trustee and the Commission, and transmit to
Holders, such information, documents and other reports, and such summaries
thereof, as may be required pursuant to the Trust Indenture Act at the times and
in the manner provided pursuant to such Act; provided that any such information,
documents or reports required to be filed with the Commission pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, shall be
filed with the Trustee within 15 days after the same is so required to be filed
with the Commission. Delivery of such reports to the Trustee is for
informational purposes only and the Trustee's receipt of such reports shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

Section 705.   Holders' Meetings.

     (a)  A meeting of Holders of any or all series may be called at any time
and from time to time pursuant to the provisions of this Section 705 for any of
the following purposes:

          (1)  to give any notice to the Company or to the Trustee for such
     series, or to give any directions to the Trustee for such series, or to
     consent to the waiving of any default hereunder and its consequences, or to
     take any other action authorized to be taken by Holders pursuant to any of
     the provisions of Article Five;

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

          (3)  to consent to the execution of an indenture or supplemental
     indentures hereto pursuant to the provisions of Section 902;

                                      -44-
<PAGE>

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

     (b)  The Trustee for any series may at any time call a meeting of Holders
of such series to take any action specified in paragraph ((a)) of this Section
705, to be held at such time or times and at such place or places as the Trustee
for such series shall determine. Notice of every meeting of the Holders of any
series, setting forth the time and the place of such meeting and in general
terms the action proposed to be taken at such meeting, shall be given to Holders
of such series in the manner and to the extent provided in Section 105. Such
notice shall be given not less than 20 days nor more than 90 days prior to the
date fixed for the meeting.

     (c)  In case at any time the company, pursuant to a Board Resolution, or
the Holders of at least 10% in aggregate principal amount of the Outstanding
Securities of a series or of all series, as the case may be, shall have
requested the Trustee for such series to call a meeting of Holders of any or all
such series by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee shall not have given the
notice of such meeting within 20 days after the receipt of such request, then
the Company or such Holders may determine the time or times and the place or
places for such meetings and may call such meetings to take any action
authorized by giving notice thereof as provided in the preceding paragraph.

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

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

     The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Holders of such series as provided in paragraph ((c)) of this
Section 705, in which case the Company or the Holders calling the meeting, as
the case may be, shall in like manner appoint a temporary chairman. A permanent
chairman and a permanent secretary of the meeting shall be elected by a majority
vote of the meeting.

     Subject to the provisos in the definition of "Outstanding," at any meeting
each Holder of a Debt Security of the series with respect to which such meeting
is being held or proxy therefor

                                      -45-
<PAGE>

shall be entitled to one vote for each $1,000 principal amount (or such other
amount as shall be specified as contemplated by Section 301) of Securities of
such series held or represented by him; provided, however, that no vote shall be
cast or counted at any meeting in respect of any Security challenged as not
Outstanding and ruled by the chairman of the meeting to be not Outstanding. The
chairman of the meeting shall have no right to vote other than by virtue of
Outstanding Securities of such series held by him or instruments in writing duly
designating him as the person to vote on behalf of Holders of Debt Securities of
such series. Any meeting of Holders with respect to which a meeting was duly
called pursuant to the provisions of paragraph ((b)) or ((c)) of this Section
705 may be adjourned from time to time by a majority of such Holders present and
the meeting may be held as so adjourned without further notice.

     (f)  Voting. The vote upon any resolution submitted to any meeting of
          ------
Holders with respect to which such meeting is being held shall be by written
ballots on which shall be subscribed the signatures of such Holders or of their
representatives by proxy and the serial number or numbers of the Securities held
or represented by them. The permanent chairman of the meeting shall appoint two
inspectors of votes who shall count all votes cast at the meeting for or against
any resolution and who shall make and file with the secretary of the meeting
their verified written reports in duplicate of all votes cast at the meeting. A
record in duplicate of the proceedings of each meeting of Holders shall be
prepared by the secretary of the meeting and there shall be attached to said
record the original reports of the inspectors of votes on any vote by ballot
taken thereat and affidavits by one or more persons having knowledge of the
facts setting forth a copy of the notice of the meeting and showing that said
notice was transmitted as provided in paragraph ((b)) of this Section 705. The
record shall show the serial numbers of the Securities voting in favor of or
against any resolution. The record shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one of the
duplicates shall be delivered to the Company and the other to the Trustee to be
preserved by the Trustee.

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

     (g)  Nothing contained in this Section 705 shall be deemed or construed to
authorize or permit, by reason of any call of a meeting of Holders or any rights
expressly or impliedly conferred hereunder to make such call, any hindrance or
delay in the exercise of any right or rights conferred upon or reserved to the
Trustee or to any Holder under any of the provisions of this Indenture or of the
Securities of any series.

                               ARTICLE EIGHT --
                            CONSOLIDATION, MERGER,
                         CONVEYANCE, TRANSFER OR LEASE

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

     The Company shall not consolidate with or merge into any other Person or
convey, transfer or lease its properties and assets substantially as an entirety
to any Person, and the Company shall not permit any Person to consolidate with
or merge into the Company, unless:

                                      -46-
<PAGE>

          (1)  in case the Company shall consolidate with or merge into another
     Person or convey, transfer or lease its properties and assets substantially
     as an entirety to any Person, the Person formed by such consolidation or
     into which the Company is merged or the Person which acquires by conveyance
     or transfer, or which leases, the properties and assets of the Company
     substantially as an entirety shall be a corporation, partnership or trust,
     shall be organized and validly existing under the laws of the United States
     of America, any State thereof or the District of Columbia and shall
     expressly assume, by an indenture supplemental hereto, executed and
     delivered to the Trustee the due and punctual payment of the principal of
     and any premium and interest on all the Securities and the performance or
     observance of every covenant of this Indenture on the part of the Company
     to be performed or observed;

          (2)  immediately after giving effect to such transaction, and treating
     any indebtedness which becomes an obligation of the Company or a Subsidiary
     as a result of such transaction as having been incurred by the Company or
     such Subsidiary at the time of such transaction, no Event of Default, and
     no event which, after notice or lapse of time or both, would become an
     Event of Default, shall have happened and be continuing;

          (3)  if, as a result of any such consolidation or merger or such
     conveyance, transfer or lease, properties or assets of the company could
     become subject to a Mortgage which would not be permitted by this
     Indenture, the Company or such successor Person, as the case may be, shall
     prior to or contemporaneously with such consolidation, merger, conveyance
     transfer or lease, take such steps as shall be necessary effectively to
     secure the Securities equally and ratably with (or prior to) all
     indebtedness secured thereby; and

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

Section 802.   Successor Substituted.

     Upon any consolidation of the Company with, or merger of the Company into,
any other Person or any conveyance, transfer or lease of the properties and
assets of the Company substantially as an entirety in accordance with Section
801, the successor Person formed by such consolidation or into which the Company
is merged or to which such conveyance, transfer or lease is made shall succeed
to, and be substituted for, and may exercise every right and power of, the
Company under this Indenture with the same effect as if such successor Person
had been named as the Company herein, and thereafter, except in the case of a
lease, the predecessor Person shall be relieved of all obligations and covenants
under this Indenture and the Securities. In the case of a lease, the predecessor
Person shall not be released from its obligations to pay the principal of,
premium, if any, and interest on the Securities. All Securities issued by the
successor Person shall in all respects have the same legal priority as the
Securities theretofore or thereafter authenticated, issued and delivered in
accordance with the terms of this Indenture.

                                      -47-
<PAGE>

                                ARTICLE NINE --
                            SUPPLEMENTAL INDENTURES

Section 901.   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
one or more indentures supplemental hereto, in form satisfactory to the Trustee,
for any of the following purposes:

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

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

          (3)  to add any additional Events of Default for the benefit of the
     Holders of all or any series of Securities (and if such Events of Default
     are to be for the benefit of less than all series of Securities, stating
     that such Events of Default are expressly being included solely for the
     benefit of such series); or

          (4)  to add to or change any of the provisions of this Indenture to
     such extent as shall be necessary to permit or facilitate the issuance of
     Securities in bearer form, registrable or not registrable as to principal
     and with or without interest coupons, or to permit or facilitate the
     issuance of Securities in uncertificated form; or

          (5)  to add to, change or eliminate any of the provisions of this
     Indenture in respect of one or more series of Securities, provided that any
     such addition, change or elimination (i) shall neither (A) apply to any
     Security of any series created prior to the execution of such supplemental
     indenture and entitled to the benefit of such provision nor (B) modify the
     rights of the Holder of any such Security with respect to such provision or
     (ii) shall become effective only when there is no such Security
     Outstanding; or

          (6)  to secure the Securities pursuant to Sections 801 or 1008 or
     otherwise; or

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

                                      -48-
<PAGE>

     facilitate the administration of the trusts hereunder by more than one
     Trustee, pursuant to the requirements of Section 611((b)); or

          (9)  to add to or change any provisions of this Indenture to such
     extent as shall be necessary to permit or facilitate the issuance of
     Securities convertible into other securities; or

          (10) to effectuate the provisions of Section 1405((b)); or

          (11) to supplement any of the provisions of this Indenture to such
     extent as shall be necessary to permit or facilitate the defeasance and
     discharge and covenant defeasance with respect to any series of Securities
     pursuant to Sections 1502 or 1503; provided, however, that any such action
     shall not adversely affect the interests of the Holders of Securities of
     such series or any other series of Securities in any material respect; or

          (12) to add or change or eliminate any provisions of this Indenture as
     shall be necessary or desirable in accordance with any amendments to the
     Trust Indenture Act; or

          (13) to cure any ambiguity, to correct or supplement any provision
     herein which may be defective or inconsistent with any other provision
     herein, or to make any other provisions with respect to matters or
     questions arising under this Indenture, provided that such action pursuant
     to this Clause ((13)) shall not adversely affect the interests of the
     Holders of Securities of any series in any material respect.

          (14) to change any place or places where (1) the principal of and
     premium, if any, and interest, if any, on all or any series of Securities
     shall be payable, (2) all or any series of Securities may be surrendered
     for registration or transfer, (3) all or any series of Securities may be
     surrendered for exchange, and (4) notices and demands to or upon the
     Company in respect of all or any series of Securities and this Indenture
     may be served.

Section 902.   Supplemental Indentures With Consent of Holders.

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

          (1)  change the Stated Maturity of the principal of, or any
     installment of principal of, 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, change the method of
     determination of interest thereon, or reduce the amount of

                                      -49-
<PAGE>

     the principal of an Original Issue Discount Security that would be due and
     payable upon a declaration of acceleration of the Maturity thereof pursuant
     to Section 502, or adversely affect any right of repayment at the option of
     the Holder of any Security, or change any Place of Payment where, or the
     coin or currency in which, any Security or any premium or the interest
     thereon is payable or impair the right of any Holders of Securities of a
     Series entitled to the conversion rights set forth in Article Fourteen to
     receive securities upon the exercise of such conversion rights, or impair
     the right to institute suit for the enforcement of any such payment or
     delivery of Common Stock for Securities converted pursuant to Article
     Fourteen on or after the Stated Maturity thereof (or, in the case of
     redemption or repayment at the option of the Holder, on or after the
     Redemption Date or Repayment Date, as the case may be, or in the case of
     such conversion, on or after the date of conversion), or

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

          (3)  modify any of the provisions of this Section, Section 513 or
     Section 1010, except to increase any such percentage or to provide that
     certain other provisions of this Indenture cannot be modified or waived
     without the consent of the Holder of each Outstanding Security affected
     thereby; provided, however, that this clause shall not be deemed to require
     the consent of any Holder with respect to changes in the references to "the
     Trustee" and concomitant changes in this Section and Section 1010, or the
     deletion of this proviso, in accordance with the requirements of Sections
     611((b)) and 901((8)).

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

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

Section 903.   Execution of Supplemental Indentures.

     In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 601) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

                                      -50-
<PAGE>

Section 904.   Effect of Supplemental Indentures.

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

Section 905.   Conformity with Trust Indenture Act.

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

Section 906.   Reference in Securities to Supplemental Indentures.

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

Section 907.   Notice of Supplemental Indenture.

     Promptly after the execution by the Company and the appropriate Trustee of
any supplemental indenture, the Company shall transmit, as provided herein, to
all Holders of any series of the Debt Securities affected thereby, a notice
setting forth in general terms the substance of such supplemental indenture.

                                ARTICLE TEN --
                                   COVENANTS

Section 1001.       Payment of Principal, Premium and Interest.

     The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of (and premium,
if any) and interest on the Securities of that series in accordance with the
terms of the Securities and this Indenture.

Section 1002.       Maintenance of Office or Agency.

     The Company will maintain in each Place of Payment an office or agency
where Securities may be presented or surrendered for payment, where Securities
may be surrendered for registration of transfer, conversion or exchange and
where notices and demands to or upon the Company in respect of the Securities
and this Indenture may be served. The Company will give prompt written notice to
the Trustee of the location, and any change in the location, of such office or
agency. If at any time the Company terminates the appointment of a Paying Agent
or Security Registrar or conversion agent or otherwise shall fail to maintain
any such required office

                                      -51-
<PAGE>

or agency, the Company shall use its reasonable best efforts to appoint a
successor Paying Agent or Security Registrar or conversion agent reasonably
acceptable to the Trustee. If the Company fails to maintain a Paying Agent or
Security Registrar or conversion agent, the Trustee will act as such, and the
Company hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.

     The Company may also from time to time designate one or more other offices
or agencies where the Securities 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 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.

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

     If the Company shall at any time act as its own Paying Agent with respect
to any series of Securities, it will, on or before each due date of the
principal of (and 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 (and 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.

     Whenever the Company shall have one or more Paying Agents for any series of
Securities, it will, prior to each due date of the principal of (and premium, if
any) or interest on any Securities of that series, deposit with a Paying Agent a
sum sufficient to pay the principal (and premium, if any) or interest so
becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such principal, premium or interest, and (unless such Paying Agent
is the Trustee) the Company 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 (and
     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 written 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 (and premium, if any) or interest on the Securities of
     that series; and

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

                                      -52-
<PAGE>

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

     Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of (and premium, if any)
or interest on any Security of any series and remaining unclaimed for two years
after such principal (and premium, if any) or interest has become due and
payable shall be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in an Authorized Newspaper in
the Borough of Manhattan, The City of New York, 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 1004.       Corporate Existence.

     Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence and that of each Subsidiary and the rights (charter and statutory) and
franchises of the Company and its Subsidiaries; provided, however, that the
Company shall not be required to preserve any such right or franchise if in the
judgment of the Company it shall be necessary, advisable or in the interest of
the Company to discontinue the same.

Section 1005.       Statement by Officers as to Default.

     Pursuant to Section 314(a) of the Trust Indenture Act, the Company will
deliver to the Trustee, within 120 days after the end of each fiscal year of the
Company ending after the date hereof, a certificate signed by the principal
executive, financial or accounting officer of the Company, stating whether or
not to the best knowledge of the signer thereof the Company is in default in the
performance and observance of any of the terms, provisions, covenants and
conditions of this Indenture (without regard to any period of grace or
requirement of notice provided, hereunder) and, if the Company shall be in
default, specifying all such defaults and the nature and status thereof of which
they may have knowledge.

                                      -53-
<PAGE>

Section 1006.       Maintenance of Properties.

     The Company will cause all properties used or useful in the conduct of its
business or the business of any Subsidiary to be maintained and kept in good
condition, repair and working order and supplied with all necessary equipment
and will cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of the Company may
be necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times; provided, however, that
nothing in this Section shall prevent the Company from discontinuing the
operation or maintenance of any of such properties if such discontinuance is, in
the judgment of the Company, desirable in the conduct of its business or the
business of any Subsidiary.

Section 1007.       Payment of Taxes and Other Claims.

     The Company will pay or discharge or cause to be paid or discharged, before
the same shall become delinquent, (1) all taxes, assessments and governmental
charges levied or imposed upon the Company or any Subsidiary or upon the income,
profits or property of the Company or any Subsidiary, and (2) all lawful claims
for labor, materials and supplies which, if unpaid, might by law become a lien
upon the property of the Company or any Subsidiary; provided, however, that the
Company shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim whose amount, applicability
or validity is being contested in good faith by appropriate proceedings.

Section 1008.       Restrictions on Debt.

     The Company will not itself, and will not permit any Subsidiary to, incur,
issue, assume or guarantee any loans, whether or not evidenced by negotiable
instruments or securities, or any notes, bonds, debentures or other similar
evidences of indebtedness for money borrowed (loans, notes, bonds, debentures or
other similar evidences of indebtedness for money borrowed being hereinafter in
this Article called "Debt"), secured by a Mortgage on any Principal Property of
the Company or any Subsidiary, or any shares of Capital Stock or Debt of any
Subsidiary, without effectively providing that the Securities of each series
then Outstanding (together with, if the Company shall so determine, any other
Debt of the Company or such Subsidiary then existing or thereafter created which
is not subordinate to the Securities of each series then Outstanding) shall be
secured equally and ratably with (or, at the option of the Company, prior to)
such secured Debt, so long as such secured Debt shall be so secured, and the
Company will not permit any Subsidiary to incur, issue, assume or guarantee any
unsecured Debt or to issue any Preferred Stock in each instance unless the
aggregate amount of (A) all such Debt, (B) the aggregate preferential amount to
which such Preferred Stock would be entitled on any involuntary distribution of
assets and (C) Attributable Debt of the Company and its Subsidiaries in respect
of sale and leaseback transactions (as defined in Section 1009) would not exceed
10% of Consolidated Net Tangible Assets; provided, however, that this Section
1008 shall not apply to, and there shall be excluded from Debt in any
computation under this Section 1008:

          (1)  Debt secured by Mortgages on any property acquired, constructed
     or improved by the Company or any Subsidiary after the first date on which
     a Security is


                                      -54-
<PAGE>

     authenticated by the Trustee under this Indenture which Mortgages are
     created or assumed contemporaneously with, or within 30 months after, such
     acquisition, or completion of such construction or improvement, or within
     six months thereafter pursuant to a firm commitment for financing arranged
     with a lender or investor within such 30-month period, to secure or provide
     for the payment of all or any part of the purchase price of such property
     or the cost of such construction or improvement incurred after the first
     date on which a Security is authenticated by the Trustee under this
     Indenture, or, in addition to Mortgages contemplated by paragraphs 2 and 3
     below, Mortgages on any property existing at the time of acquisition
     thereof, provided that any such Mortgage shall not apply to any property
     theretofore owned by the Company or any Subsidiary other than, in the case
     of any such construction or improvement, any theretofore unimproved real
     property on which the property so constructed, or the improvement, is
     located;

          (2)  Debt of any corporation existing at the time such corporation is
     merged with or into the Company or a Subsidiary;

          (3)  Debt of any corporation existing at the time such corporation
     becomes a Subsidiary;

          (4)  Debt of a Subsidiary to the Company or to another Subsidiary;

          (5)  Debt secured by Mortgages securing obligations issued by a state,
     territory or possession of the United States, or any political subdivision
     of any of the foregoing, or the District of Columbia, to finance the
     acquisition of or construction on property, and on which the interest is
     not, in the opinion of tax counsel of recognized standing or in accordance
     with a ruling issued by the Internal Revenue Service, includable in gross
     income of the holder by reason of Section 103(A)(1) of the Internal Revenue
     Code (or any successor to such provision) as in effect at the time of the
     issuance of such obligations; and

          (6)  any extension, renewal or replacement (or successive extensions,
     renewals or replacements), as a whole or in part, of any Debt referred to
     in the foregoing clauses ((1)) to ((5)), inclusive; provided, that the
     principal amount of the Debt being extended, renewed or replaced shall not
     be increased and such extension, renewal or replacement, in the case of
     Debt secured by a Mortgage, shall be limited to all or a part of the same
     property, shares of Capital Stock or Debt that secured the Mortgage
     extended, renewed or replaced (plus improvements on such property); and
     provided, further, that this Section 1008 shall not apply to any issuance
     of Preferred Stock by a Subsidiary to the Company or another Subsidiary,
     provided that such Preferred Stock shall not thereafter be transferable to
     any Person other than the Company or a Subsidiary.

The Trustee shall have no duty or liability in monitoring or enforcing the
provisions of this Section, except as otherwise expressly provided in this
Indenture.

                                      -55-
<PAGE>

Section 1009.       Restrictions on Sales and Leasebacks.

     The Company will not itself, and will not permit any Subsidiary to, enter
into any transaction after the first date on which a Security is authenticated
by the Trustee under this Indenture with any bank, insurance company, lender or
other investor, or to which any such bank, insurance company, lender or investor
is a party, providing for the leasing by the Company or a Subsidiary of any
Principal Property which has been or is to be sold or transferred by the Company
or such Subsidiary to such bank, insurance company, lender or investor, or to
any Person to whom funds have been or are to be advanced by such bank, insurance
company, lender or investor on the security of such Principal Property (herein
referred to as a "sale and leaseback transaction") unless, after giving effect
thereto, the aggregate amount of all Attributable Debt with respect to such
transactions plus all Debt to which Section 1008 is applicable would not exceed
10% of Consolidated Net Tangible Assets. This covenant shall not apply to, and
there shall be excluded from Attributable Debt in any computation under this
Section 1009, Attributable Debt with respect to any sale and leaseback
transaction if:

          (1)  the lease in such sale and leaseback transaction is for a period,
     including renewal rights, of not in excess of three years, or

          (2)  the Company or a Subsidiary, within 180 days after the sale or
     transfer shall have been made by the Company or by a Subsidiary, applies an
     amount not less than the greater of the net proceeds of the sale of the
     Principal Property leased pursuant to such arrangement or the fair market
     value of the Principal Property so leased at the time of entering into such
     arrangement (as determined in any manner approved by the Board of
     Directors) to the retirement of Funded Debt of the Company ranking on a
     parity with or senior to the Securities or the retirement of Funded Debt of
     a Subsidiary; provided, however, that the amount to be applied to the
     retirement of such debt of the Company or a Subsidiary shall be reduced by
     (x) the principal amount of any Securities (or other notes or debentures
     constituting Funded Debt) delivered within such 180-day period to the
     Trustee or other applicable trustee for retirement and cancellation and (y)
     the principal amount of such Funded Debt, other than items referred to in
     the preceding clause (x), voluntarily retired by the Company or a
     Subsidiary within 180 days after such sale; and provided, further, that,
     notwithstanding the foregoing, no such retirement may be effected by
     payment at maturity or pursuant to any mandatory sinking fund payment or
     any mandatory prepayment provision, or

          (3)  such sale and leaseback transaction is entered into prior to, at
     the time of, or within 30 months after the later of the acquisition of the
     Principal Property or the completion of construction thereon, or

          (4)  the lease in such sale and leaseback transaction secures or
     relates to obligations issued by a state, territory or possession of the
     United States, or any political subdivision of any of the foregoing, or the
     District of Columbia, to finance the acquisition of or construction on
     property, and on which the interest is not, in the opinion tax counsel of
     recognized standing or in accordance with a ruling issued by the Internal
     Revenue


                                      -56-
<PAGE>

     Service, includable in gross income of the holder by reason of Section
     103(a)(1) of the Internal Revenue Code (or any successor to such provision)
     as in effect at the time of the issuance of such obligations, or

          (5)  such sale and leaseback transaction is entered into between the
     Company and a Subsidiary or between Subsidiaries. The Trustee shall have no
     duty or liability in monitoring or enforcing the provisions of this
     Section, except as otherwise expressly provided in this Indenture.

Section 1010.  Waiver of Certain Covenants.

     The Company may omit in any particular instance to comply with any term,
provision or condition set forth in Section 801((3)) and in Section 1004 and
Sections 1006 to 1009, inclusive, with respect to the Securities of any series
if before the time for such compliance the Holders of at least a majority in
principal amount of the Outstanding Securities of such series shall, by Act of
such Holders, either waive compliance in such instance or generally waive
compliance with such term, provision or condition, but no such waiver shall
extend to or affect such term, provision or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations
of the Company and the duties of the Trustee in respect of any such term,
provision or condition shall remain in full force and effect.

                               ARTICLE ELEVEN --
                           REDEMPTION OF SECURITIES

Section 1101.  Applicability of Article.

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

Section 1102.  Election to Redeem; Notice to Trustee.

     The election of the Company to redeem any Securities shall be evidenced by
a Board Resolution. In case of any redemption at the election of the Company of
less than all the Securities of any series, the Company shall, at least 60 days
prior to the Redemption Date fixed by the Company (unless a shorter notice shall
be satisfactory to the Trustee), notify the Trustee of such Redemption Date, 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 prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction.

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

     If less than all the Securities of any series are to be redeemed (unless
all of the Securities of such series and of a specified tenor are to be
redeemed), the particular Securities to be

                                      -57-
<PAGE>

redeemed shall be selected not more than 60 days prior to the Redemption Date by
the Trustee, from the Outstanding Securities of such series not previously
called for redemption, in a manner which the Trustee deems fair and appropriate,
which may provide for the selection for redemption of portions (equal to the
minimum authorized denomination for Securities of that series or any integral
multiple thereof) of the principal amount of Securities of such series of a
denomination larger than the minimum authorized denomination for Securities of
that series. If the Company shall so specify and identify the appropriate
Securities, Securities owned of record and beneficially by the Company or any
Subsidiary shall not be included in the Securities selected for redemption.

     The Trustee shall promptly notify the Company in writing of the Securities
selected for redemption and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed.

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

Section 1104.  Notice of Redemption.

     Notice of redemption shall, unless otherwise specified by the terms of the
Securities to be redeemed, be given not less than 30 nor more than 60 days prior
to the Redemption Date, to each Holder of Securities to be redeemed, in
accordance with Section 106.

     All notices of redemption shall state:

          (1)  the Redemption Date,

          (2)  the Redemption Price,

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

          (4)  if less than all the Outstanding Securities of any series are to
     be redeemed (unless all the Securities of such series of a specified tenor
     are to be redeemed), the identification (and, in the case of partial
     redemption of any Securities, the principal amounts) of the particular
     Securities to be redeemed,

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

                                      -58-
<PAGE>

          (6)  the place or places where such Securities are to be surrendered
     for payment of the Redemption Price, which shall be the office or agency of
     the Company in each Place of Payment, and

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

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

Section 1105.  Deposit of Redemption Price.

     Prior to any Redemption Date, the Company shall deposit with the Trustee or
with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 1003) an amount of money
sufficient to pay the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date) accrued interest on, all the Securities which
are to be redeemed on that date.

Section 1106.  Securities Payable on Redemption Date.

     Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price, together with accrued interest
to the Redemption Date; provided, however, that, unless otherwise specified as
contemplated by Section 301, installments of interest whose Stated Maturity is
on or prior to the Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 307.

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

Section 1107.  Securities Redeemed in Part.

     Any Security which is to be redeemed only in part shall be surrendered at a
Place of Payment therefor (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities of the same series and of like tenor, of
any authorized denomination as requested by such Holder, in aggregate principal
amount equal to

                                      -59-
<PAGE>

and in exchange for the unredeemed portion of the principal of the Security so
surrendered. If a Global Security is so surrendered, such new Security so issued
shall be a new Global Security.

                               ARTICLE TWELVE --
                                 SINKING FUNDS

Section 1201.  Applicability of Article.

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

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

Section 1202.  Satisfaction of Sinking Fund Payments with Securities.

     The Company (1) may deliver Outstanding Securities of a series (other than
any previously called for redemption) and (2) may apply as a credit Securities
of a series which have been redeemed either at the election of the Company
pursuant to the terms of such Securities or through the application of permitted
optional sinking fund payments pursuant to the terms of such Securities, 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 1203.  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,
which is to be satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied by delivering and crediting Securities of that series
pursuant to Section 1202 and the basis for such credit and will also deliver to
the Trustee any Securities to be so delivered which have not theretofore been
delivered to the Trustee. 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 1103 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner

                                      -60-
<PAGE>

provided in Section 1104. Such notice having been duly given, the redemption of
such Securities shall be made upon the terms and in the manner stated in
Sections 1105, 1106 and 1107.

                              ARTICLE THIRTEEN --
                            REPAYMENT OF SECURITIES
                             AT OPTION OF HOLDERS

Section 1301.  Applicability of Article.

     Securities of any series that are repayable before their Stated Maturity at
the option of the Holders shall be repaid in accordance with their terms and
(except as otherwise specified as contemplated by Section 301 for Securities of
any series) in accordance with this Article.

Section 1302.  Notice of Repayment Date.

     Notice of any Repayment Date with respect to Securities of any series
shall, unless otherwise specified by the terms of the Securities of such series,
be given by the Company not less than 45 nor more than 60 days prior to such
Repayment Date, to the Trustee and to each Holder of Securities of such series
in accordance with Sections 105 and 106, respectively.

     The notice as to Repayment Date shall state:

          (1)  the Repayment Date;

          (2)  the Repayment Price;

          (3)  the place or places where such Securities are to be surrendered
     for payment of the Repayment Price, which shall be the office or agency of
     the Company in each Place of Payment, and the date by which Securities must
     be so surrendered in order to be repaid;

          (4)  a description of the procedure which a Holder must follow to
     exercise a repayment right; and

          (5)  that exercise of the option to elect repayment is irrevocable.

     No failure of the Company to give the foregoing notice shall limit any
Holder's right to exercise a repayment right.

Section 1303.  Deposit of Repayment Price.

     On or prior to any Repayment Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount of
money sufficient to pay the Repayment Price of and (except if the Repayment Date
shall be an Interest Payment Date) accrued interest on, all the Securities of
such series which are to be repaid on that date.

                                      -61-
<PAGE>

Section 1304.  Securities Payable on Repayment Date.

     The form of option to elect repayment having been delivered as specified in
the form of Security for such series as provided in Section 201, the Securities
so to be repaid shall, on the Repayment Date, become due and payable at the
Repayment Price applicable thereto, and from and after such date (unless the
Company shall default in the payment of the Repayment Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for repayment in accordance with said notice, such Security shall
be paid by the Company at the Repayment Price, together with accrued interest to
the Repayment Date; provided, however, that, unless otherwise specified as
contemplated by Section 301, installments of interest whose Stated Maturity is
on or prior to such Repayment Date will 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 Date according to their terms and the
provisions of Section 307.

     If any Security to be repaid shall not be so paid upon surrender thereof
for repayment, the principal shall, until paid, bear interest from the Repayment
Date at the rate prescribed in the Security.

Section 1305.  Securities Repaid in Part.

     Any Security which by its terms may be repaid in part at the option of the
Holder and which is to be repaid only in part shall be surrendered at any office
or agency of the Company designated for that purpose pursuant to Section 1002
(with, if the Company or the Trustee so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or his attorney duly authorized in
writing), and the Company shall execute, and the Trustee shall authenticate and
deliver to the Holder of such Security, without service charge, a new Security
or Securities of the same series and of like tenor, of any authorized
denomination as requested by such Holder, in aggregate principal amount equal to
and in exchange for the unrepaid portion of the principal of the Security so
surrendered. If a Global Security is so surrendered, such new Security so issued
shall be a new Global Security.

                              ARTICLE FOURTEEN --
                           CONVERSION OF SECURITIES

Section 1401.  General.

     If so provided in the terms of the Securities of any series established in
accordance with Section 301, the principal amount of the Securities of such
series shall be convertible into shares of Common Stock in accordance with this
Article Fourteen and the terms of such series of Securities if such terms differ
from this Article Fourteen; provided, however, that if any of the terms by which
any such Security shall be convertible into Common Stock are set forth in a
supplemental indenture entered into with respect thereto pursuant to Section
901((9)) hereof, the terms of such supplemental indenture shall govern.

                                      -62-
<PAGE>

Section 1402.  Right to Convert.

     Subject to and upon compliance with the provisions of this Article, the
Holder of any Security that is convertible into Common Stock shall have the
right, at such Holder's option, at any time on or after the date of original
issue of such Security or such other date specified in the applicable Board
Resolution delivered pursuant to Section 301 and prior to the close of business
on the date set forth in such Board Resolution (or if such Security is called
for redemption, then in respect of such Security to and including but not after
the close of business on the date of redemption unless the Company shall default
in the payment due on such date) to convert the principal amount of any such
Security of any authorized denomination, or, in the case of any Security to be
converted of a denomination greater than the minimum denomination for Securities
of the applicable series, any portion of such principal which is an authorized
denomination or an integral multiple thereof, into that number of fully paid and
nonassessable shares of Common Stock obtained by dividing the principal amount
of such Security or portion thereof surrendered for conversion by the Conversion
Price therefor by surrender of the Security so to be converted in whole or in
part in the manner provided in Section 1403. Such conversion shall be effected
by the Company in accordance with the provisions of this Article and the terms
of the Securities, if such terms differ from this Article.

Section 1403.  Manner of Exercise of Conversion Privilege; Delivery of Common
Stock; No Adjustment for Interest or Dividends.

     In order to effect a conversion, the holder of any Security to be
converted, in whole or in part, shall surrender such Security at the office or
agency maintained by the Company for such purpose, as provided in Section 1002
and shall give written notice of conversion to the Company at such office or
agency that the Holder elects to convert such Security or the portion thereof
specified in said notice. The notice shall state the name or names (with
address), and taxpayer identification number, in which the certificate or
certificates for shares of Common Stock which shall be deliverable on such
conversion shall be registered, and shall be accompanied by payments in respect
of transfer taxes, if required pursuant to Section 1406. Each Security
surrendered for conversion shall, unless the shares of Common Stock deliverable
on conversion are to be issued in the same name as the registration of such
Security, be duly endorsed by or be accompanied by instruments of transfer, in
form satisfactory to the Company, duly executed by the Holder or such Holder's
duly authorized attorney, and by any payment required pursuant to this Section
1403. As promptly as practicable after the surrender of such Security and
notice, as aforesaid, the Company shall deliver or cause to be delivered at such
office or agency to such Holder, or on such Holder's written order, a
certificate or certificates for the number of full shares of Common Stock
deliverable upon the conversion of such Security or portion thereof in
accordance with the provisions of this Article and a check or cash in respect of
any fractional interest in respect of a share of Common Stock arising upon such
conversion as provided in Section 1404. In case any Security of a denomination
greater than the minimum denomination for Securities of the applicable series
shall be surrendered for partial conversion, the Company shall execute and
register and the Trustee shall authenticate and deliver to or upon the written
order of the Company and the Holder of the Security so surrendered, without
charge to such Holder, a new Security or Securities of the same series in
authorized denominations in an

                                      -63-
<PAGE>

aggregate principal amount equal to the unconverted portion of the surrendered
Security. Each conversion shall be deemed to have been effected as of the date
on which such Security shall have been surrendered (accompanied by the funds, if
any, required by the last paragraph of this Section) and such notice received by
the Company, as aforesaid, and the person or persons in whose name or names any
certificate or certificates for shares of Common Stock shall be registrable upon
such conversion shall become on said date the Holder of record of the shares
represented thereby, provided, however, that any such surrender on any date when
the stock transfer books of the Company shall be closed shall constitute the
person in whose name the certificates are to be registered as the record holder
thereof for all purposes on the next succeeding day on which such stock transfer
books are open, but such conversion shall be at the Conversion Price in effect
on the date upon which such Security shall have been so surrendered.

     Any Security or portion thereof surrendered for conversion during the
period from the close of business on the Regular Record Date for any Interest
Payment Date to the opening of business on such Interest Payment Date shall
(unless such Security or portion thereof being converted shall have been called
for redemption or submitted for repayment on a date during such period) be
accompanied by payment, in legal tender or other funds acceptable to the
Company, of an amount equal to the interest otherwise payable on such Interest
Payment Date on the principal amount being converted; provided, however, that no
such payment need be made if there shall exist at the time of conversion a
default in the payment of interest on the applicable series of Securities. An
amount equal to such payment shall be paid by the Company on such Interest
Payment Date to the Holder of such Security on such Regular Record Date;
provided, however, that if the Company shall default in the payment of interest
on such Interest Payment Date, such amount shall be paid to the person who made
such required payment. Except as provided above in this Section, no adjustment
shall be made for interest accrued on any Security converted or for dividends on
any shares issued upon the conversion of such Security as provided in this
Article.

Section 1404.  Cash Payments in Lieu of Fractional Shares.

     No fractional shares of Common Stock or scrip representing fractional
shares of Common Stock shall be delivered upon conversion of Securities. If more
than one Security shall be surrendered for conversion at one time by the same
Holder, the number of full shares of Common Stock which shall be deliverable
upon conversion shall be computed on the basis of the aggregate principal amount
of the Securities (or specified portions thereof to the extent permitted hereby)
so surrendered. Instead of any fraction of a share of Common Stock which would
otherwise be deliverable upon the conversion of any Security, the Company shall
pay to the Holder of such Security an amount in cash (computed to the nearest
cent, with one-half cent being rounded upward) equal to the same fraction of the
closing price (determined in the manner provided in Section 1405((a))((v)) of
the Common Stock on the Trading Day (as defined in Section 1405((a))((v)) next
preceding the date of conversion.

                                      -64-
<PAGE>

Section 1405.  Conversion Price Adjustments; Effect of Reclassification,
Mergers, Consolidations and Sales of Assets.

     (a)  The Conversion Price shall be adjusted from time to time as follows:

          (i)       In case the Company shall (x) pay a dividend or make a
     distribution on the Common Stock in shares of Common Stock, (y) subdivide
     the outstanding Common Stock into a greater number of shares or (z) combine
     the outstanding Common Stock into a smaller number of shares, the
     Conversion Price shall be adjusted so that the Holder of any Security
     thereafter surrendered for conversion shall be entitled to receive the
     number of shares of Common Stock of the Company which such holder would
     have owned or have been entitled to receive after the happening of any of
     the events described above had such Security been converted immediately
     prior to the record date in the case of a dividend or the effective date in
     the case of subdivision or combination. An adjustment made pursuant to this
     subparagraph ((i)) shall become effective immediately after the record date
     in the case of a dividend, except as provided in subparagraph ((vii))
     below, and shall become effective immediately after the effective date in
     the case of a subdivision or combination.

          (ii)      In case the Company shall issue rights or warrants to all
     holders of shares of Common Stock entitling them (for a period expiring
     within 45 days after the record date mentioned below) to subscribe for or
     purchase shares of Common Stock at a price per share less than the current
     market price per share of Common Stock (as defined for purposes of this
     subparagraph ((ii)) in subparagraph ((v)) below), the Conversion Price in
     effect after the record date for the determination of stockholders entitled
     to receive such rights or warrants shall be determined by multiplying the
     Conversion Price in effect immediately prior to such record date by a
     fraction, the numerator of which shall be the number of shares of Common
     Stock outstanding on such record date plus the number of shares of Common
     Stock which the aggregate offering price of the total number of shares of
     Common Stock so offered would purchase at such current market price, and
     the denominator of which shall be the number of shares of Common Stock
     outstanding on the record date for issuance of such rights or warrants plus
     the number of additional shares of Common Stock receivable upon exercise of
     such rights or warrants. Such adjustment shall be made successively
     whenever any such rights or warrants are issued, and shall become effective
     immediately, except as provided in subparagraph ((vii)) below, after such
     record date.

          (iii)     In case the Company shall distribute to all holders of
     Common Stock any shares of capital stock of the Company (other than Common
     Stock) or evidences of its indebtedness or assets (excluding cash dividends
     or distributions paid from retained earnings of the Company or dividends
     payable in Common Stock) or rights or warrants to subscribe for or purchase
     any of its securities (excluding those rights or warrants referred to in
     subparagraph ((ii)) above) (any of the foregoing being hereinafter in this
     subparagraph ((iii)) called the "Assets"), then, in each such case, the
     Conversion Price shall be adjusted so that the same shall equal the price
     determined by multiplying the


                                      -65-
<PAGE>

     Conversion Price in effect immediately prior to the record date for
     determination of stockholders entitled to receive such distribution by a
     fraction the numerator of which shall be the current market price per share
     (as defined for purposes of this subparagraph ((iii)) in subparagraph ((v))
     below) of the Common Stock at such record date for determination of
     stockholders entitled to receive such distribution less the then fair
     market value (as determined by the Board of Directors, whose determination
     shall be conclusive) of the portion of the Assets so distributed applicable
     to one share of Common Stock, and the denominator of which shall be the
     current market price per share (as defined in subparagraph ((v)) below) of
     the Common Stock at such record date. Such adjustment shall become
     effective immediately, except as provided in subparagraph ((vii)) below,
     after the record date for the determination of stockholders entitled to
     receive such distribution.

          (iv)      If, pursuant to subparagraph ((ii)) or ((iii)) above, the
     number of shares of Common Stock into which a Security is convertible shall
     have been adjusted because the Company has declared a dividend, or made a
     distribution, on the outstanding shares of Common Stock in the form of any
     right or warrant to purchase securities of the Company, or the Company has
     issued any such right or warrant, then, upon the expiration of any such
     unexercised right or unexercised warrant, the Conversion Price shall
     forthwith be adjusted to equal the Conversion Price that would have applied
     had such right or warrant never been declared, distributed or issued.

          (v)       For the purpose of any computation under subparagraphs
     ((ii)) or ((iii)) above, the current market price per share of Common Stock
     on any date shall be deemed to be the average of the daily closing prices
     of the Common Stock for the shorter of (i) 30 consecutive Trading Days
     ending on the last full Trading Day on the exchange or market specified in
     the second following sentence prior to the Time of Determination or (ii)
     the period commencing on the date next succeeding the first public
     announcement of the issuance of such rights or warrants or such
     distribution through such last full Trading Day prior to the Time of
     Determination. The term "Time of Determination" as used herein shall be the
     time and date of the earlier of (x) the determination of stockholders
     entitled to receive such rights, warrants, or distributions or (y) the
     commencement of "ex-dividend" trading in the Common Stock on the exchange
     or market specified in the following sentence. The closing price for each
     day shall be the reported last sales price, regular way, or, in case no
     sale takes place on such day, the average of the reported closing bid and
     asked prices, regular way, in either case as reported on the New York Stock
     Exchange Composite Tape or, if the Common Stock is not listed or admitted
     to trading on the New York Stock Exchange at such time, on the principal
     national securities exchange on which the Common Stock is listed or
     admitted to trading or, if not listed or admitted to trading on any
     national securities exchange, on the Nasdaq National Market ("NNM") or, if
     the Common Stock is not quoted on the average of the closing bid and asked
     prices on such day in the over-the-counter market as reported by NNM or, if
     bid and asked prices for the Common Stock on each such day shall not have
     been reported through NNM, the average of the bid and asked prices for such
     date as furnished by any New York Stock Exchange member firm regularly
     making a market in the Common Stock selected for

                                      -66-
<PAGE>

     such purpose by the Company or, if no such quotations are available, the
     fair market value of the Common Stock as determined by a New York Stock
     Exchange member firm regularly making a market in the Common Stock selected
     for such purpose by the Company. As used herein, the term "Trading Day"
     with respect to Common Stock means (x) if the Common Stock is listed or
     admitted for trading on the New York Stock Exchange or another national
     securities exchange, a day on which the New York Stock Exchange or such
     other national securities exchange, as the case may be, is open for
     business or (y) if the Common Stock is quoted on NNM, a day on which trades
     may be made on NNM or (z) otherwise, any day other than a Saturday or
     Sunday or a day on which banking institutions in the State of New York are
     authorized or obligated by law or executive order to close.

          (vi)      No adjustment in the Conversion Price shall be required
     unless such adjustment would require an increase or decrease of at least 1%
     in such price; provided, however, that any adjustments which by reason of
     this subparagraph ((vi)) are not required to be made shall be carried
     forward and taken into account in any subsequent adjustment. All
     calculations under this Section 1405((a)) shall be made to the nearest cent
     or to the nearest .01 of a share, as the case may be, with one-half cent
     and .005 of a share, respectively, being rounded upward. Anything in this
     Section 1405((a)) to the contrary notwithstanding, the Company shall be
     entitled to make such reductions in the Conversion Price, in addition to
     those required by this Section 1405((a)), as it in its discretion shall
     determine to be advisable in order that any stock dividend, subdivision of
     shares, distribution of rights or warrants to purchase stock or securities,
     or distribution of other assets (other than cash dividends) hereafter made
     by the Company to its stockholders shall not be taxable.

          (vii)     In any case in which this Section 1405((a)) provides that an
     adjustment shall become effective immediately after a record date for an
     event, the Company may defer until the occurrence of such event (x) issuing
     to the holder of any Security converted after such record date and before
     the occurrence of such event the additional shares of Common Stock issuable
     upon such conversion by reason of the adjustment required by such event
     over and above the Common Stock issuable upon such conversion before giving
     effect to such adjustment and (y) paying to such holder any amount of cash
     in lieu of any fractional share of Common Stock pursuant to Section 1404.

          (viii)    Whenever the Conversion Price is adjusted as herein
     provided, the Company shall file with the Trustee an Officers' Certificate,
     setting forth the Conversion Price after such adjustment and setting forth
     a brief statement of the facts requiring such adjustment, which certificate
     shall be conclusive evidence of the correctness of such adjustment;
     provided, however, that the failure of the Company to file such Officers'
     Certificate shall not affect the legality or validity of any corporate
     action by the Company.

          (ix)      Whenever the Conversion Price for any series of Securities
     is adjusted as provided in this Section 1405((a)), the Company shall cause
     to be mailed to each holder


                                      -67-
<PAGE>

     of Securities of such series at its then registered address by first-class
     mail, postage prepaid, a notice of such adjustment of the Conversion Price
     setting forth such adjusted Conversion Price and the effective date of such
     adjusted Conversion Price; provided, however, that the failure of the
     Company to give such notice shall not affect the legality or validity of
     any corporate action by the Company.

     (b)  (i)       Notwithstanding any other provision herein to the contrary,
     if any of the following events occur, namely (x) any reclassification or
     change of outstanding shares of Common Stock (other than a change in par
     value, or from par value to no par value, or from no par value to par
     value, or as a result of a subdivision or combination of the Common Stock),
     (y) any consolidation, merger or combination of the Company with or into
     another corporation as a result of which holders of Common Stock shall be
     entitled to receive stock, securities or other property or assets
     (including cash) with respect to or in exchange for such Common Stock, or
     (z) any sale or conveyance of all or substantially all of the assets of the
     Company to any other entity as a result of which holders of Common Stock
     shall be entitled to receive stock, securities or other property or assets
     (including cash) with respect to or in exchange for such Common Stock, then
     appropriate provision shall be made by supplemental indenture so that (A)
     the holder of any outstanding Security that is convertible into Common
     Stock shall have the right to convert such Security into the kind and
     amount of the shares of stock and securities or other property or assets
     (including cash) that would have been receivable upon such
     reclassification, change, consolidation, merger, combination, sale, or
     conveyance by a holder of the number of shares of Common Stock issuable
     upon conversion of such Security immediately prior to such
     reclassification, change, consolidation, merger, combination, sale or
     conveyance and (B) the number of shares of any such other stock or
     securities into which such Security shall thereafter be convertible shall
     be subject to adjustment from time to time in a manner and on terms as
     nearly equivalent as practicable to the terms of adjustment provided for in
     this Section, and Sections 1402, 1403, 1404, 1406, 1407, 1408 and 1409
     shall apply on like terms to any such other stock or securities.

          (ii)      In case of any reclassification or change of the Common
     Stock (other than a subdivision or combination of its outstanding Common
     Stock, or a change in par value, or from par value to no par value, or from
     no par value to par value), or of any consolidation, merger or combination
     of the Company with or into another corporation or of the sale or
     conveyance of all or substantially all of the assets of the Company, the
     Company shall cause to be filed with the Trustee and to be mailed to each
     holder of Securities that are convertible into shares of Common Stock at
     such holder's registered address, the date on which such reclassification,
     change, consolidation, merger, combination, sale or conveyance is expected
     to become effective, and the date as of which it is expected that holders
     of Common Stock shall be entitled to exchange their Common Stock for stock,
     securities or other property deliverable upon such reclassification,
     change, consolidation, merger, combination, sale or conveyance.

                                      -68-
<PAGE>

Section 1406.  Taxes on Shares Issued.

     The delivery of stock certificates upon conversions of Securities shall be
made without charge to the holder converting a Security for any tax in respect
of the issue thereof. The Company shall not, however, be required to pay any tax
which may be payable in respect of any transfer involved in the delivery of
stock registered in any name other than of the holder of any Security converted,
and the Company shall not be required to deliver any such stock certificate
unless and until the person or persons requesting the delivery thereof shall
have paid to the Company the amount of such tax or shall have established to the
satisfaction of the Company that such tax has been paid.

Section 1407.  Shares to be Fully Paid; Compliance with Governmental
Requirements; Listing of Common Stock.

     The Company covenants that all shares of Common Stock which may be
delivered upon conversion of Securities of any series which are convertible into
Common Stock will upon delivery be fully paid and nonassessable by the Company
and free from all taxes, liens and charges with respect to the issue thereof.

     The Company covenants that if any shares of Common Stock to be provided for
the purpose of conversion of Securities hereunder require registration with or
approval of any governmental authority under any Federal or state law before
such shares may be validly delivered upon conversion, the Company will in good
faith and as expeditiously as possible endeavor to secure such registration or
approval, as the case may be.

     The Company further covenants that it will, if permitted by the rules of
the New York Stock Exchange or such other national stock exchange on which the
Common Stock is listed or admitted to trading or if permitted by the rules of
NASDAQ if the Common Stock is approved by it for listing or quotation, list and
keep listed for so long as the Common Stock shall be so listed on such exchange,
upon official notice of issuance, all Common Stock deliverable upon conversion
of Securities of any series which are convertible into Common Stock.

Section 1408.  Responsibility of Trustee.

     Neither the Trustee nor any conversion agent shall at any time be under any
duty or responsibility to any Holder of Securities to determine whether any
facts exist which may require any adjustment of the Conversion Price applicable
to such Securities, or with respect to the nature or extent of any such
adjustment when made, or with respect to the method employed, or herein or in
any supplemental indenture provided to be employed, in making the same. Neither
the Trustee nor any conversion agent shall be accountable with respect to the
validity or value (or the kind or amount) of any shares of Common Stock, or of
any securities or property, which may at any time be delivered upon the
conversion of any Security; and neither the Trustee nor any conversion agent
makes any representation with respect thereto. Neither the Trustee nor any
conversion agent shall be responsible for any failure of the Company to deliver
any shares of Common Stock or stock certificates or other securities or property
or cash upon the surrender of

                                      -69-
<PAGE>

any Security for the purpose of conversion or for any failure of the Company to
comply with any of the covenants of the Company contained in this Article
Fourteen.

Section 1409.  Covenant to Reserve Shares.

     The Company covenants that it will at all times reserve and keep available,
free from pre-emptive rights, out of its authorized but unissued Common Stock,
such number of shares of Common Stock as shall then be deliverable upon the
conversion of all Outstanding Securities of any series of Securities which are
convertible into Common Stock.

Section 1410.  Other Conversions.

     If so provided in a Board Resolution with respect to the Securities of a
series, the principal amount of the Securities of such series shall be
convertible into or exchangeable for a principal amount of other securities of
the Company (which other securities may be issued under this Indenture or
otherwise), and the issuance of such securities upon any such conversion or
exchange shall be made in accordance with the terms of such Board Resolution.

                              ARTICLE FIFTEEN --
                      DEFEASANCE AND COVENANT DEFEASANCE

Section 1501.  Applicability of Article; Company's Option to Effect Defeasance
or Covenant Defeasance.

     If pursuant to Section 301 provision is made for either or both of (a)
defeasance of the Securities of a series under Section 1502 or (b) covenant
defeasance of the Securities of a series under Section 1503, then the provisions
of such Section or Sections, as the case may be, together with the other
provisions of this Article Fifteen, shall be applicable to the Securities of
such series, and the Company may at its option by Board Resolution, at any time,
with respect to the Securities of such series, elect to have either Section 1502
(if applicable) or Section 1503 (if applicable) be applied to the Outstanding
Securities of such series upon compliance with the conditions set forth below in
this Article Fifteen.

Section 1502.  Defeasance and Discharge.

     Upon the Company's exercise of the above option applicable to this Section
with respect to the Outstanding Securities of a particular series, the Company
shall be deemed to have been discharged from its obligations with respect to the
Outstanding Securities of such series on and after the date the conditions
precedent set forth below 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 the Outstanding Securities of
such series and to have satisfied all its other obligations under such
Securities and this Indenture insofar as such Securities are concerned (and the
Trustee, at the expense of the Company and upon Company Request, shall execute
proper instruments acknowledging the same), except for the following which shall
survive until otherwise terminated or discharged hereunder: (A) the rights of
Holders of Outstanding Securities of such series to receive, solely from the
trust fund described

                                      -70-
<PAGE>

in Section 1504 as more fully set forth in such Section, payments of the
principal of and any premium and interest on such Securities when such payments
are due, (B) the Company's obligations with respect to such Securities under
Section 304, 305, 306, 607, 1002 and 1003 and such obligations as shall be
ancillary thereto, (C) the rights, powers, trusts, duties, immunities and other
provisions in respect of the Trustee hereunder and (D) this Article Fifteen.
Subject to compliance with this Article Fifteen, the Company may exercise its
option under this Section 1502 notwithstanding the prior exercise of its option
under Section 1503 with respect to the Securities of such series.

Section 1503.  Covenant Defeasance.

     Upon the Company's exercise of the above option applicable to this Section
with respect to the Outstanding Securities of a particular series, the Company
shall be released from its obligations under Sections 801, 1008 and 1009 (and
any other covenant applicable to such Securities that is determined pursuant to
Section 301 to be subject to covenant defeasance under this Section) and the
occurrence of an event specified in Clause (4) of Section 501 with respect to
any of Sections 801, 1008 or 1009 (and any other Event of Default applicable to
such Securities that is determined pursuant to Section 301 to be subject to
covenant defeasance under this Section) shall not be deemed to be an Event of
Default with respect to the Outstanding Securities of such series on and after
the date the conditions set forth below are satisfied (hereinafter, "covenant
defeasance"). For this purpose, such covenant defeasance means that, with
respect to the Outstanding Securities of such series, 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 Clause whether directly or
indirectly by reason of any reference elsewhere herein to any such Section or
Clause or by reason of any reference in any such Section or Clause to any other
provision herein or in any other document, but the remainder of this Indenture
and such Securities shall be unaffected thereby.

Section 1504.  Conditions to Defeasance or Covenant Defeasance.

     The following shall be the conditions precedent to application of either
Section 1502 or Section 1503 to the Outstanding Securities of a particular
series:

          (1)  The Company shall irrevocably have deposited or caused to be
     deposited with the Trustee (or another trustee satisfying the requirements
     of Section 609 who shall agree to comply with the provisions of this
     Article Fifteen applicable to it) as trust funds in trust for the purpose
     of making the following payments, specifically pledged as security for, and
     dedicated solely to, the benefit of the Holders of such Securities, (A)
     money in an amount, or (B) U.S. Government Obligations which through the
     scheduled payment of principal and interest in respect thereof in
     accordance with their terms will provide, not later than one day before the
     due date of any payment, money in an amount, or (C) a combination thereof,
     sufficient, without reinvestment, in the opinion of a nationally recognized
     firm of independent public accountants expressed in a written certification
     thereto delivered to the Trustee, to pay and discharge, and which shall be
     applied by the Trustee (or other qualifying trustee) to pay and discharge,
     (i) the principal


                                      -71-
<PAGE>

     of and any premium and interest on the Outstanding Securities of such
     series on the maturity of such principal, premium or interest and (ii) any
     mandatory sinking fund payments or analogous payments applicable to the
     Outstanding Securities of such series on the day on which such payments are
     due in accordance with the terms of this Indenture and of such Securities.
     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 Eleven, which shall be given effect in applying the
     foregoing. For this purpose, "U.S. Government Obligations" means securities
     that are (x) direct obligations of the United States of America for the
     payment of which its full faith and credit is pledged or (y) obligations of
     a Person controlled or supervised by and acting as an agency or
     instrumentality of the United States of America the timely payment of which
     is unconditionally guaranteed as a full faith and credit obligation by the
     United States of America, which, in either case, are not callable or
     redeemable at the option of the issuer thereof, and shall also include a
     depositary receipt issued by a bank (as defined in Section 3(a)(2) of the
     Securities Act of 1933, as amended) as custodian with respect to any such
     U.S. Government Obligation or a specific payment of principal of or
     interest on any such U.S. Government Obligation held by such custodian for
     the account of the holder of such depositary 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 depositary receipt from any
     amount received by the custodian in respect of the U.S. Government
     Obligation or the specific payment of principal of or interest on the U.S.
     Government Obligation evidenced by such depositary receipt.

          (2)  No Event of Default or event which with notice or lapse of time
     or both would become an Event of Default with respect to the Securities of
     such series shall have occurred and be continuing (A) on the date of such
     deposit or (B) insofar as subsections 501(6) and (7) are concerned, at any
     time during the period ending on the 91st day after the date of such
     deposit or, if longer, ending on the day following the expiration of the
     longest preference period applicable to the Company in respect of such
     deposit (it being understood that the condition in this condition shall not
     be deemed satisfied until the expiration of such period).

          (3)  Such defeasance or covenant defeasance shall not (A) cause the
     Trustee for the Securities of such series to have a conflicting interest as
     defined in Section 608 or for purposes of the Trust Indenture Act with
     respect to any securities of the Company or (B) result in the trust arising
     from such deposit to constitute, unless it is qualified as, a regulated
     investment company under the Investment Company Act of 1940, as amended.

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

          (5)  In the case of an election under Section 1502, the Company shall
     have delivered to the Trustee an Opinion of Counsel stating that (x) the
     Company has received from, or there has been published by, the Internal
     Revenue Service a ruling, or (y) since


                                      -72-
<PAGE>

     the date 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 the Outstanding
     Securities of such series will not recognize income, gain or loss for
     Federal income tax purposes as a result of such defeasance and will be
     subject to Federal income tax on the same amounts, in the same manner and
     at the same times as would have been the case if such defeasance had not
     occurred.

          (6)  In the case of an election under Section 1503, the Company shall
     have delivered to the Trustee an Opinion of Counsel to the effect that the
     Holders of the Outstanding Securities of such series 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.

          (7)  Such defeasance or covenant defeasance shall be effected in
     compliance with any additional terms, conditions or limitations which may
     be imposed on the Company in connection therewith pursuant to Section 301.

          (8)  The Company shall have delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel, each stating that all conditions
     precedent provided for relating to either the defeasance under Section 1502
     or the covenant defeasance under Section 1503 (as the case may be) have
     been complied with.

Section 1505.  Deposited Money and U.S. Government Obligations to be Held in
Trust; Other Miscellaneous Provisions.

     Subject to the provisions of the last paragraph of Section 1003, all money
and U.S. Government Obligations (including the proceeds thereof) deposited with
the Trustee (or other qualifying trustee -- collectively, for purposes for this
Section 1505, the "Trustee") pursuant to Section 1504 in respect of the
Outstanding Securities of such series shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any Paying Agent (but not
including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities, of all sums due and to become due
thereon in respect of principal, premium and interest, but such money need not
be segregated from other funds except to the extent required by law.

     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the money or U.S. Government
Obligations deposited pursuant to Section 1504 or the principal and interest
received in respect thereof.

     Anything herein to the contrary notwithstanding, the Trustee shall deliver
or pay to the Company from time to time upon Company Request any money or U.S.
Government Obligations held by it as provided in Section 1504 which, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to
effect an equivalent defeasance or covenant defeasance.

                                      -73-
<PAGE>

Section 1506.  Reinstatement.

     If the Trustee or the Paying Agent is unable to apply any money in
accordance with Section 1502 or 1503 with respect to the Securities of any
series by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the
Company's obligations under this Indenture and the Securities of such series
shall be revived and reinstated as though no deposit had occurred pursuant to
this Article Fifteen until such time as the Trustee or Paying Agent is permitted
to apply all such money in accordance with Section 1502 or 1503; provided,
however, that if the Company makes any payment of the principal of or any
premium or interest on any such Security following the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
such Securities to receive such payment from the money held by the Trustee or
the Paying Agent.

                              ARTICLE SIXTEEN --
                          IMMUNITY OF INCORPORATORS,
                     STOCKHOLDERS, OFFICERS AND DIRECTORS

Section 1601.  Immunity of Incorporators, Stockholders, Officers and Directors.

     No recourse under or upon any obligation, covenant or agreement of this
Indenture, or of any Security, or for any claim based thereon or otherwise in
respect thereof, shall be had against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly understood that this Indenture and the
obligations issued hereunder are solely corporate obligations, and that no
personal liability whatever shall attach to, or is or shall be incurred by, the
incorporators, stockholders, officers or directors, as such, of the Company or
any successor corporation, or any of them, because of the creation of the
indebtedness hereby authorized, or under or by this Indenture or in any of the
Securities or implied therefrom; and that any and all such personal liability of
every name and nature, either at common law or in equity or by constitution or
statute, of, and any and all such rights and claims against, every such
incorporator, stockholder, officer or director, as such, because of the creation
of the indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any of the Securities
or implied therefrom are hereby expressly waived and released as a condition of,
and as a consideration for, the execution of this Indenture and the issue of
such Securities.

                                    *  *  *

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

                                      -74-
<PAGE>

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

[SEAL]                            LOWE'S COMPANIES, INC.


                                       /s/ Richard D. Elledge
                                  ------------------------------
                                  By:   Richard D. Elledge
                                  Its:  Vice President

Attest:


     /s/ William C. Warden, Jr
------------------------------
By:   William C. Warden, Jr
Its:  Secretary


[SEAL]                            THE FIRST NATIONAL BANK OF CHICAGO


                                        /s/ R.D. Manella
                                  ------------------------------
                                  By:   R.D. Manella
                                  Its:  Vice President

Attest:


   /s/ Jeffrey L. Kinney
------------------------------
By:   Jeffrey L. Kinney
Its:  Trust Officer

                                      -75-
<PAGE>

State of North Carolina
                           SS:
County of Wilkes


     On the 14th day of December, 1995, before me personally came Richard D.
Elledge, to me known, who, being by me duly sworn, did depose and say that he is
Vice President of LOWE'S COMPANIES, INC., one of the corporations described in
and which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.

[SEAL]                                 /s/ Gloria Hinshaw
                                  ------------------------------
                                          Notary Public



State of Illinois
                           SS:
County of Cook


     On the 14th day of December, 1995, before me personally came R.D. Manella,
to me known, who, being by me duly sworn, did depose and say that he is Vice
President of THE FIRST NATIONAL BANK OF CHICAGO, one of the corporations
described in and which executed the foregoing instrument; that he knows the seal
of said corporation; that the seal affixed to said instrument is such
corporation's seal; that it was so affixed by authority of the Board of
Directors of said corporation, and that he signed his name thereto by like
authority.


[SEAL]                                  /s/ Nilda Sierra
                                  ------------------------------
                                           Notary Public

                                      -76-