<PAGE>

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




                         QUESTAR MARKET RESOURCES, INC.


                                       TO


                                  BANK ONE, NA

                                     Trustee



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




                                    INDENTURE


                           Dated as of March ___, 2001



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





                                 DEBT SECURITIES




------------------------------------------------------------------------------
<PAGE>



                         QUESTAR MARKET RESOURCES, INC.
              Reconciliation and tie between Trust Indenture Act of
                 1939 and Indenture, dated as of March ___, 2001

<TABLE>
<CAPTION>
Trust Indenture
  Act Section                                            Indenture Section
<S>                                                      <C>
Section 310(a)       .................................... 606(d)
                                                          609
                                                          610
           (b)       .................................... 603
                                                          606(d)
Section 311(a)       .................................... 603
           (b)       .................................... 703
Section 312(a)       .................................... 701
                                                          702
           (b)       .................................... 702
           (c)       .................................... 702
Section 313(a)       .................................... 703
           (b)       .................................... 703
           (c)       .................................... 703
                                                          704
           (d)       .................................... 703
Section 314(a)       .................................... 704
           (b)       .................................... Not Applicable
           (c)(1)    .................................... 102
           (c)(2)    .................................... 102
           (c)(3)    .................................... Not Applicable
           (d)       .................................... Not Applicable
           (e)       .................................... 101
                                                          102
                                                          203
Section 315(a)       .................................... 601(a)
           (b)       .................................... 703
           (c)       .................................... 601
           (d)       .................................... 601(a)
           (d)(1)    .................................... 601(a)
           (d)(2)    .................................... 601(c)
           (d)(3)    .................................... 601(e)
           (e)       .................................... Not Applicable
Section 316(a)(1)(A) .................................... 512
           (a)(1)(B) .................................... 513
           (a)(2)    .................................... Not Applicable
           (b)       .................................... 508
Section 317(a)(1)    .................................... 503
           (a)(2)    .................................... 504
           (b)       .................................... 1003


                                       i

<PAGE>

Section 318          .................................... 107
</TABLE>

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


<PAGE>


                                TABLE OF CONTENTS

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

                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

         SECTION 101.      Definitions............................................................................2
         SECTION 102.      Compliance Certificates and Opinions..................................................12
         SECTION 103.      Form of Documents Delivered to Trustee................................................13
         SECTION 104.      Acts of Holders.......................................................................13
         SECTION 105.      Notices, Etc., to Trustee and Company.................................................15
         SECTION 106.      Notice to Holders of Securities; Waiver...............................................16
         SECTION 107.      Conflict with Trust Indenture Act.....................................................17
         SECTION 108.      Effect of Headings and Table of Contents..............................................17
         SECTION 109.      Successors and Assigns................................................................17
         SECTION 110.      Separability Clause...................................................................17
         SECTION 111.      Benefits of Indenture.................................................................17
         SECTION 112.      Governing Law.........................................................................17
         SECTION 113.      Moneys of Different Currencies to be Segregated.......................................17
         SECTION 114.      Payment to be in Proper Currency......................................................18
         SECTION 115.      Language of Notices...................................................................18
         SECTION 116.      Legal Holidays........................................................................18

                                                    ARTICLE TWO

                                                  SECURITY FORMS

         SECTION 201.      Forms Generally.......................................................................19
         SECTION 202.      Form of Trustee's Certificate of Authentication.......................................19
         SECTION 203.      Securities in Global Form.............................................................20

                                                   ARTICLE THREE

                                                  THE SECURITIES

         SECTION 301.      Amount Unlimited; Issuable in Series..................................................20
         SECTION 302.      Currency; Denominations...............................................................24
         SECTION 303.      Execution, Authentication, Delivery and Dating........................................24
         SECTION 304.      Temporary Securities..................................................................26
         SECTION 305.      Registration, Registration of Transfer and Exchange...................................27
         SECTION 306.      Mutilated, Destroyed, Lost and Stolen Securities......................................30
         SECTION 307.      Payment of Interest and Certain Additional Amounts;
                           Rights to Interest and Certain Additional Amounts Preserved...........................31


                                     iii

<PAGE>

         SECTION 308.      Persons Deemed Owners.................................................................33
         SECTION 309.      Cancellation..........................................................................33
         SECTION 310.      Computation of Interest...............................................................34

                                                   ARTICLE FOUR

                                      SATISFACTION, DISCHARGE AND DEFEASANCE

         SECTION 401.      Satisfaction and Discharge of Indenture...............................................34
         SECTION 402.      Application of Trust Money............................................................35
         SECTION 403.      Satisfaction, Discharge and Defeasance of Securities of Any Series....................36

                                                   ARTICLE FIVE

                                                     REMEDIES

         SECTION 501.      Events of Default.....................................................................38
         SECTION 502.      Acceleration of Maturity; Rescission and Annulment....................................40
         SECTION 503.      Collection of Indebtedness and Suits for Enforcement by Trustee.......................41
         SECTION 504.      Trustee May File Proofs of Claim......................................................42
         SECTION 505.      Trustee May Enforce Claims Without Possession of Securities
                           or Coupons............................................................................42
         SECTION 506.      Application of Money Collected........................................................43
         SECTION 507.      Limitation on Suits...................................................................43
         SECTION 508.      Unconditional Right of Holders to Receive Principal and any
                           Premium, Interest and Additional Amounts..............................................44
         SECTION 509.      Restoration of Rights and Remedies....................................................44
         SECTION 510.      Rights and Remedies Cumulative........................................................44
         SECTION 511.      Delay or Omission Not Waiver..........................................................44
         SECTION 512.      Control by Holders....................................................................45
         SECTION 513.      Waiver of Past Defaults...............................................................45
         SECTION 514.      Waiver of Stay or Extension Laws......................................................45
         SECTION 515.      Judgment Currency.....................................................................46

                                                    ARTICLE SIX

                                                    THE TRUSTEE

         SECTION 601.      Certain Rights of Trustee.............................................................46
         SECTION 602.      Not Responsible for Recitals or Issuance of Securities................................48
         SECTION 603.      May Hold Securities...................................................................48
         SECTION 604.      Money Held in Trust...................................................................48
         SECTION 605.      Compensation and Reimbursement........................................................48
         SECTION 606.      Resignation and Removal; Appointment of Successor.....................................49


                                       iv

<PAGE>

         SECTION 607.      Acceptance of Appointment by Successor................................................50
         SECTION 608.      Merger, Conversion, Consolidation or Succession to Business...........................51
         SECTION 609.      Corporate Trustee Required; Eligibility...............................................52
         SECTION 610.      Appointment of Authenticating Agent...................................................52
         SECTION 611.      Notice of Defaults....................................................................54

                                                   ARTICLE SEVEN

                                 HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

         SECTION 701.      Company to Furnish Trustee Names and Addresses of Holders.............................54
         SECTION 702.      Preservation of Information; Communications to Holders................................54
         SECTION 703.      Reports by Trustee....................................................................55
         SECTION 704.      Reports by Company....................................................................55

                                                   ARTICLE EIGHT

                                           CONSOLIDATION, MERGER OR SALE

         SECTION 801.      Consolidation, Merger or Sale.........................................................56
         SECTION 802.      Successor Corporation Substituted.....................................................56

                                                   ARTICLE NINE

                                              SUPPLEMENTAL INDENTURES

         SECTION 901.      Supplemental Indentures Without Consent of Holders....................................57
         SECTION 902.      Supplemental Indentures with Consent of Holders.......................................58
         SECTION 903.      Execution of Supplemental Indentures..................................................60
         SECTION 904.      Effect of Supplemental Indentures.....................................................60
         SECTION 905.      Conformity with Trust Indenture Act...................................................60
         SECTION 906.      Reference in Securities to Supplemental Indentures....................................60

                                                    ARTICLE TEN

                                                     COVENANTS

         SECTION 1001.     Payment of Principal, Premium and Interest and
                                    Additional Amounts...........................................................60
         SECTION 1002.     Maintenance of Office or Agency.......................................................61
         SECTION 1003.     Money for Securities Payments to Be Held in Trust.....................................62
         SECTION 1004.     Additional Amounts....................................................................63
         SECTION 1005.     Corporate Existence...................................................................64
         SECTION 1006.     Limitation on Liens...................................................................64


                                       v

<PAGE>

         SECTION 1008.     Waiver of Covenant....................................................................69
         SECTION 1009.     Statements as to Compliance; Notice of Certain Defaults...............................69

                                                  ARTICLE ELEVEN

                                             REDEMPTION OF SECURITIES

         SECTION 1101.     Applicability of Article..............................................................70
         SECTION 1102.     Election to Redeem; Notice to Trustee.................................................70
         SECTION 1103.     Selection by Trustee of Securities to be Redeemed.....................................70
         SECTION 1104.     Notice of Redemption..................................................................71
         SECTION 1105.     Deposit of Redemption Price...........................................................72
         SECTION 1106.     Securities Payable on Redemption Date.................................................72
         SECTION 1107.     Securities Redeemed in Part...........................................................73

                                                  ARTICLE TWELVE

                                                   SINKING FUNDS

         SECTION 1201.     Applicability of Article..............................................................73
         SECTION 1202.     Satisfaction of Sinking Fund Payments with Securities.................................73
         SECTION 1203.     Redemption of Securities for Sinking Fund.............................................74

                                                 ARTICLE THIRTEEN

                                        REPAYMENT AT THE OPTION OF HOLDERS

         SECTION 1301.     Applicability of Article..............................................................74

                                                 ARTICLE FOURTEEN

                                         SECURITIES IN FOREIGN CURRENCIES

         SECTION 1401.     Applicability of Article..............................................................75

                                                  ARTICLE FIFTEEN

                                         MEETINGS OF HOLDERS OF SECURITIES

         SECTION 1501.     Purposes for Which Meetings May be Called.............................................75
         SECTION 1502.     Call, Notice and Place of Meetings....................................................75
         SECTION 1503.     Persons Entitled to Vote at Meetings..................................................76
         SECTION 1504.     Quorum; Action........................................................................76
         SECTION 1505.     Determination of Voting Rights; Conduct and Adjournment


                                      vi


<PAGE>

                                    of Meetings..................................................................77
         SECTION 1506.     Counting Votes and Recording Action of Meetings.......................................78
</TABLE>

                                       vii



<PAGE>



                  INDENTURE, dated as of March ___, 2001 (the "Indenture"),
between QUESTAR MARKET RESOURCES, INC., a corporation duly organized and
existing under the laws of the State of Utah (herein called "Company"), having
its principal office at 180 East 100 South Street, Salt Lake City, Utah 84111,
and BANK ONE, NA, a national banking association duly incorporated and existing
under the laws of the United States of America (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
debentures, notes or other evidences of indebtedness (herein called the
"Securities"), unlimited as to principal amount, to bear such rates of interest,
to mature at such time or times, to be issued in one or more series and to have
such other provisions as shall be fixed as hereinafter provided.

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

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

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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


                                       1


<PAGE>




                                   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 to any computation required or permitted pursuant
to, and relating to any covenant of the Company contained in, any indenture
supplemental hereto relating to any series of Securities, which such
computation (unless otherwise provided in such supplemental indenture) shall
be made in accordance with generally accepted accounting principles as are
generally accepted at the date of such supplemental indenture, or except as
otherwise herein or in any indenture supplemental hereto 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

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

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

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

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

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

                  "Affiliate" of any specified Person means any other person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership


                                      2

<PAGE>

of voting securities, by contract or otherwise; and the terms "controlling"
and "controlled" have meanings correlative to the foregoing.

                  "Attributable Debt" means, as of the date of determination,
the present value of net rent for the remaining term of a capital lease,
determined in accordance with GAAP, which is part of a Sale and Leaseback
Transaction, including any periods for which the lessee has the right to renew
or extend the lease. For purposes of the foregoing, "net rent" means the sum of
capitalized rental payments required to be paid by the lessee, other than
amounts required to be paid by the lessee for maintenance, repairs, insurance,
taxes, assessments, energy, fuel, utilities and similar charges. In the case of
a capital lease which is terminable by 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 to be 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 610 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 place of publication, printed in the official language of the
country of publication and customarily published on each Business Day, whether
or not published on Saturdays, Sundays or holidays. Whenever successive weekly
publications in an Authorized Newspaper are authorized or required hereunder,
they may be made (unless otherwise expressly provided herein) on the same or
different days of the week and in the same or different Authorized Newspapers.

                  "Bearer Security" means any Security in the form of bearer
securities established pursuant to Section 201 which is payable to bearer and is
not a Registered Security.

                  "Board of Directors" means either the Board of Directors of
the Company or any duly authorized committee of that Board.

                  "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.

                  "Book-Entry Security" means a security evidencing all or part
of a series of Securities, issued to the Depositary for such series of
Securities in accordance with Section 303, and bearing the legend prescribed in
Section 303.

                  "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.

                  "Change of Control" means the occurrence of any of the
following:


                                       3


<PAGE>

                  (a) Questar Corporation or any of its affiliates ceases to
own, directly or indirectly, beneficially or of record or otherwise,
collectively more than 50% of the aggregate voting power of the voting stock of
the Company (or its successor by merger, consolidation or purchase of all or
substantially all of its assets);

                  (b) the sale, lease, transfer, conveyance or other
disposition (other than by way of merger or consolidation), in one or a
series of related transactions, of all or substantially all of the assets of
the Company and its Subsidiaries taken as a whole to any person or group (as
such term is used in Sections 13(d) and 14(d) of the Exchange Act) other than
to Questar Corporation or any of its affiliates; or

                  (c) the adoption by the stockholders of the Company of a plan
or proposal of the liquidation or dissolution of the Company.

                  "Commission" means the Securities and Exchange Commission, as
from time to time constituted, created under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), 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.

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

                  "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
Vice 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 Capitalization" means, without duplication, the
sum of (a) the principal amount of Consolidated Funded Debt of the Company and
its Subsidiaries at the time outstanding, (b) the total capital represented by
the capital stock of the Company and its Subsidiaries at the time outstanding,
based, in the case of stock having par value, upon its par value, and in the
case of stock having no par value, upon the value stated on the books of the
Company, (c) the total amount of (or less the amount of any deficit in) retained
earnings and paid-in capital of the Company and its Subsidiaries, (d) reserves
for deferred federal and state income taxes arising from timing differences, and
(e) Attributable Debt, all as shown on a consolidated balance sheet of the
Company and its Subsidiaries prepared in accordance with GAAP; PROVIDED that in
determining the consolidated retained earnings and paid-in capital of the
Company and its Subsidiaries no effect shall be given to any unrealized write-up
or write-down in the value of assets or any amortization thereof, except for
accumulated provisions for depreciation, depletion, amortization and property
retirement which shall have been created by charges made by the Company or any
of its Subsidiaries on its books.


                                       4

<PAGE>


                  "Consolidated Funded Debt" means the Funded Debt of the
Company and its Subsidiaries, consolidated in accordance with GAAP.

                  "Corporate Trust Office" means the principal office of the
Trustee in Chicago, Illinois, at which at any particular time its corporate
trust business shall be administered, which office at the date of initial
execution of this Indenture, as to the Trustee, is 1 Bank One Plaza, Suite 0126,
Chicago, Illinois 60602, Attention: Corporate Trust Department.

                  "Corporation" includes corporations, partnerships, limited
liability companies, associations, companies and business trusts.

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

                  "Currency" or "Money", with respect to any payment, deposit or
other transfer in respect of the principal of or any premium or interest on or
any Additional Amounts with respect to any Security, means the unit or units of
legal tender for the payment of public and private debts (or any composite
thereof) in which such payment, deposit or other transfer is required to be made
by or pursuant to the terms hereof and, with respect to any other payment,
deposit or transfer pursuant to or contemplated by the terms hereof, means
Dollars.

                  "Currency Indexed Note" means any Security with the amount of
principal payments determined by reference to an index Currency.

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

                  "Depositary" or "U.S. Depositary" means, with respect to the
Securities of any series issuable or issued in whole or in part in global form,
including Book-Entry Securities, the Person designated as Depositary or "U.S.
Depositary" by the Company pursuant to Section 301 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" shall be a collective reference to such Persons. "Depositary" as
used with respect to the Securities of any such series shall mean the Depositary
with respect to the Securities of that series.

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

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

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

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


                                       5

<PAGE>

                  "Funded Debt" means all Indebtedness that will mature,
pursuant to a mandatory sinking fund or prepayment provision or otherwise, and
all installments of Indebtedness that will fall due, more than one year from the
date of determination. In calculating the maturity of any Indebtedness, there
shall be included the term of any unexercised right of the debtor to renew or
extend such Indebtedness existing at the time of determination.

                  "GAAP" means generally accepted accounting principles in the
United States, as in effect on the date on which the determination is to be made
under the Indenture.

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

                  "Holder" means, with respect to a Registered Security, the
Person in whose name a Security is registered in the Security Register and, with
respect to a Bearer Security (or any temporary Global Security), and/or Coupons,
the bearer thereof.

                  "Indebtedness" means all items of indebtedness for borrowed
money (other than unamortized debt discount and premium) which would be included
in determining total liabilities as shown on the liability side of a balance
sheet prepared in accordance with GAAP as of the date as of which Indebtedness
is to be determined, and shall include indebtedness for borrowed money (other
than unamortized debt discount and premium) with respect to which the Company
or any Subsidiary customarily pays interest secured by any mortgage, pledge or
other lien or encumbrance of or upon, or any security interest in, any
properties or assets owned by the Company or any Subsidiary, whether or not the
Indebtedness secured thereby shall have been assumed, and shall also include
guarantees of Indebtedness of others; PROVIDED that in determining Indebtedness
of the Company or any Subsidiary there shall be included the aggregate
liquidation preference of all outstanding securities of any Subsidiary senior to
its Common Stock that are not owned by the Company or a Subsidiary; and
PROVIDED, FURTHER, that Indebtedness of any Person shall not include the
following:


                                       6

<PAGE>

                  (d) any indebtedness evidence of which is held in treasury
(but the subsequent resale of such indebtedness shall be deemed to constitute
the creation thereof); or

                  (e) any particular indebtedness if, upon or prior to the
maturity thereof, there shall have been deposited with a depository (or set
aside and segregated, if permitted by the instrument creating such
indebtedness), in trust, money (or evidence of such indebtedness as permitted by
the instrument creating such indebtedness) in the necessary amount to pay,
redeem or satisfy such indebtedness; or

                  (f) any indebtedness incurred to finance oil, natural gas,
hydrocarbon, inert gas or other mineral exploration or development to the extent
that the issuer thereof has outstanding advances to finance oil, natural gas,
hydrocarbon, inert gas or other mineral exploration or development, but only to
the extent such advances are not in default; or

                  (g) any indebtedness incurred without recourse to the Company
or any Subsidiary; or

                  (h) any indebtedness incurred to finance advance payments for
gas (pursuant to take-or-pay provisions or otherwise), but only to the extent
that such advance payments are pursuant to gas purchase contracts entered into
in the normal course of business; or

                  (i) any amount (whether or not included in determining total
liabilities as shown on the liability side of a balance sheet prepared in
accordance with GAAP) representing capitalized rent under any lease; or

                  (j) any indirect guarantees or other contingent obligations in
respect of indebtedness of other Persons, including agreements, contingent or
otherwise, with such other Persons or with third parties with respect to, or to
permit or assure the payment of, obligations of such other Persons, including,
without limitation, agreements to purchase or repurchase obligations of such
other Persons, to advance or supply funds to, or to invest in, such other
Persons, or to pay for property, products or services of such other Persons
(whether or not conveyed, delivered or rendered); demand charge contracts,
through-put, take-or-pay, keep-well, make-whole or maintenance of working
capital or similar agreements; or guarantees with respect to rental or similar
periodic payments to be made by such other Persons.

                  "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 with respect to any Security, by the terms and provisions of such Security
and any Coupon appertaining thereto established as contemplated by Section 301
(as such terms and provisions may be amended pursuant to the applicable
provisions hereof) PROVIDED, HOWEVER, that, if at any time more than one Person
is acting as Trustee under this Indenture due to the appointment of one or more
separate Trustees for any one or more separate series of Securities, "Indenture"
shall mean, with respect to such series of Securities for which any such Person
is Trustee, this Indenture 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 for which such Person is Trustee established as
contemplated by Section 301, exclusive, however, of any provisions or terms
which relate solely to other series of Securities for


                                       7

<PAGE>

which such Person is not Trustee, regardless of when such terms or provisions
were adopted and exclusive of any provisions or terms adopted by means of one
or more indentures supplemental hereto executed and delivered after such
Person had become such Trustee but to which such Person, as such Trustee, was
not a party.

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

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

                  "Interest", 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.

                  "Legal Holiday", with respect to any Place of Payment or other
location, means a Saturday, a Sunday or a day on which banking institutions or
trust companies in such Place of Payment or other location are authorized or
obligated to be closed.

                  "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, notice of
option to elect repayment or otherwise and includes any Redemption Date.

                  "Moody's" means Moody's Investors Service or, if Moody's
Investors Service shall cease rating debt securities having a maturity at
original issue of at least one year and such ratings business shall have been
transferred to a successor Person, such successor Person; provided, however,
that if there is no successor Person, then "Moody's" shall mean any other
national recognized rating agency, other than S&P, that rates debt securities
having a maturity at original issuance of at least one year and that shall have
been designated by the Company.

                  "New York Business Day" means each weekday which is not a day
on which banking institutions in New York City are authorized or obligated by
law to close.

                  "Office or Agency", with respect to any Securities, means an
office or agency of the Company maintained or designated in a Place of Payment
for such Securities pursuant to Section 1002 or


                                       8

<PAGE>

any other office or agency of the Company maintained or designated for such
Securities pursuant to Section 1002 or, to the extent designated or required
by Section 1002 in lieu of such office or agency, the Corporate Trust Office
of the Trustee.

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

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

                  "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 cancelled by the Trustee or the
Security Registrar or delivered to the Trustee or the Security Registrar for
cancellation;

                  (ii) Securities for whose payment or redemption (a) 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 or (b) U.S. Government
Obligations or Foreign Government Securities as contemplated by Section 403
in the necessary amount have been theretofore deposited with the Trustee in
trust for the Holders of such Securities in accordance with Section 403;
PROVIDED that, if such Securities are to be redeemed, notice of such
redemption has been duly given pursuant to this Indenture or provisions
therefor satisfactory to the Trustee has been made;

                  (iii) any such Security with respect to which the Company has
effected defeasance pursuant to Section 403 hereof; and

                  (iv) 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;

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Holders of Securities for quorum purposes, the principal amount


                                       9

<PAGE>


of any Original Issue Discount Securities that shall be deemed to be
Outstanding for such purposes shall be equal to 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, the principal amount of a Security denominated other than in
Dollars shall be deemed to be that amount of Dollars that could be obtained
for such principal amount on the basis of the spot rate of exchange for such
Foreign Currency or such currency unit as determined by the Company or by an
authorized exchange rate agent, the principal amount of any indexed Security
that may be counted in making such determination and that shall be deemed
outstanding for such purpose shall be equal to the principal face amount of
such Indexed Security at original issuance, unless otherwise provided in or
pursuant to this Indenture, and 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.

                  "Paying Agent" means any Person, which may be the Company,
authorized by the Company to pay the principal of (and premium, if any) or
interest on, or any Additional Amounts with respect to any Securities or any
Coupon 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, or any Additional Amounts with respect to, the Securities
of that series are payable as specified and 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 or any Security to which
a mutilated, destroyed, lost or stolen Coupon appertains shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security or
the Security to which a mutilated, destroyed, lost or stolen Coupon appertains.

                  "Rating Agencies" means Moody's and S&P.

                  "Rating Date" means the earlier of the date of public notice
of (i) the occurrence of a Change of Control or (ii) the intention of the
Company to effect a Change of Control.

                  "Rating Decline" shall be deemed to have occurred if, no later
than 90 days after the Rating Date (which period shall be extended so long as
the rating of the Securities is under publicly


                                      10

<PAGE>

announced consideration for possible downgrade by either of the Rating
Agencies), either of the Rating Agencies assigns a rating to the Securities
that is lower than an investment grade rating. An investment grade rating
with respect to Moody's shall mean a rating of "Baa3" or higher and an
investment grade rating with respect to S&P shall mean a rating of "BBB-" or
higher.

                  "Redemption Date", when used with respect to any Security or
portion thereof 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 or
portion thereof to be redeemed, means the price at which it is to be redeemed
pursuant to this Indenture.

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

                  "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.

                  "Required Currency" has the meaning specified in Section 114.

                  "Responsible Officer", when used with respect to the Trustee,
means an officer of the Corporate Trust Department of the Trustee engaged in the
administration of corporate trust matters.

                  "S&P" means Standard & Poor's Ratings Services or, if Standard
& Poor's Ratings Services shall cease rating debt securities having a maturity
at original issue of at least one year and such ratings business shall have been
transferred to a successor Person, such successor Person; provided, however,
that if there is no successor Person, then "S&P" shall mean any other national
recognized rating agency, other than Moody's, that rates debt securities having
a maturity at original issuance of at least one year and that shall have been
designated by the Company.

                  "Sale and Leaseback Transaction" means an arrangement in which
the Company or a Subsidiary sells any of its property which was placed into
service more than 120 days prior to such sale to a Person and leases it back
from that Person within 180 days of the sale.

                  "Security" or "Securities" has the meaning stated in the first
recital of this Indenture and more particularly means any Securities
authenticated and delivered under this Indenture; provided, however, that, if at
any time there is more than one Person acting as Trustee under this Indenture,
"Securities" shall mean Securities authenticated and delivered under this
Indenture, exclusive, however, of Securities of any series as to which such
Person is not Trustee.

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

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


                                      11

<PAGE>

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

                  "Subsidiary" means 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.

                  "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" shall mean each
such Person, and 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 amended, as in force at the date as of which this instrument was executed,
except as provided in Section 905.

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

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

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

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


                                     12


<PAGE>


SECTION 102.      COMPLIANCE CERTIFICATES AND OPINIONS.

                  Upon any Company Request made 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 Company Request as to which the furnishing of such
documents or any of them is specifically required by any provision of this
Indenture relating to such particular Company Request, no additional certificate
or opinion need be furnished. Each such Officers' Certificate and Opinion of
Counsel shall comply with Section 314(e) of the Trust Indenture Act.

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

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

SECTION 104.      ACTS OF HOLDERS.

                  (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. If, but only if, Securities of a series are
issuable as Bearer Securities, any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be
given or taken by Holders of Securities of such series may, alternatively, be
embodied in and evidenced by the record of Holders of Securities of such
series voting in favor thereof, either in person or by proxies


                                       13

<PAGE>

duly appointed in writing, at any meeting of Holders of Securities of such
series duly called and held in accordance with the provisions of Article
Fifteen, or a combination of such instruments and any such record. Except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments or record or both are delivered to the Trustee
and, where it is hereby expressly required, to the Company. Such instrument
or instruments and any such record (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the
Holders signing such instrument or instruments or so voting at any such
meeting. Proof of execution of any such instrument or of a writing appointing
any such agent, or of the holding by any Person of a Security, shall be
sufficient for any purpose of this Indenture and (subject to Section 315 of
the Trust Indenture Act) conclusive in favor of the Trustee and the Company
and any agent of the Trustee or the Company, if made in the manner provided
in this Section. The record of any meeting of Holders of Securities shall be
proved in the manner provided in Section 1506.

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

                  The Trustee or the Company shall fix a record date for the
purpose of determining the Persons who are beneficial owners of interest in any
permanent global Security held by a U.S. Depositary entitled under the
procedures of such U.S. 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.

                  (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, principal amount and serial numbers of
Bearer Securities held by any Person, and the date of the commencement and the
date of termination of holding the same, may be proved by the production of such
Bearer Securities or by a certificate executed, as Depositary, by any


                                       14

<PAGE>




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

                  (d) The fact and date of execution of any such instrument or
writing pursuant to clause (c) above, the authority of the Person executing the
same and the principal amount and serial numbers of Bearer Securities held by
the Person so executing such instrument or writing and the date of the com
mencement and the date of termination of holding the same may also be proved in
any other manner which the Trustee deems sufficient; and the Trustee may in any
instance require further proof with respect to any of the matters referred to in
this clause.

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

                  (f) 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, any
Security Registrar, any Paying Agent or the Company in reliance thereon, whether
or not notation of such action is made upon such Security.

                  (g) Whenever for purposes of any Act to be taken hereunder by
the Holders of a series of Securities denominated in a Foreign Currency (or any
currency unit), the principal amount of Securities is required to be determined,
the aggregate principal amount of such Securities shall be deemed to be that
amount of Dollars that could be obtained for such principal amount on the basis
of the spot rate of exchange for such Foreign Currency or such currency unit as
determined by the Company or by an authorized exchange rate agent and evidenced
to the Trustee by an Officers' Certificate as of the date taking of such Act by
the Holders of the requisite percentage in principal amount of the Securities is
evi denced to the Trustee. An exchange rate agent may be authorized in advance
or from time to time by the Company, and may be the Trustee or its Affiliate.
Any such determination by the Company or by any such exchange rate agent shall
be conclusive and binding on all Holders, the Company and the Trustee, and
neither the Company nor any such exchange rate agent shall be liable therefor in
the absence of bad faith.

                  (h) If the Company shall solicit from the Holders of any
Registered Securities, any request, demand, authorization, direction, notice,
consent, waiver or other Act, the Company may, at its option, by or pursuant to
a Board Resolution, fix in advance a record date for the determination of
Holders of Registered Securities entitled to give such request, demand,
authorization, direction, notice, consent,


                                       15

<PAGE>


waiver or other Act, but the Company shall have no obligation to do so. If
such a record date is fixed, such request, demand, authorization, direction,
notice, consent, waiver or other Act may be given before or after such record
date, but only the Holders of Registered Securities of record at the close of
business on such record date shall be deemed to be Holders for the purposes
of determining whether Holders of the requisite proportion of Outstanding
Securities have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other Act, and for that
purpose the Outstanding Securities shall be computed as of such record date;
PROVIDED that no such authorization, agreement or consent by the Holders on
such record date shall be deemed effective unless it shall become effective
pursuant to the provisions of this Indenture not later than six months after
the 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, 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 office specified in the first
paragraph of this instrument or at any other address previously furnished in
writing to the Trustee by the Company.

SECTION 106.      NOTICE TO HOLDERS OF SECURITIES; WAIVER.

                  Where this Indenture provides for notice to Holders of
Securities of any event, (i) if any of the Securities affected by such event are
Registered Securities, such notice to the Holders thereof shall be sufficiently
given (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each such Holder affected by such event, at his
address as it appears in the Security Register, within the time prescribed for
the giving of such notice and (ii) if any of the Securities affected by such
event are Bearer Securities, notice to the Holders thereof shall be sufficiently
given (unless otherwise herein or in the terms of such Bearer Securities
expressly provided) if published once in an Authorized Newspaper in New York,
New York, and in such other city or cities, if any, as may be specified in such
Securities and, if the Securities of such series are listed on any stock
exchange outside the United States, in any place at which such Securities are
listed on a securities exchange to the extent that such securities exchange so
requires, and mailed to such Persons whose names and addresses as were
previously filed with the Trustee, within the time prescribed for giving 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. In case by reason of the suspension of publication of any
Authorized Newspaper or Authorized Newspapers or by reason of any other cause it
shall be impracticable to publish any notice to Holders of


                                      16

<PAGE>


Bearer Securities as provided above, then such publication in lieu thereof as
shall be made with the approval of the Trustee shall constitute a sufficient
publication of such notice. Neither failure to give notice by publication to
Holders of Bearer Securities as provided above, nor any defect in any notice
so published, shall affect the sufficiency of any notice mailed to Holders of
Registered Securities as provided above.

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

                  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.

SECTION 107.      CONFLICT WITH TRUST INDENTURE ACT.

                  This Indenture is subject to the Trust Indenture Act and if
any provision hereof limits, qualifies or conflicts with a provision of the
Trust Indenture Act that is required under such Trust Indenture Act to be a part
of and govern this Indenture, the latter provision 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 to be 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.

SECTION 110.      SEPARABILITY CLAUSE.

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


                                       17

<PAGE>

SECTION 111.      BENEFITS OF INDENTURE.

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

SECTION 112.      GOVERNING LAW.

                  This Indenture, the Securities and any Coupons shall be
governed by and construed in accordance with the laws of the State of New York
applicable to agreements made or instruments entered into and, in each case,
performed in such state.

SECTION 113.      MONEYS OF DIFFERENT CURRENCIES TO BE SEGREGATED.

                  The Trustee shall segregate monies, funds, and accounts held
by the Trustee hereunder in one currency (or unit thereof) from any monies,
funds or accounts in any other currencies (or units thereof), notwithstanding
any provision herein which would otherwise permit the Trustee to commingle such
amounts.

SECTION 114.      PAYMENT TO BE IN PROPER CURRENCY.

                  The following provisions of this Section 114 shall apply to
the extent permitted by applicable law: In the case of any Security payable in
any particular currency or currency unit (the "Required Currency"), except as
otherwise provided herein, therein or in or pursuant to the related Board
Resolution or supplemental indenture or as contemplated by Section 301, the
obligation of the Company to make any payment of principal, premium or interest
thereon shall not be discharged or satisfied by any tender by the Company, or
recovery by the Trustee, in any currency or currency unit other than the
Required Currency, except to the extent that such tender or recovery shall
result in the Trustee timely holding the full amount of the Required Currency
then due and payable. If any such tender or recovery is made in other than the
Required Currency, the Trustee may, but shall not be obligated to, take such
actions as it considers appropriate to exchange such other currency or currency
unit for the Required Currency. The costs and risks of any such exchange,
including without limitation the risks of delay and exchange rate fluctuation,
shall be borne by the Company, the Company shall remain fully liable for any
shortfall or delinquency in the full amount of the Required Currency then due
and payable and in no circumstances shall the Trustee be liable therefor. The
Company hereby waives any defense of payment based upon any such tender or
recovery which is not in the Required Currency, or which, when exchanged for the
Re quired Currency by the Trustee, is less than the full amount of Required
Currency then due and payable.


                                      18

<PAGE>


SECTION 115.      LANGUAGE OF NOTICES.

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

SECTION 116.      LEGAL HOLIDAYS.

                  In any case where any Interest Payment Date, Stated Maturity
or Maturity of any Security shall be a Legal Holiday at any Place of Payment,
then (notwithstanding any other provision of this Indenture, any Security or any
Coupon other than a provision in this Indenture, any Security or Coupon that
specifically states that such provision shall apply in lieu of this Section)
payment need not be made at such Place of Payment on such date, but may be made
on the next succeeding day that is a Business Day at such Place of Payment with
the same force and effect as if made on the Interest Payment Date or at the
Stated Maturity or Maturity, and no interest shall accrue on the amount payable
on such date or at such time for the period from and after such Interest Payment
Date or Stated Maturity or Maturity, as the case may be.

                                 ARTICLE TWO

                               SECURITY FORMS

SECTION 201.      FORMS GENERALLY.

                  The Securities of each series and the Coupons, if any, to be
attached thereto shall be in substantially such form as shall be established by
or pursuant to a Board Resolution or in one or more indentures supplemental
hereto, in each case with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture or indenture
supplemental hereto, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Securities
and Coupons, if any, as evidenced by their execution of the Securities and
Coupons, if any. If temporary Securities of any series are issued in global form
as permitted by Section 304, the form thereof also shall be established as
provided in the preceding sentence. If the forms of Securities and Coupons, if
any, of any series are established by, or by action taken pursuant to, a Board
Resolution, a copy of the Board Resolution together with an appropriate record
of any such action taken pursuant thereto, including a copy of the approved form
of Securities or Coupons, if any, shall be certified by the Secretary 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 Section 202.


                                      19

<PAGE>

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

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

SECTION 202.      FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

                  Subject to Section 610, the Trustee's certificate of
authentication shall be in substantially the following form:

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

                                       BANK ONE, NA
                                       as Trustee


                                         --------------------------------------
                                                  Authorized Signatory

SECTION 203.      SECURITIES IN GLOBAL FORM.

                  If Securities of a series are issuable in whole or in part in
global form, any such Security may provide that it shall represent the aggregate
or specified amount of Outstanding Securities from time to time endorsed thereon
and may also provide that the aggregate amount of Outstanding Securities
represented thereby may from time to time be reduced to reflect exchanges. Any
endorsement of a Security in global form to reflect the amount, or any increase
or decrease in the amount or changes in the rights of Holders of Outstanding
Securities represented thereby, shall be made in such manner and by such Person
or Persons as shall be specified therein or in the Company Order to be delivered
pursuant to Section 303 or 304 with respect thereto. Subject to the provisions
of Section 303 and, if applicable, Section 304, the Trustee shall deliver and
redeliver any Security in permanent global form in the manner and upon
instructions given by the Person or Persons specified therein or in the
applicable Company Order. If a Company Order pursuant to Section 303 or 304 has
been, or simultaneously is, delivered, any instructions by the Company with
respect to a Security in global form shall be in writing but need not be
accompanied by or contained in an Officers' Certificate and need not be
accompanied by an Opinion of Counsel. Any instructions by the Company with
respect to a Security in global form shall be in writing but need not comply
with Section 314(e) of the Trust Indenture Act.


                                       20

<PAGE>

                                 ARTICLE THREE

                                 THE SECURITIES

SECTION 301.      AMOUNT UNLIMITED; ISSUABLE IN SERIES.

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

                  The Securities may be issued in one or more series. There
shall be established in or pursuant to a Board Resolution, and 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 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 such
series pursuant to Sections 304, 305, 306, 309, 403, 906, 1106, 1107 or 1203);

                  (3) the date or dates, or the method, if any, by which such
date or dates shall be determined, on which the principal (and premium, if any)
of the Securities of the series is payable;

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

                  (5) the Person to whom any interest on any Registered
Securities of the series shall be payable if other than 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 and the manner in
which, or the Person to whom, any interest on any Bearer Securities of the
series shall be payable if otherwise than upon presentation and surrender of the
coupons appertaining thereto as they severally mature;

                  (6) if in addition to or other than in Chicago, Illinois, the
place or places where the principal of (and premium, if any) and interest on or
any Additional Amounts with respect to the Securities of the series shall be
payable;

                  (7) whether any of such Securities are to be redeemable at the
option of the Company and, if so, the period or periods within which or the date
or dates on which, the price or prices at which


                                      21

<PAGE>


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;

                  (8) the obligation, if any, or option 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 other terms and conditions upon
which Securities of the series shall be redeemed or purchased, in whole or in
part, pursuant to such obligation, and any provisions for the remarketing of
such Securities so redeemed or purchased;

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

                  (10) 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 or
the method by which such portion is to be determined;

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

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

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

                  (14) the currency of denomination of the Securities of any
series, which may be in Dollars, any Foreign Currency or any composite currency,
including but not limited to the ECU, and, if such currency of denomination is a
composite currency other than the ECU, the agency or organization, if any,
responsible for overseeing such composite currency;

                  (15) the currency or currencies in which payment of the
principal of (and premium, if any) and interest on or any Additional Amounts
with respect to the Securities will be made, and the


                                      22

<PAGE>

currency or currencies (in addition to Dollars), if any, in which payment of
the principal of (and premium, if any) or the interest on Registered
Securities, at the election of each of the Holders thereof, may also be
payable;

                  (16) if the amount of payments of principal of (and premium,
if any) or, interest on or any Additional Amounts with respect to the Securities
of the series may be determined with reference to an index based on a currency
or currencies other than that in which the Securities are denominated or
designated to be payable, the terms and conditions upon which and the manner in
which such amounts shall be determined and paid or payable;

                  (17) if the payments of principal of (and premium, if any) or
the interest on or any Additional Amounts with respect to the Securities of the
series are to be made in a Foreign Currency other than the Foreign Currency in
which such Securities are denominated, the manner in which the exchange rate
with respect to such payments shall be determined;

                  (18) any deletions from, modifications of or additions to the
Events of Default set forth in Section 501 or covenants of the Company set forth
in Article Ten pertaining to the Securities of the series;

                  (19) the form of the Securities and Coupons, if any, of the
series;

                  (20) whether the Securities of such series shall be issued in
whole or in part in global form, including Book-Entry Securities, and the
Depositary for such global Securities and, if so, (i) whether beneficial owners
of interests in any such global Security may exchange such interest for
Securities of the same series and of like tenor and of any authorized form and
denomination, and the circumstances under which any such exchanges may occur, if
other than in the manner specified in Section 305, and (ii) the name of the
Depositary or the U.S. Depositary, as the case may be, with respect to any
global Security;

                  (21)  the application, if any, of Section 403;

                  (22)  the application, if any, of Section 1007;

                  (23) if any of such Securities are to be issuable upon the
exercise of warrants, this shall be so established and (if established by Board
Resolution) so set forth, as well as the time, manner and place for such
Securities to be authenticated and delivered;

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

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


                                      23

<PAGE>

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

                  All Securities (including Coupons, if any) of any one series
shall be substantially identical except as to Currency of payments due
thereunder, denomination and the rate or rates of interest, if any, the method
or methods, if any, by which such rate or rates are to be determined and
Maturity, the date from which interest, if any, shall accrue and except as may
otherwise be provided in or pursuant to such Board Resolution and set forth in
such Officers' Certificate or in any such indenture supplemental hereto. All
Securities of any one series need not be issued at the same time and, unless
otherwise so provided by the Company, a series may be reopened for issuances of
additional Securities of such series or to establish additional terms of such
series of Securities.

                  If any of the terms of the series of Securities 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 Officers' Certificate setting forth the terms of the series.

SECTION 302.      CURRENCY; DENOMINATIONS.

                  Unless otherwise provided in or pursuant to this Indenture,
the principal of, any premium and interest on and any Additional Amounts with
respect to the Securities shall be payable in Dollars. The Securities of each
series shall be issuable 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, if Registered Securities, in denominations of
$5,000, if Bearer Securities, and, in the case of Registered Securities, any
integral multiple of the applicable denomination.

SECTION 303.      EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

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

                  Securities (and Coupons, if any) 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 (and Coupons, if any) or did not hold such offices
at the date of such Securities (and Coupons, if any).


                                      24

<PAGE>


                  At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities (with or without
Coupons) of any series executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and
delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities. 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 Sections 315(a) through 315(d) of the Trust Indenture Act, shall be
fully protected in relying upon,

                       (i) an Opinion of Counsel stating to the effect that:

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

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

                           (c) the terms of the Securities and Coupons, if any,
have been established in accordance with the terms of this Indenture and all
conditions precedent provided for in the Indenture relating to the Trustee's
authentication and delivery of the Securities and Coupons, if any, will have
been complied with; and

                           (d) as to such other matters as the Trustee may
reasonably request; and

                  (ii) an Officers' Certificate stating that, all conditions
precedent to the authentication and delivery of such Securities and Coupons, if
any, appertaining thereto, have been complied with and to the best knowledge of
the Persons executing such certificate, no event which is, or after notice or
lapse of time would become, an Event of Default with respect to any of the
Securities shall have occurred and be continuing.

                  The Trustee shall have the right to decline to authenticate
and deliver such Securities if the Trustee, being advised by counsel, determines
that such action may not lawfully be taken or if the Trustee in good faith by
its board of directors or trustees, executive committee, or a trust committee of
directors or trustees and/or Responsible Officers shall determine that such
action would expose the Trustee to personal liability to existing Holders or
would adversely affect the Trustee's own rights, duties or immunities under this
Indenture or otherwise.

                  The Trustee shall not be required to authenticate
Securities denominated in a coin or currency (or unit including a coin or
currency) other than that of the United States of America if the Trustee
reasonably determines that such Securities impose duties or obligations on
the Trustee which the Trustee is not able or reasonably willing to accept;
provided that the Trustee, upon a Company Request, will resign as Trustee
with respect to Securities of any series as to which such a determination is
made, prior to the issuance of such Securities, and will comply with the
request of the Company to execute and deliver a supplemental indenture
appointing a successor Trustee pursuant to Section 901.


                                      25

<PAGE>


                  If all the Securities of any series are not to be issued at
one time, it shall not be necessary to deliver an Opinion of Counsel and an
Officers' Certificate at the time of issuance of each Security, but such opinion
and certificate, with appropriate modifications, shall be delivered at or before
the time of issuance of the first Security of such series.

                  If the Company shall establish pursuant to Section 301 that
the Securities of a series are to be issued in whole or in part in global form,
then the Company shall execute and the Trustee shall, in accordance with this
Section and the Company Order with respect to such series, authenticate and
deliver one or more Securities in global form that (i) shall represent and shall
be denominated in an amount equal to the aggregate principal amount of the
Outstanding Securities of such series to be represented by such global Security
or Securities, (ii) shall be registered, if in registered form, in the name of
the Depositary for such Book-Entry 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 instruction and (iv) where such Depositary is The
Depository Trust Company, shall bear a legend substantially to the following
effect: "Unless and until it is exchanged in whole or in part for Securities in
certificated form, this Security may not be transferred except as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a suc cessor Depositary or a nominee of such successor
Depositary" or to such other effect as the Depositary and the Trustee may agree.

                  Each Depositary designated pursuant to Section 301 for a
Book-Entry Security in registered form must, at the time of its designation and
at all times while it serves as Depositary, be a clearing agency registered
under the Exchange Act and any other applicable statute or regulation. The
Trustee shall have no responsibility to determine if the Depositary is so
registered. Each Depositary shall enter into an agreement with the Trustee
governing their respective duties and rights with regard to Book-Entry
Securities.

                  Each Security shall be dated the date of its authentication,
except that each Bearer Security, including any Bearer Security in global form,
shall be dated as of the date specified or contem plated by Section 301.

                  No Security or Coupon appertaining thereto shall be entitled
to any benefit under this Indenture or be valid or obligatory for any purpose
unless there appears on such Security a certificate of authentication
substantially in the form provided for herein duly executed by the Trustee by
manual signature of one of its authorized signatories, 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. Except as permitted by Section 306 or 307, the
Trustee shall not authenticate and deliver any Bearer Security unless all
appurtenant Coupons then matured have been detached and cancelled.


                                      26

<PAGE>


SECTION 304.      TEMPORARY SECURITIES.

                  Pending the preparation of definitive Securities of any
series, the Company may execute, and upon receipt of a 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 and form, with or without Coupons of
the definitive Securities in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as conclusively evidenced by
their execution of such Securities and Coupons, if any. Such temporary
Securities may be in global form.

                  Except in the case of temporary Securities in global form,
each of which shall be exchanged in accordance with the provisions thereof, if
temporary Securities of any series are issued, the Company will cause definitive
Securities of such series to be prepared without unreasonable delay. After the
preparation of definitive Securities of the same series and containing terms and
provisions that are identical to those of any temporary Securities, the
temporary Securities of such series shall be exchange able for definitive
Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company pursuant to Section 1002 in a
Place of Payment for such series, without charge to the Holder. Upon surrender
for cancellation of any one or more temporary Securities of any se ries
(accompanied by any unmatured Coupons appertaining thereto), the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
like principal amount of definitive Securities of the same series of authorized
denominations and of like tenor; PROVIDED, HOWEVER, that no definitive Bearer
Security shall be delivered in exchange for a temporary Registered Security; and
PROVIDED, FURTHER, that no definitive Bearer Security shall be delivered in
exchange for a temporary Bearer Security unless the Trustee shall have received
from the person entitled to receive the definitive Bearer Security a certificate
substantially in the form approved in the Board Resolutions relating thereto and
such delivery shall occur only outside the United States. Until so exchanged,
the temporary Securities of any series shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities of such series
except as otherwise specified as contemplated by Section 301 with respect to the
payment of interest on Bearer Securities in temporary form.

SECTION 305.      REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

                  The Company shall cause to be kept at the Corporate Trust
Office of the Trustee a register (the register maintained in such office and in
any other office or agency of the Company maintained pursuant to Section 1002 in
a Place of Payment being herein sometimes collectively referred to as the
"Security Register") in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of Registered
Securities and of transfers of Registered Securities. The Trustee is hereby
appointed "Security Registrar" for the purpose of registering Registered
Securities and transfers of Registered Securities as herein provided. In the
event that the Trustee shall not be the Security Registrar, it shall have the
right to examine the Security Register at all reasonable times. In the event
that the Trustee shall cease to be Security Registrar with respect to a series
of Securities, it shall have the right to examine the Security Register for such
series at all reasonable times.


                                      27

<PAGE>


                  Upon surrender for registration of transfer of any
Registered Security of any series at the office or agency maintained pursuant
to Section 1002 in a Place of Payment for that series, the Company shall
execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Registered Securities
of the same series, of any authorized denominations and of a like aggregate
principal amount bearing a number not contemporaneously outstanding and
containing identical terms and provisions.

                  At the option of the Holder, Registered Securities of any
series (except a Book-Entry Security representing all or a portion of the
Securities of such series) may be exchanged for other Registered Securities of
the same series, of any authorized denominations and of a like aggregate
principal amount, upon surrender of the Registered Securities to be exchanged at
such office or agency. Registered Securities may not be exchanged for Bearer
Securities. Whenever any Registered Securities are so surrendered for exchange,
the Company shall execute, and the Trustee shall authenticate and deliver, the
Registered Securities which the Holder making the exchange is entitled to
receive.

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


                                      28

<PAGE>


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

                  If at any time the Depositary for the Securities of a series
notifies the Company that it is unwilling or unable to continue as Depositary
for the Securities of such series or if at any time the Depositary for the
Securities of such series shall no longer be eligible under Section 303, 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 issuer receives such notice or
becomes aware of such ineligibility, the Company's election pursuant to Section
301(20) shall no longer be effective with respect to the Securities of such
series and the Company shall execute, and the Trustee, upon receipt of a Company
Order for the authentication and delivery of certificated Secu rities of such
series of like tenor, shall authenticate and deliver Securities of such series
in certificated form in an aggregate principal amount equal to the principal
amount of the Security or Securities in global form representing such series in
exchange for such Security or Securities in global form.

                  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 such 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 certificated
Securities of such series of like tenor, shall authenticate and deliver,
Securities of such series in certificated form and in an aggregate principal
amount equal to the principal amount of the Security or Securities in global
form representing such series in exchange for such Security or Securities in
global form.

                  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 of such series in exchange in whole or in part
for Securities of such series in certificated form on such terms as are
acceptable to the Company and such Depositary. Thereupon, the Company shall
execute, and the Trustee shall authenticate and deliver, without service charge,

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

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


                                      29
<PAGE>


                  In any exchange provided for in any of the preceding three
paragraphs, the Company shall execute and the Trustee shall authenticate and
deliver Securities in certificated form in authorized denominations.

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

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

                  Every Registered Security presented or surrendered for
registration of transfer or for exchange or redemption shall (if so required by
the Company or the Security Registrar) 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 or redemption 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 or 1107 not
involving any transfer.

                  Except as otherwise provided in or pursuant to this Indenture,
the Company shall not be required (i) to issue, register the transfer of or
exchange Securities of any series for a period of 15 days before the selection
of any Securities of that series for redemption, or (ii) to register the
transfer of or exchange any Registered Security so selected for redemption in
whole or in part, except the unredeemed portion of any Security being redeemed
in part, or (iii) to exchange any Bearer Security so selected for redemption
except that such a Bearer Security may be exchanged for a Registered Security of
that series and like tenor, PROVIDED that such Registered Security shall be
simultaneously surrendered for redemption with written instruction for payment
consistent with the provisions of this Indenture or (iv) to issue, register the
transfer of or exchange any Security which, in accordance with its terms, has
been surrendered for repayment at the option of the Holder, except the portion,
if any, of such Security not to be so repaid.


                                      30

<PAGE>

SECTION 306.      MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

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

                  If there shall be delivered to the Company and the Trustee
(i) evidence to their satisfaction of the destruction, loss or theft of any
Security or Security with a destroyed, lost or stolen Coupon and (ii) such
security or indemnity as may be required by them to save each of them and any
agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security or Coupon has been acquired by a
bona fide purchaser, the Company shall execute and 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 with
Coupons corresponding to the Coupons, if any, appertaining to the destroyed,
lost or stolen Security.

                  Notwithstanding the foregoing provisions of this Section 306,
in case any such mutilated, destroyed, lost or stolen Security or Coupon has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security or Coupon, pay such Security or Coupon;
provided, however, that payment of principal of and any premium or interest on
or any Additional Amounts with respect to any Bearer Securities shall, except as
otherwise provided in Section l002, be payable only at an office or agency
located outside the United States and, unless otherwise specified as
contemplated by Section 301, any interest on Bearer Securities and any
Additional Amounts with respect to such interest shall be payable only upon
presentation and surrender of the Coupons appertaining thereto.

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

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

                  The provisions of this Section, as amended or supplemented
pursuant to this Indenture with respect to particular Securities or generally,
are exclusive and shall preclude (to the extent lawful) all


                                      31

<PAGE>

other rights and remedies with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities or Coupons.

SECTION 307.      PAYMENT OF INTEREST AND CERTAIN ADDITIONAL AMOUNTS; RIGHTS
                  TO INTEREST AND CERTAIN ADDITIONAL AMOUNTS PRESERVED.

                  Unless otherwise provided as contemplated by Section 301,
interest on and any Additional Amounts with respect to any Registered Security
which is payable, and is punctually paid or duly provided for, on any Interest
Payment Date shall be paid to the Person in whose name that Security (or one or
more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest. Unless otherwise provided in or pursuant
to this Indenture, in case a Bearer Security is surrendered in exchange for a
Registered Security after the close of business (at an Office or Agency for such
Security) on any Regular Record Date therefor and before the opening of business
(at such Office or Agency) on the next succeeding Interest Payment Date
therefore, such Bearer Security shall be surrendered without the Coupon relating
to such Interest Payment Date and interest shall not be payable on such Interest
Payment Date in respect of the Registered Security issued in exchange for such
Bearer Security, but shall be payable only to the Holder of such Coupon when due
in accordance with the provisions of this Indenture.

                  Any interest on and any Additional Amounts with respect to
any Registered 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 (2) below:

                  (1) The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names the Registered 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 Registered 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 is provided in this Clause (1). 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 Registered 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. The Trustee may, in its discretion, in the name and at the expense
of the Company, cause a similar notice to be published at least once in an
Authorized Newspaper of general circulation in the Borough of Manhattan, The
City of New York, but such


                                      32

<PAGE>


publication shall not be a condition precedent to the establishment of such
Special Record Date. Notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor having been 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). In case a Bearer Security is
surrendered at the Office or Agency for such Security in exchange for a
Registered Security after the close of business at such Office or Agency on
any Special Record Date and before the opening of business at such Office or
Agency on the related proposed date for payment of Defaulted Interest, such
Bearer Security shall be surrendered without the Coupon relating to such
proposed date of payment and Defaulted Interest shall not be payable on such
proposed date of payment in respect of the Registered Security issued in
exchange for such Bearer Security, but shall be payable only to the Holder of
such Coupon when due in accordance with the provisions of this Indenture.

                  (2) The Company may make payment of any Defaulted Interest 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.

                  At the option of the Company, interest on Registered
Securities of any series that bear interest may be paid (i) by mailing a check
to the address of the Person entitled thereto as such address shall appear in
the Security Register or (ii) by wire transfer to an account maintained by the
person entitled thereto as specified in the applicable Security Register.

                  Notwithstanding the above, except as otherwise specified with
respect to a series of Securities in accordance with the provisions of Section
301, a Holder of $10,000,000 or more in aggregate principal amount of Securities
of the same series having the same Interest Payment Date shall, upon written
request received by the Trustee prior to the Regular Record Date in respect of
an interest payment, or the date which is 15 days before the Stated Maturity or
date of redemption of the principal of (and premium, if any, on) the Securities,
as the case may be, be entitled to receive payments of principal of (and
premium, if any) and interest by wire transfer to an account maintained by such
Holder with a bank located in the United States; PROVIDED, HOWEVER, that no
payment of principal (and premium, if any) will be made without prior
presentment and surrender of the Securities.

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

SECTION 308.      PERSONS DEEMED OWNERS.

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


                                     33

<PAGE>

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

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

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

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

SECTION 309.      CANCELLATION.

                  All Securities and Coupons 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 cancelled 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 and Coupons so delivered
shall be promptly cancelled by the Trustee. No Securities or Coupons shall be
authenticated in lieu of or in exchange for any Securities or Coupons cancelled
as provided in this Section, except as expressly permitted by this Indenture.
All cancelled Securities and Coupons held by the Trustee shall be destroyed by
the Trustee, unless by a Company Order the Company directs their return to it,
and a certificate evidencing such destruction shall be delivered to the Company.


                                       34

<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, DISCHARGE AND DEFEASANCE

SECTION 401.      SATISFACTION AND DISCHARGE OF INDENTURE.

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

         (1)      either

                               (A) all Securities of such series theretofore
                  authenticated and delivered and all Coupons appertaining
                  thereto (other than (i) Coupons appertaining to Bearer
                  Securities of such series surrendered in exchange for
                  Registered Securities and maturing after such exchange,
                  surrender of which is not required or has been waived as
                  provided in Section 305, (ii) Securities of such series and
                  Coupons which have been destroyed, lost or stolen and which
                  have been replaced or paid as provided in Section 306, (iii)
                  Coupons appertaining to Bearer Securities of such series
                  called for redemption and maturing after the relevant
                  Redemption Date, surrender of which has been waived as
                  provided in Section 1106 and (iv) Securities of such series
                  and Coupons for whose payment Money has theretofore been
                  deposited in trust or segregated and held in trust by the
                  Company and thereafter repaid to the Company or discharged
                  from such trust, as provided in Section 1003) have been
                  delivered to the Trustee for cancellation; or

                                (B) all such Securities and Coupons 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 within one year, or


                                      35

<PAGE>


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

and the Company, in the case of (B)(i), (ii) or (iii) above, has deposited or
caused to be deposited with the Trustee as trust funds in trust for the purpose
an amount sufficient to pay and discharge the entire indebtedness on such
Securities and Coupons of such series not theretofore delivered to the Trustee
for cancellation, for principal of (and premium, if any) and interest on, and
any Additional Amounts with respect to such Securities and Coupons to the date
of such deposit (in the case of Securities and Coupons of such series which have
become due and payable) or to the Stated Maturity or Redemption Date, as the
case may be;

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

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

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

                  Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company to the Trustee under Section 605 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, shall survive.

SECTION 402.      APPLICATION OF TRUST MONEY.

                  Subject to the provisions of the last paragraph of Section
1003, all Money and Government Obligations deposited with the Trustee pursuant
to Sections 401 and 403 shall be held in trust and applied by it, in accordance
with the provisions of the Securities and Coupons, if any, and this Indenture,
to the payment, either directly or through any Paying Agent (including the
Company acting as its own Paying Agent) as the Trustee may determine, to the
Persons entitled thereto, of the principal (and premium, if any), interest and
Additional Amounts for whose payment such Money and Government Obligations have
been deposited with or received by the Trustee; but such Money and Government
Obligations need not be segregated from other funds except to the extent
required by law.


                                      36

<PAGE>


SECTION 403.      SATISFACTION, DISCHARGE AND DEFEASANCE OF SECURITIES OF ANY
                  SERIES.

                  If this Section is specified, as contemplated by Section 301,
to be applicable to Securities and Coupons, if any, of any series, at the
Company's option, either

                     (a) the Company will be deemed to have been Discharged (as
defined below) from its obligations with respect to Securities and Coupons, if
any, of such series or

                     (b) the Company will cease to be under any obligation to
comply with any term, provision or condition set forth in (i) Article Eight and
Section 1006 or (ii) the terms, provisions or conditions of such series
specified pursuant to Section 301 (PROVIDED, HOWEVER, that the Company may not
cease to comply with any obligations as to which it may not be Discharged
pursuant to the definition of "Discharged"), if, in the case of (a) and (b),
with respect to the Securities and Coupons, if any, of such series on the 91st
day after the applicable conditions set forth below in (x) and either (y) or (z)
have been satisfied:

                            (x) (1) the Company has paid or caused to be paid
                  all other sums payable with respect to the Outstanding
                  Securities and Coupons, if any, of such series (in addition to
                  any required under (y) or (z)); and

                                (2)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 the entire indebtedness on
                  all Outstanding Securities and Coupons, if any, of any such
                  series have been complied with;

                            (y) (1) the Company shall have deposited or caused
                  to be deposited irrevocably with the Trustee as a trust fund
                  specifically pledged as security for, and dedicated solely to,
                  the benefit of the Holders of the Securities and Coupons, if
                  any, of such series (i) an amount (in such currency or
                  currency unit in which the Outstanding Securities and Coupons,
                  if any, of such series are payable) or (ii) U.S. Government
                  Obligations (as defined below) or, in the case of Securities
                  and Coupons, if any, denominated in a Foreign Currency,
                  Foreign Government Securities (as defined below) denominated
                  in such Foreign Currency, which through the payment of
                  interest and principal in respect thereof in accordance with
                  their terms will provide, not later than the due date of any
                  payment of principal (including any premium), and interest, if
                  any, under the Securities and Coupons, if any, of such series,
                  Money in an amount or (iii) a combination of (i) and (ii)
                  sufficient (in the opinion with respect to (ii) and (iii) of a
                  nationally recognized firm of independent public accountants
                  expressed in a written certification thereof delivered to the
                  Trustee) to pay and discharge each installment of principal of
                  (including any premium), and interest, if any, on, and any
                  Additional Amounts with respect to the Outstanding Securities
                  and Coupons, if any, of such series on the dates such
                  installments of interest or principal are due;


                                      37

<PAGE>

                            (2) (i) no Event of Default or event (including such
                  deposit) which with notice or lapse of time or both would
                  become an Event of Default shall have occurred and be
                  continuing on the date of such deposit, (ii) no Event of
                  Default as defined in clause (6) or (7) of Section 501, or
                  event which with notice or lapse of time or both would become
                  an Event of Default under either such clause, shall have
                  occurred within 90 days after the date of such deposit and
                  (iii) such deposit and the related intended consequence under
                  (a) or (b) will not result in any default or event of default
                  under any material indenture, agreement or other instrument
                  binding upon the Company or any Subsidiary or any of their
                  properties; and

                                   (3) the Company shall have delivered to the
                            Trustee

                            (A) an Opinion of Counsel to the effect that Holders
                  of the Securities and Coupons, if any, of such series will not
                  recognize income, gain or loss for Federal income tax purposes
                  as a result of the Company's exercise of its option under this
                  Section 403 and will be subject to Federal income tax in the
                  same amount, in the same manner and at the same times as would
                  have been the case if such option had not been exercised; and

                            (B) if the Securities of such series are then listed
                  on any exchange, an Opinion of Counsel that the Securities of
                  such series shall not be delisted as a result of the exercise
                  of this option;

                            (z) the Company has properly fulfilled such other
                  means of satisfaction and discharge as is specified, as
                  contemplated by Section 301, to be applicable to the
                  Securities and Coupons, if any, of such series.

                  Any deposits with the Trustee referred to in clause (y)(1)
above shall be irrevocable and shall be made under the terms of an escrow trust
agreement in form and substance satisfactory to the Trustee. If any Outstanding
Securities and Coupons, if any, of such series are to be redeemed prior to their
Stated Maturity, whether pursuant to any mandatory redemption provisions or in
accordance with any mandatory sinking fund requirement, the applicable escrow
trust agreement will provide therefor and the Company will make such
arrangements as are satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of the Company.

                  "Discharged" means that the Company will be deemed to have
paid and discharged the entire indebtedness represented by, and obligations
under, the Securities and Coupons, if any, of the series as to which this
Section is specified as applicable as aforesaid and to have satisfied all the
obligations under this Indenture relating to the Securities and Coupons, if any,
of such series (and the Trustee, at the expense of the Company, will execute
proper instruments acknowledging the same), except (A) the rights of Holders
thereof to receive, from the trust fund described in clause (y)(1) above,
payments of the principal of, premium and the interest, if any, on such
Securities and Coupons, if any, when such payments are due, (B) the Company's
obligations with respect to such Securities and Coupons, if any, under Sections
305 and 306 (insofar as applicable to Securities of such series), 402, 1002 and
1003 (last paragraph only) and the Company's obligations to the Trustee under
Sections 605 and 606 and (C) the


                                      38

<PAGE>

rights, powers, trusts, duties and immunities of the Trustee hereunder, will
survive such discharge. The Company will reimburse the trust fund for any
loss suffered by it as a result of any tax, fee or other charge imposed on or
assessed against deposited U.S. Government Obligations or Foreign Government
Securities, as the case may be, or any principal, premium or interest paid on
such Obligations, and, subject to the provisions of Section 605, will
indemnify the Trustee against any claims made against the Trustee in
connection with any such loss.

                  "Foreign Government Securities" as used in Section 403 means,
with respect to Securities and Coupons, if any, of any series that are
denominated in a Foreign Currency, securities that are (i) direct obligations of
the government that issued such currency for the payment of which obligations
its full faith and credit is pledged or (ii) obligations of a Person controlled
or supervised by and acting as an agency or instrumentality of such government
(the timely payment of which is unconditionally guaranteed as a full faith and
credit obligation of such government) which, in either case under clauses (i) or
(ii), are not callable or redeemable at the option of the issuer thereof and
will also include a depository receipt issued by a bank or trust company as
custodian with respect to any such Foreign Government Obligation or a specified
payment of interest on or principal of any such Foreign Government Obligation
held by such custodian for the account of the holder of a depository receipt;
provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depository
receipt from any amount received by the custodian in respect of the Foreign
Government Obligations or the specific payment of interest on or principal of
the Foreign Government Obligation evidenced by such depository receipt.

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


                                      39

<PAGE>

                                 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):

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

                  (2) 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, and continuance of such
default for a period of 30 days; or

                  (4) default in the performance, or breach, of any covenant or
warranty of the Company in this Indenture or the Securities of that series
(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 90 days after there has been given, by registered or certified
mail, to the Company by the Trustee or to the Company and the Trustee by the
Holders of at least 25% in principal amount of the Outstanding 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) if any event of default as defined in any mortgage,
indenture or instrument under which there may be issued, or by which there may
be secured or evidenced, any indebtedness of the Company for money borrowed,
whether such indebtedness now exists or shall hereafter be created, shall happen
and shall result in such indebtedness in principal amount in excess of
$10,000,000 becoming or being declared due and payable prior to the date on
which it would otherwise become due and payable, and such acceleration shall not
be rescinded or annulled, or such indebtedness shall not have been discharged,
within a period of 30 days after there shall have been given, by registered or
certified mail, to the Company by the Trustee or to the Company and the Trustee
by the Holders of at least 25% in principal amount of the Outstanding Securities
of such series, a written notice specifying such event of default and requiring
the Company to cause such acceleration to be rescinded or annulled or to cause
such indebtedness to be discharged and stating that such notice is a "Notice of
Default" hereunder; or

                                     40

<PAGE>


                  (6) the entry by a court having jurisdiction in the premises
of (A) a decree or order for relief in respect of the Company 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 a bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment or composition of or in respect
of the Company under any applicable Federal or State law, or appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company 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 90 consecutive days, or

                  (7) the commencement by the Company 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 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 similar official of the Company or of any
substantial part of its property, or the making by it of an assignment for the
benefit of creditors, or the admission by it in writing of its in ability to pay
its debts generally as they become due, or the taking of corporate action by the
Company in furtherance of any such action; or

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

SECTION 502.      ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

                  If an Event of Default with respect to Securities of any
series at the time Outstanding occurs and is continuing, then in every such case
the Trustee or the Holders of not less than 331/3% in principal amount of the
Outstanding Securities of that series may declare the principal amount (or, if
the Securities of that series are Original Issue Discount Securities, such
portion of the principal amount as may be specified in the terms of that series)
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.

                  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:


                                      41

<PAGE>

                  (A) all overdue installments of any interest on and Additional
         Amounts with respect to all Securities of that series and any Coupons
         appertaining thereto;

                  (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 interest thereon and any Additional Amounts with
         respect thereto at the rate or rates prescribed therefor in such
         Securities;

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

                  (D) all sums paid or advanced by the Trustee hereunder and the
         reason able 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 (and premium, if any,)
and interest on, and any Additional Amounts with respect to 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.

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 installment of
interest on or any Additional Amounts with respect to any Security or Coupon, if
any, when such interest or Additional Amounts become 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;

the Company will, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities or Coupons, if any, the whole amount
of Money then due and payable on such Securities and any Coupons 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 and Additional Amounts, at the rate
or rates prescribed therefor in such Securities or Coupons, if any, and, in
addition thereto, such further amount of Money as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.


                                      42

<PAGE>

                  If the Company fails to pay the Money and is required to pay
the Trustee pursuant to the preceding paragraph forthwith upon the demand of the
Trustee, the Trustee in its own name and as trustee of an express trust, may
institute a judicial proceeding for the collection of the Money so due and
unpaid and may prosecute such proceeding to judgment or final decree, and may
enforce the same against the Company or any other obligor upon such Securities
or Coupons, if any, and collect the Money adjudged or decreed to be paid in the
manner provided by law out of the property of the Company or any other obligor
upon such Securities or Coupons, if any, 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 or Coupons, if any, 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 the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of any overdue principal, premium, interest or
Additional Amounts) shall be entitled and empowered, by intervention in such
proceeding or otherwise,

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

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder of Securities or any Coupons to make such payments to the Trustee
and, in the event that the Trustee shall consent to the making of such payments
directly to the Holders of Securities or any Coupons, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel and any other amounts due the
Trustee under Section 605.


                                       43
<PAGE>


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

SECTION 505.      TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES
                  OR COUPONS.

                  All rights of action and claims under this Indenture or any of
the Securities or Coupons may be prosecuted and enforced by the Trustee without
the possession of any of the Securities or Coupons or the production thereof in
any proceeding relating thereto, and any such proceeding instituted by the
Trustee shall be brought in its own name as trustee of an express trust, and any
recovery or judgment shall, after provision for the payment of the reasonable
compensation, expense, disbursements and advances of the Trustee, its agents and
counsel, and for any other amounts due to the Trustee under Section 605, be for
the ratable benefit of the Holders of the Securities or any Coupons in respect
of which such judgment has been recovered.

SECTION 506.      APPLICATION OF MONEY COLLECTED.

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

                  First: To the payment of all amounts due the Trustee and any
         predecessor Trustee under Section 605; and

                  Second: To the payment of the amounts then due and unpaid for
         principal of (and pre mium, if any), interest and Additional Amounts on
         the Securities and any Coupons 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 and any Coupons for principal (and premium, if any) and
         interest and Additional Amounts, respectively; and

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

SECTION 507.      LIMITATION ON SUITS.

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


                                      44

<PAGE>

                  (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;

                  (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 or any Security to affect, disturb or prejudice the rights of any
other of such Holders or Holders of 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 AND ANY
                  PREMIUM, INTEREST AND ADDITIONAL AMOUNTS.

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

SECTION 509.      RESTORATION OF RIGHTS AND REMEDIES.

                  If the Trustee or any Holder 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 each such Holder
shall be restored severally and respectively to their former positions hereunder
and thereafter all rights and remedies of the Trustee and each such Holder shall
continue as though no such proceeding had been instituted.


                                      45

<PAGE>

SECTION 510.      RIGHTS AND REMEDIES CUMULATIVE.

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

SECTION 511.      DELAY OR OMISSION NOT WAIVER.

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

SECTION 512.      CONTROL BY HOLDERS.

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

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

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

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

SECTION 513.      WAIVER OF PAST DEFAULTS.

                  The Holders of not less than a majority in principal amount
of the Outstanding Securities of any series may on behalf of the Holders of
all the Securities of such series and any Coupons 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 any Coupons appertaining
thereto, or


                                      46

<PAGE>

                  (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.

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

SECTION 514.      WAIVER OF STAY OR EXTENSION LAWS.

                  The Company covenants (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.

SECTION 515.      JUDGMENT CURRENCY.

                  The following provisions of this Section 515 shall apply to
the extent permissible under applicable law: Judgments in respect of any
obligations of the Company under any Securities or Coupons, if any, of any
series shall be rendered in the currency or currency unit in which such
Securities or Coupons are payable. If for the purpose of obtaining a judgment in
any court with respect to any obligation of the Company hereunder or under any
Security or Coupon, it shall become necessary to convert into any other currency
or currency unit any amount in the currency or currency unit due hereunder or
under such Security or Coupon, then such conversion shall be made at the
Conversion Rate (as defined below) as in effect on the date the Company shall
make payment to any person in satisfaction of such judgment. If pursuant to any
such judgment, conversion shall be made on a date other than the date payment is
made and there shall occur a change between such Conversion Rate and the
Conversion Rate as in effect on the date of payment, the Company agrees to pay
such additional amounts (if any) as may be necessary to ensure that the amount
paid is the amount in such other currency or currency unit which, when converted
at the Conversion Rate as in effect on the date of payment or distribution, is
the amount then due hereunder or under such Security or Coupon. Any amount due
from the Company under this Section 515 shall be due as a separate debt and is
not to be affected by or merged into any judgment being obtained for any other
sums due hereunder or in respect of any Security or Coupon so that in any event
the Company's obligations hereunder or under such Security or Coupon will be
effectively maintained as obligations in such currency or currency unit. In no
event, however, shall the Company be required to pay more in the currency or
currency unit due hereunder or under such Security or Coupon at the Conversion
Rate as in effect when payment is made than the amount of currency or currency
unit stated to be due hereunder or under such Security or Coupon.

                  For purposes of this Section 515, "Conversion Rate" shall mean
the spot rate as deter mined by the Company at which in accordance with normal
banking procedures the currency or

                                      47

<PAGE>

currency unit into which an amount due hereunder or under any Security or
Coupon is to be converted could be purchased with the currency or currency
unit due hereunder or under any Security or Coupon, at the option of the
Company from major banks located in New York, London or any other principal
market for such purchased currency or currency unit.

                                 ARTICLE SIX

                                  THE TRUSTEE

SECTION 601.      CERTAIN RIGHTS OF TRUSTEE.

                  Subject to the provisions of the Trust Indenture Act:

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

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

                  (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;


                                     48

<PAGE>

                  (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;

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

                  (i) prior to the occurrence of an Event of Default of which it
has or is deemed to have notice hereunder, and after the curing or waiver of any
Event of Default which may have occurred, the Trustee undertakes to perform 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

                  (j) the Trustee shall not be required to take notice of or be
deemed to have notice of any default or Event of Default hereunder unless a
Responsible Officer of the Trustee has actual knowledge thereof, and in the
absence of any such notice, the Trustee may conclusively assume that no such
default or Event of Default exists.

SECTION 602.      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 neither the Trustee nor any Authenti cating Agent assumes
any responsibility for their correctness. The Trustee makes no representations
as to the validity or the sufficiency of this Indenture or of the Securities or
the Coupons, except that the Trustee represents that it is duly authorized to
execute and deliver this Indenture, authenticate the Securities and perform its
obligations hereunder. Neither the Trustee nor any Authenticating Agent shall be
accountable for the use or application by the Company of Securities or the
proceeds thereof.

SECTION 603.      MAY HOLD SECURITIES.

                  The Trustee, any Authenticating Agent, any Paying Agent, any
Security Registrar or any other agent of the Trustee or the Company, in its
individual or any other capacity, may become the owner or pledgee of Securities
or Coupons and, subject to Sections 310(b) and 311 of the Trust Indenture Act,
may otherwise deal with the Company with the same rights it would have if it
were not Trustee, Authenti cating Agent, Paying Agent, Security Registrar or
such other agent.


                                     49

<PAGE>

SECTION 604.      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 605.      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 the Trustee's negligence or
bad faith; and

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

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

                  The obligations of the Company under this Section 605 to
compensate and indemnify the Trustee and to pay or reimburse the Trustee and
each predecessor Trustee for expenses, disbursements and advances shall
constitute additional indebtedness hereunder and shall survive the satisfaction
and discharge of this Indenture.

SECTION 606.      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 pursuant
to Section 607.

                  (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


                                     50

<PAGE>

Trustee required by Section 607 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.

                  (d)   If at any time:

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

                               (2) the Trustee shall cease to be eligible under
                  Section 310(a) of the Trust Indenture Act and shall fail to
                  resign after written request therefor by the Company or by any
                  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 all Securities or the Securities of such series, or (ii)
any Holder of a Security who has been a bona fide Holder of a Security of such
series for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the removal
of the Trustee with respect to all Securities of such series and the appointment
of a successor Trustee or Trustees.

                  (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 607. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
607, 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


                                      51

<PAGE>

appointment in the manner required by Section 607, any Holder of a Security
who has been a bona fide Holder of a Security of such series for at least six
months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.

                  (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
in the manner provided in Section 105. Each notice shall include the name of the
successor Trustee with respect to the Securities of such series and the address
of its Corporate Trust Office.

SECTION 607.      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 hereunder of the retiring
Trustee; but, on the request of the Company or the successor Trustee, all
property and Money held by such retiring Trustee shall, upon payment of its
charges, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and shall duly
assign, transfer and deliver to such successor Trustee all property and Money
held by such retiring Trustee hereunder, subject nevertheless to its claim, if
any, provided for in Section 605.

                  (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 con tinue 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 that no Trustee shall be responsible
for any notice given to, or received by, or any act or failure to act on the
part of any other Trustee hereunder; and upon the execution and delivery of such
supplemen tal 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,


                                      52

<PAGE>

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

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

SECTION 608.      MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

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

SECTION 609.      CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

                  There shall at all times be a Trustee hereunder that is a
Corporation permitted by the Trust Indenture Act to act as trustee under an
indenture qualified under the Trust Indenture Act and that has a combined
capital and surplus (computed in accordance with Section 310(a)(2) of the Trust
Indenture Act) of at least $50,000,000. 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.      APPOINTMENT OF AUTHENTICATING AGENT.

                  The Trustee may appoint one or more Authenticating Agents
acceptable to the Company with respect to one or more series of Securities which
shall be authorized to act on behalf of the Trustee to authenticate Securities
of that or those series issued upon original issue, exchange, registration of
transfer, partial redemption or 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


                                      53

<PAGE>

Securities by the Trustee or the Trustee's certificate of authentication,
such reference shall be deemed to include authentication and delivery on
behalf of the Trustee by an Authenticating Agent and a certificate of
authentication executed on behalf of the Trustee by an Authenticating Agent.

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

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

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

                  The Company agrees to pay each Authenticating Agent from time
to time reasonable compensation for its services under this Section. If the
Trustee makes such payments, it shall be entitled to be reimbursed for such
payments, subject to the provisions of Section 605.

                  The provisions of Sections 308, 602 and 603 shall be
applicable to each Authenticating Agent.


                                      54

<PAGE>


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

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

                                       BANK ONE, NA
                                       As Trustee


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


                                       By
                                         -------------------------------------
                                           Authorized Signatory

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

SECTION 611.      NOTICE OF DEFAULTS.

                  The Trustee shall, within 90 days after the occurrence of a
default with respect to the Securities of any series, mail to all Holders of
Securities of that series entitled to receive reports pursuant to Section 703,
notice of all defaults with respect to that series known to the Trustee, unless
such defaults have been cured before the giving of such notice; PROVIDED,
HOWEVER, that, except in the case of default in the payment of the principal of,
premium, if any, or interest on any of the Securities of such series or in the
making of any sinking fund payment with respect to such series, the Trustee
shall be protected in withholding such notice if and so long as the Board of
Directors or Responsible Officers of the Trustee in good faith determines that
the withholding of such notice is in the interests of the Holders of Securities
of such series. For the purpose of this Section the term "default" means any
event which is, or after notice or lapse of time or both would become, an Event
of Default.


                                       55

<PAGE>

                                 ARTICLE SEVEN

               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701.      COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.

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

                  (a) semi-annually with respect to Securities of each series on
May 15 and November 15 of each year or upon such other dates as are set forth in
or pursuant to the Board Resolution or indenture supplemental hereto authorizing
such series, a list, in each case in such form as the Trustee may reasonably
require, of the names and addresses of Holders as of not more than 15 days prior
to the applicable 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 so long as the Trustee is the Security Registrar no such
list shall be required to be furnished.

SECTION 702.      PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

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

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

SECTION 703.      REPORTS BY TRUSTEE.

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


                                      56

<PAGE>


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

                  (c) Reports pursuant to this Section shall be transmitted in
the manner and to the Persons required by Sections 313(c) and 313(d) of the
Trust Indenture Act. The Company will notify the Trustee when any Securities are
listed on any stock exchange.

SECTION 704.      REPORTS BY COMPANY.

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

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

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

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

                  (4) furnish to the Trustee, not less often than annually, a
brief certificate from the principal executive officer, principal financial
officer or principal accounting officer as to his or her knowledge of the
Company's compliance with all the conditions and covenants under this Indenture.


                                      57


<PAGE>

                               ARTICLE EIGHT

                        CONSOLIDATION, MERGER OR SALE

SECTION 801.      CONSOLIDATION, MERGER OR SALE.

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

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

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

                  (c) each of the Company and the successor Person shall have
delivered to the Trustee an Officers' Certificate and an Opinion of Counsel,
each stating that such consolidation, merger, conveyance, transfer or lease and
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 CORPORATION SUBSTITUTED.

                  Upon any consolidation by the Company with or merger by 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, the Securities and the Coupons.


                                      58



<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;

                  (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;

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

                  (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 provide for uncertificated
(commonly known as "book entry") Securities on terms satisfactory in substance
to the Trustee;

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

                  (6) to change or eliminate any of the provisions of this
Indenture, PROVIDED that any such change or elimination shall become effective
only when there is no Security Outstanding of any series created prior to the
execution of such supplemental indenture which is entitled to the benefit of
such provision;

                  (7)  to secure the Securities;

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


                                      59

<PAGE>

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

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

                  (11) 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 such action shall not adversely affect
the interests of the Holders of Securities of any series or any Coupons
appertaining thereto in any material respect;

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

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

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 Securities Outstanding of each series affected by such
supplemental indenture, by Act of such 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 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 or interest on any Additional Amounts with respect
to, any Security, or reduce the principal amount thereof or the rate of interest
thereon or any Additional Amounts with respect thereto, or any premium payable
upon the redemption thereof or otherwise, or reduce the amount of the principal
of an Original Issue Discount Security that would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 502 or
the amount thereof provable in bankruptcy pursuant to Section 504, or adversely
affect the right of repayment at the option of any Holder as contemplated by
Article Thirteen,


                                      60

<PAGE>

or change the Place of Payment, or change the coin or currency in which the
principal of, any premium or the interest on, or any Additional Amounts with
respect to, any Security is payable, or impair the right to institute suit
for the enforcement of any such payment on or after the Stated Maturity
thereof (or, in the case of redemption, on or after the Redemption Date or,
in the case of repayment at the option of the Holder, on or after the date
for repayment), or

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

                  (3) change any obligation of the Company to maintain an office
or agency in the places and for the purposes specified in Section 1002, or

                  (4) modify any of the provisions of this Section 902, Section
513, or Section 1008, except to increase any such percentage or to provide with
respect to any particular series the right to condition the effectiveness of any
supplemental indenture as to that series on the consent of the Holders of a
specified percentage of the aggregate principal amount of Outstanding Securities
of such series (which provision may be made pursuant to Section 301 without the
consent of any Holder) 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, or the
deletion of this proviso, in accordance with the requirements of Sections 607(b)
and 901(9), or

                  (5) modify any of the provisions of Section 1007.

                  For the purposes of this Section 902, if the Securities of any
series are issuable upon the exercise of warrants, any holder of an unexercised
and unexpired warrant with respect to such series shall not be deemed to be a
Holder of Outstanding Securities of such series in the amount issuable upon the
exercise of such warrants.

                  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.


                                    61

<PAGE>

SECTION 903.      EXECUTION OF SUPPLEMENTAL INDENTURES.

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

SECTION 904.      EFFECT OF SUPPLEMENTAL INDENTURES.

                  Upon the execution of any supplemental indenture under this
Article, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes;
and every Holder of 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, including any Coupons, of any series authenticated
and delivered after the execution of any supplemental indenture pursuant to this
Article may, and shall if required by the Trustee, bear a notation in form
approved by the Trustee as to any matter provided for in such supplemental
indenture. If the Company shall so determine, new Securities including any
Coupons of any series so modified as to conform, in the opinion of the Trustee
and the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities including any Coupons of such series.

                                 ARTICLE TEN

                                 COVENANTS

SECTION 1001.           PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST AND
                        ADDITIONAL AMOUNTS.

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


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<PAGE>

                  The interest on Securities with Coupons appertaining thereto
shall be payable only upon presentation and surrender of the several Coupons for
such interest installments as are evidenced thereby as they severally mature.
The interest, if any, on any temporary Bearer Security shall be paid, as to any
installment of interest evidenced by a Coupon attached thereto only upon
presentation and surrender of such Coupon and, as to other installments of
interest, only upon presentation of such Security for notation thereon of the
payment of such interest.

SECTION 1002.           MAINTENANCE OF OFFICE OR AGENCY.

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

                  Except as otherwise provided in or pursuant to this Indenture,
no payment of principal or interest on Bearer Securities shall be made at any
office or agency of the Company in the United States, by check mailed to any
address in the United States, by transfer to an account located in the United
States or upon presentation or surrender in the United States of a Bearer
Security or coupon for payment, even if the payment would be credited to an
account located outside the United States; PROVIDED, HOWEVER, that, if the
Securities of a series are denominated and payable in Dollars, payment of
principal of and any interest on or any Additional Amounts with respect to any
such Bearer Security shall be made at the office of the Company's Paying Agent
in Chicago, Illinois or in the event that certificated senior notes are issued
or if The Depositary Trust Company shall so require, the Company will be
required to appoint a paying agent and security registrar in the City of New
York if (but only if) payment in Dollars of the full


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<PAGE>

amount of such principal, interest or Additional Amounts, as the case may be,
at all offices or agencies outside the United States maintained for the
purpose by the Company in accordance with this Indenture is illegal or
effectively precluded by exchange controls or other similar restrictions.

                  The Company may also from time to time designate one or more
other offices or agencies where the Securities (including any Coupons, if any)
of one or more series may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; PROVIDED, HOWEVER,
that no such designation or rescission shall in any manner relieve the Company
of its obligation to maintain an office or agency in each Place of Payment for
Securities (including any Coupons, if any) of any series for such purposes. The
Company will give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or
agency. Unless otherwise provided in or pursuant to this Indenture, the Company
hereby designates as the Place of Payment for each series as Chicago, Illinois
and initially appoints the office or agency of the Corporate Trust Office of the
Trustee for such purpose. In the event that certificated senior notes are issued
or if The Depositary Trust Company shall so require, the Company will appoint a
paying agent and security registrar in the City of New York. Pursuant to Section
301(6) of this Indenture, the Company may subsequently appoint a place or places
in addition to or other than Chicago, Illinois where such Securities may be
payable.

SECTION 1003.           MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.


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

                  Whenever the Company shall have one or more Paying Agents for
any series of Securities, it shall, on or prior to (but in the case of payments
to be made at a Place of Payment outside of the United States, its territories,
possessions and areas subject to its jurisdiction, at least one New York
Business Day before) each due date of the principal of, any premium or interest
on or any Additional Amounts with respect to any Securities of such series,
deposit with any Paying Agent a sum of Money sufficient to pay the principal or
any premium, interest or Additional Amounts so becoming due, such sum to be held
in trust for the benefit of the Persons entitled thereto, and (unless such
Paying Agent is the Trustee) the Company shall promptly notify the Trustee of
its action or failure so to act.

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

                  (1) hold all sums held by it for the payment of the principal
of (and premium, if any) or interest on or any Additional Amounts with respect
to Securities of that series in trust for the benefit of


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<PAGE>

the Persons entitled thereto until such sums shall be paid to such Persons or
otherwise disposed of as herein provided;

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

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

                  The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same 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 or any Additional Amounts with respect
to any Security of any series and remaining unclaimed for 2 years after such
principal (and premium, if any) or interest or Additional Amounts shall have
become due and Payable shall be paid to the Company on Company Request, or
(if then held by the Company) shall be discharged from such trust; and the
Holder of such Security and Coupon, if any, shall thereafter, as an unsecured
general creditor, look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such Money, and
all liability of the Company as trustee thereof, shall thereupon cease;
PROVIDED, HOWEVER, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause
to be published once, in an Authorized Newspaper in each Place of Payment for
such series or to be mailed to Holders of Registered Securities of such
series notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
publication or mailing nor shall it be later than 2 years after such
principal and any premium or interest or Additional Amounts shall have become
due and payable, any unclaimed balance of such Money then remaining will be
repaid to the Company.

SECTION 1004.           ADDITIONAL AMOUNTS.

                  If any Securities of a series provide for the payment of
Additional Amounts, the Company agrees to pay to the Holder of any such Security
or any Coupon appertaining thereto Additional Amounts as provided therein.
Whenever in this Indenture there is mentioned, in any context, the payment of
the principal of or any premium or interest on, or in respect of, any Security
of any series or any Coupon or the net proceeds received on the sale or exchange
of any Security of any series, such mention shall be deemed to include mention
of the payment of Additional Amounts provided by the terms of such series
established hereby or pursuant hereto to the extent that, in such context,
Additional Amounts are,


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<PAGE>

were or would be payable in respect thereof pursuant to such terms and
express mention of the payment of Additional Amounts (if applicable) in any
provision hereof shall not be construed as excluding Additional Amounts in
those provisions hereof where such express mention is not made.

                  Except as otherwise provided in or pursuant to this Indenture,
if the Securities of a series provide for the payment of Additional Amounts, at
least 10 days prior to the first Interest Payment Date with respect to such
series of Securities (or if the Securities of such series shall not bear
interest prior to Maturity, the first day on which a payment of principal is
made), and at least 10 days prior to each date of payment of principal or
interest if there has been any change with respect to the matters set forth in
the below-mentioned Officers' Certificate, the Company shall furnish to the
Trustee and the principal Paying Agent or Paying Agents, if other than the
Trustee, an Officers' Certificate instructing the Trustee and such Paying Agent
or Paying Agents whether such payment of principal of or interest on the
Securities of such series shall be made to Holders of Securities of such series
or the Coupons appertaining thereto who are United States Aliens without
withholding for or on account of any tax, assessment or other governmental
charge described in the Securities of such series. If any such withholding shall
be required, then such Officers' Certificate shall specify by country the
amount, if any, required to be withheld on such payments to such Holders of
Securities or Coupons and the Company agrees to pay to the Trustee or such
Paying Agent the Additional Amounts required by the terms of such Securities.
The Company covenants to indemnify the Trustee and any Paying Agent for, and to
hold them harmless against, any loss, liability or expense reasonably incurred
without negligence or bad faith on their part arising out of or in connection
with actions taken or omitted by any of them in reliance on any Officers'
Certificate furnished pursuant to this Section.

SECTION 1005.           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, rights (charter and statutory) and franchises; PROVIDED,
HOWEVER, that the Company shall not be required to preserve any such right or
franchise if the Board of Directors shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Company and
that the loss thereof is not disadvantageous in any material respect to the
Holders.

SECTION 1006.           LIMITATION ON LIENS.

                  Except as hereinafter in this Section 1006 expressly permitted
and as permitted by Section 801, so long as any of the Securities remain
Outstanding, the Company will not at any time directly or indirectly create,
assume or suffer to exist, and will not cause, suffer or permit any Subsidiary
to create, assume or suffer to exist, otherwise than in favor of the Company or
a Subsidiary, any mortgage, pledge, lien, encumbrance of or upon or security
interest (collectively, "Liens") upon any of its properties or assets, real,
personal or mixed, whether owned at the date of this Indenture or thereafter
acquired, or of or upon, any income or profits therefrom, without making
effective provision, and the Company covenants that in any such case it will
make or cause to be made effective provision, whereby the Securities then or
thereafter Outstanding shall be secured by such Liens equally and ratably with
any


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<PAGE>

and all other obligations and indebtedness thereby secured, so long as any
such other obligations or indebtedness shall be so secured.

                  Nothing in this Section 1006 shall be construed to prevent the
Company or any Subsidiary from creating, assuming or suffering to exist Liens of
the following character, to all of which the provisions of the first paragraph
of this Section 1006 shall not be applicable:

                  (a)   Liens existing as of the date of this Indenture;

                  (b) Any purchase money mortgage or Lien created to secure all
or part of the purchase price of any property (or to secure a loan made to the
Company or any Subsidiary to enable it to acquire the property described in such
mortgage or in any applicable security agreement); PROVIDED that such Lien shall
extend only to the property so acquired, improvements thereon, replacements
thereof and the income or profits therefrom;

                  (c) Liens on any property at the time of the acquisition
thereof, whether or not assumed by the Company or a Subsidiary; PROVIDED that
such Lien shall extend only to the property so acquired, improvements thereon,
replacements thereof and the income or profits therefrom;

                  (d) Liens on any property or any contract for the sale of any
product or service, or any rights thereunder or any proceeds therefrom, acquired
or constructed by the Company or a Subsidiary, and created not later than twelve
months after (i) such acquisition or completion of such construction, or (ii)
commencement of operation of such property, whichever is later; PROVIDED that
such Lien shall extend only to the property so acquired or constructed,
improvements thereon, replacements thereof and the income or profits therefrom;

                  (e) Liens on the properties or assets, real, personal or
mixed, of a Subsidiary, or of or upon or in any income or profits therefrom,
which is outstanding at the time such Subsidiary becomes a Subsidiary;

                  (f) Liens created or assumed by the Company or a Subsidiary on
coal, geothermal, oil, natural gas, inert gas, other hydrocarbon or mineral
properties owned or leased by the Company or a Subsidiary to secure loans to the
Company or a Subsidiary for the purpose of developing such properties;

                  (g) Liens on any investment of the Company or a Subsidiary in
any Person other than a Subsidiary or any security representing any investment
of the Company or a Subsidiary; for the purposes of this Clause (g),
"investment" means any equity investment in any Person, any obligation of any
Person for money borrowed or for the deferred purchase price of property which
is owed to the Company or a Subsidiary, as the case may be, and any amount
advanced to any person by the Company or any Subsidiary, excluding, however,
current accounts payable other than for cash advances;

                  (h) Any Lien not otherwise permitted by this Section 1006 if,
after giving effect to the creation or assumption of the proposed mortgage,
pledge, lien, encumbrance or security interest the sum of (i) all indebtedness
of the Company and its Subsidiaries secured by Liens not otherwise permitted by


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<PAGE>


this Section 1006, and (ii) to the extent not included in (i) above, all
Attributable Debt of the Company and its Subsidiaries does not exceed 10% of
Consolidated Capitalization;

                  (i) Any refunding or extension of maturity, in whole or in
part, of any obligation or indebtedness secured by any Lien created, existing or
assumed in accordance with the provisions of Clauses (a) through (h) above,
inclusive, PROVIDED that the principal amount of the obligation or indebtedness
secured by such refunding or extended Liens shall not exceed the principal
amount of the obligation or indebtedness to be refunded or extended outstanding
at the time of such refunding or extension, together with related financing
costs, and that such refunding or extended Liens shall be limited in lien to the
same property that secured the obligation or indebtedness refunded or extended,
and property substituted therefor and property acquired after the date thereof
and subject to the lien thereof, in accordance with the provisions of such
refunding or extension;

                  (j) Liens on any office equipment or data processing equipment
(including, without limitation, computer and computer peripheral equipment) or
any motor vehicles, tractors or trailers;

                  (k) Liens of or upon or in current assets of the Company or a
Subsidiary, determined in accordance with GAAP, created or assumed to secure
indebtedness incurred in the ordinary course of business;

                  (l) Mechanics' or materialmen's liens; any lien or charge
arising by reason of pledges or deposits to secure payment of or to permit
participation in workmen's compensation, unemployment insurance, old age
pensions or other Social Security or other insurance or to permit
self-insurance; good faith deposits in connection with tenders or leases of
real estate, bids or contracts or in connection with the financing of the
acquisition or construction of property to be used in the business of the
Company or a Subsidiary; deposits to secure public or statutory obligations;
deposits to secure or in lieu of surety, stay or appeal bonds; deposits as
security for the payment of taxes or assessments or other similar charges;
judgment liens against the Company or any Subsidiary thereof in an aggregate
amount not in excess $5,000,000, or any such judgment lien so long as the
finality of such judgment is being contested and execution thereon is stayed
and which has been appealed and secured, if necessary, by the filing of an
appeal bond; and liens for taxes or assessments for the current year or which
are not due or which remain payable without penalty or which are being
contested in good faith and against which an adequate reserve has been
established;

                  (m) Any lien arising by reason of deposits with or the giving
of any form of security to any governmental agency or any body created or
approved by law or governmental regulation for any purpose at any time in
connection with the financing of the acquisition or construction of property to
be used in the business of the Company or a Subsidiary, or as required by law or
governmental regulation as a condition to the transaction of any business or the
exercise of any privilege or license, or to permit the maintenance of
self-insurance or participation in any fund for liability on any insurance risks
or in connection with workmen's compensation, unemployment insurance, old age
pensions or other social security or to share in the privileges or benefits
required for companies participating in such arrangements;


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<PAGE>

                  (n) Liens which are payable, both with respect to principal
and interest, solely out of the proceeds of natural gas, oil, coal, geothermal
resources, inert gas, hydrocarbons or minerals to be produced from the property
subject thereto and to be sold or delivered by the Company or a Subsidiary;

                  (o) Liens to secure indebtedness incurred to finance advances
made by the Company or any Subsidiary to any third party for the purpose of
financing oil, natural gas, hydrocarbon, inert gas or other mineral exploration
or development, PROVIDED that such liens shall extend only to the receivables of
the Company or such Subsidiary in respect of such advances;

                  (p) Any rights reserved in others to take or reserve any part
of the natural gas, oil, coal, geothermal resources, inert gas, other
hydrocarbons or mineral produced at any time on any property of the Company or a
Subsidiary;

                  (q) Any rights reserved to or vested in, or any obligations or
duties to, any person, firm, corporation or governmental authority by the terms
of any franchise, grant, lease, license, easement or permit or by any provision
of law with respect to any property of the Company or a Subsidiary.

                  (r) Leases (whether pursuant to Sale and Leaseback
Transactions or otherwise) now or hereafter existing and any renewals or
extensions thereof;

                  (s) Liens upon the underlying interests in property covered by
any lease, contract, easement or right-of-way existing at the time of the
acquisition thereof; easements or similar encumbrances, the existence of which
does not materially impair the use of the property subject thereto for the
purposes for which it was acquired; liens upon rights-of-way for pipeline or
distribution plant purposes and undetermined liens and charges incidental to
construction or maintenance; or defects and irregularities in the titles to any
property (including right-of-way) which are not material to the business of the
Company and its Subsidiaries considered as a whole;

                  (t) The lien reserved in leases for rent and for compliance
with the terms of the lease in the case of leasehold estates;

                  (u)   Zoning laws and ordinances; and

                  (v) Liens which secure indebtedness of a Subsidiary to the
Company or another Subsidiary.

                  If at any time the Company or any Subsidiary shall create or
assume any Lien to which the covenant in the first paragraph of this Section
1006 is applicable, the Company will promptly deliver to the Trustee an
Officers' Certificate, stating that such covenant has been complied with, and an
Opinion of Counsel, stating that in his opinion such covenant has been complied
with and that any instruments executed by the Company or any Subsidiary in the
performance of such covenant complied with the requirements thereof.


                                      69
<PAGE>


                  In the event that the Company or any Subsidiary shall
hereafter secure the Securities equally and ratably with any other obligation or
indebtedness pursuant to the provisions of this Section 1006, the Trustee is
hereby authorized to enter into an indenture supplemental hereto and to take
such action, if any, as it may deem advisable to enable it to enforce
effectively the rights of the Holders of the Securities so secured, equally and
ratably with such other obligation or indebtedness.

                  The Trustee may accept an Officers' Certificate and Opinion of
Counsel as conclusive evidence that any such supplemental indenture or steps
taken to secure the Securities equally and ratably comply with the provisions of
this Section 1006.

SECTION 1007.           CHANGE OF CONTROL.

                  If this Section is specified, as contemplated by Section 301,
to be applicable to Securities and Coupons, if any, of any series, at the
Company's option, and if a Change of Control occurs and is accompanied by a
Rating Decline (together, a "Change of Control Triggering Event"), each Holder
of Securities will have the right to require the Company to offer to repurchase
all or any part (equal to $1,000 or an integral multiple thereof) of such
Holder's Securities at a purchase price in cash equal to the principal amount of
the Securities plus accrued and unpaid interest, if any, to the date of
purchase.

                  Within 30 days following any Change of Control Triggering
Event, the Company will mail a notice (the "Change of Control Offer") to each
Holder with a copy to the Trustee stating:

                  (a) that a Change of Control Triggering Event has occurred and
that such Holder has the right to require the Company to purchase such Holder's
Securities at a purchase price in cash equal to the principal amount of such
Securities plus accrued and unpaid interest, if any, to the date of purchase
(the "Change of Control Payment");

                  (b) the repurchase date (which shall be no earlier than 30
days nor later than 60 days from the date such notice is mailed) (the "Change of
Control Payment Date"); and

                  (c) the procedures determined by the Company, consistent with
the Indenture, that a Holder must follow in order to have its Securities
repurchased.

                  On the Change of Control Payment Date, the Company will, to
the extent lawful:

                  (a) accept for payment all Securities or portions thereof (in
integral multiples of $1,000) properly tendered and not withdrawn under the
Change of Control Offer;

                  (b) deposit with the paying agent an amount equal to the
Change of Control Payment in respect of all Securities or portions thereof so
tendered; and

                  (c) deliver or cause to be delivered to the Trustee the
Securities so accepted together with an Officers' Certificate stating the
aggregate principal amount of Securities or portions thereof being purchased by
the Company.


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<PAGE>

                  The Paying Agent will promptly mail to each Holder of
Securities so tendered the Change of Control Payment for such Securities, and
the Trustee will promptly authenticate and mail (or cause to be transferred by
book entry) to each Holder a new Security equal in principal amount to any
unpurchased portion of the Securities surrendered, if any; provided that each
such new Security will be in a principal amount of $1,000 or an integral
multiple of $1,000.

                  If the Change of Control Payment Date is on or after an
interest record date and on or before the related interest payment date, any
accrued and unpaid interest, if any, will be paid to the Person in whose name a
Security is registered at the close of business on such record date, and no
additional interest will be payable to Holders who tender pursuant to the Change
of Control Offer.

                  Prior to mailing a Change of Control Offer, and as a condition
to such mailing (i) the requisite Holders of each issue of Indebtedness issued
under any indenture or other agreement that may be violated by such payment
shall have consented to such Change of Control Offer being made and waived the
event of default, if any, caused by the Change of Control Triggering Event or
(ii) the Company will repay all outstanding Indebtedness issued under any
indenture or other agreement that may be violated by a payment to the Holders of
Securities under a Change of Control Offer or the Company must offer to repay
all such Indebtedness, and make payment to the Holders of such Indebtedness that
accept such offer and obtain waivers of any event of default from the remaining
Holders of such Indebtedness. The Company covenants to effect such repayment or
obtain such consent and waiver within 30 days following any Change of Control
Triggering Event, it being an Event of Default if the Company fails to comply
with such covenant within 30 days after receipt of written notice from the
Trustee or the Holders of at least 25% in principal amount of the Securities.

                  The Company will not be required to make a Change of Control
Offer upon a Change of Control Triggering Event if a third party makes the
Change of Control Offer in the manner, at the times and otherwise in compliance
with the requirements set forth herein applicable to a Change of Control Offer
made by the Company and purchases all Securities validly tendered and not
withdrawn under such Change of Control Offer.

SECTION 1008.           WAIVER OF COVENANT.

                  The Company may omit in any particular instance to comply
with any term, provision or condition set forth in Article Eight and Sections
1005 and 1006, if before the time for such compliance the Holders of (i) a
majority in principal amount of the Outstanding Securities or (ii) in case
less than all of the several series of Securities then Outstanding are
affected by the omission, at least a majority in principal amount of the
Outstanding Securities of each series so affected voting as a single class
shall, by Act of such Holders, either waive such compliance in such instance
or generally waive compliance with such term, provision or condition, but no
such waiver shall extend to or affect such term, provision or condition
except to the extent 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.

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SECTION 1009.           STATEMENTS AS TO COMPLIANCE; NOTICE OF CERTAIN DEFAULTS.

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

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

                  (2) to the best of his or her knowledge, based on such review,
(a) the Company has complied with all the conditions and covenants imposed on it
under this Indenture throughout such year, or, if there has been a default in
the fulfillment of any such condition or covenant, specifying each such default
known to him or her and the nature and status thereof, and (b) no event has
occurred and is continuing which is, or after notice or lapse of time or both
would become, an Event of Default, or, if such an event has occurred and is
continuing, specifying each such event known to him and the nature and status
thereof.

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

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

SECTION 1101.           APPLICABILITY OF ARTICLE.

                  Securities (including Coupons, if any) of any series which are
redeemable before their Stated Maturity shall be redeemable in accordance with
their terms and (except as otherwise specified or contemplated by 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
(including Coupons, if any) shall be evidenced by a Board Resolution. In case of
any redemption at the election of the Company of all or less than all of the
Securities (including Coupons, if any) of any series, the Company shall, at
least 60 days prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date and of the principal amount of Securities of such series to be
redeemed. In the case of any redemption of Securities (including Coupons, if
any) prior to the expiration of any restriction on such redemption provided in
the terms of such Securities and Coupons, if any, or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction.


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<PAGE>

SECTION 1103.           SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

                  If less than all the Securities (including Coupons, if any) of
any series with the same terms are to be redeemed, the particular Securities
(including Coupons, if any) to be redeemed shall be selected not more than 60
days prior to the Redemption Date by the Trustee, from the Outstanding
Securities (including Coupons, if any) of such series not previously called for
redemption, by such method as the Trustee shall deem fair and appropriate and
which may provide for the selection for redemption of portions (equal to the
minimum authorized denomination for Securities (including Coupons, if any) of
that series or any integral multiple thereof) of the principal amount of
Securities (including Coupons, if any) of such series of a denomination larger
than the minimum authorized denomination for Securities of that series.

                  The Trustee shall promptly notify the Company in writing of
the Securities (including Coupons, if any) 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 be given not less than 30 nor more
than 60 days prior to the Redemption Date, unless a shorter period is specified
in the Securities to be redeemed, to each Holder of Securities to be redeemed,
as provided in Section 105.

                  Each such notice of redemption shall specify the Redemption
Date, the Redemption Price, the Place or Places of Payment, the CUSIP number of
such Securities, if any, that the Securities of such series are being redeemed
at the option of the Company pursuant to provisions contained in the terms of
the Securities of such series or in a supplemental indenture establishing such
series, if such be the case, together with a brief statement of the facts
permitting such redemption, that payment will be made upon presentation and
surrender of the applicable Securities, that all Coupons, if any, maturing
subsequent to the date fixed for redemption shall be void, that any interest
accrued to the Redemption Date will be paid as specified in such notice, and
that on and after such Redemption Date any interest thereon or, in case of
partial redemptions, on the portions thereof to be redeemed, will cease to
accrue. If less than all the Securities of any series are to be redeemed, the
notice of redemption shall specify the numbers of the Securities of such series
to be redeemed, and, if only Bearer Securities of any series are to be redeemed
and if such Bearer Securities may be exchanged for Registered Securities, the
last date on which exchanges of Bearer Securities for Registered Securities not
subject to redemption may be made. In case any Security of any series is to be
redeemed in part only, the notice of redemption shall state the portion of the
principal amount thereof to be redeemed and shall state that on and after the
Redemption Date, upon surrender of such Security and any Coupons appertaining
thereto, a new Security or Securities of such series in principal amount equal
to the unredeemed portion thereof and with


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appropriate Coupons will be issued, or, in the case of Registered Securities
providing appropriate space for such notation, at the option of the Holders,
the Trustee, in lieu of delivering a new Security or Securities as aforesaid,
may make a notation on such Security of the payment of the redeemed portion
thereof.

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

SECTION 1105.           DEPOSIT OF REDEMPTION PRICE.

                  On or before (but in the case of payments to be made at a
Place of Payment outside of the United States, its territories, possessions and
areas subject to its jurisdiction, at least one New York Business Day before)
10:00 A.M., New York City time, on any Redemption Date, the Company shall
deposit in immediately available funds with the Trustee or with a Paying Agent
(or, if the Company is acting as its own Paying Agent, segregate and hold in
trust as provided in Section 1003) an amount of Money in the relevant currency
(or a sufficient number of currency units, as the case may be) sufficient to pay
the Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date) any accrued interest on and Additional Amounts with respect to all
the Securities or portions thereof which are to be redeemed on that date.

SECTION 1106.           SECURITIES PAYABLE ON REDEMPTION DATE.

                  Notice of redemption having been given as aforesaid, the
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, and from and after such date
(unless the Company shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest and the Coupons
for such interest appertaining to any Bearer Securities so to be redeemed,
except to the extent provided below, shall be void. Except as provided in the
next succeeding paragraph, upon surrender of any such Security (including
Coupons, if any) for redemption in accordance with such notice, such Security
shall be paid by the Company at the Redemption Price, together with accrued
interest and Additional Amounts to the Redemption Date; PROVIDED, HOWEVER, that
installments of interest on Bearer Securities whose Stated Maturity is on or
prior to the Redemption Date shall be payable only upon presentation and
surrender of Coupons for such interest (at an Office or Agency located outside
the United States except as otherwise provided in Section 1002), and PROVIDED,
FURTHER, that installments of interest on Registered Securities whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the Holders
of such Securities, or one or more Predeces sor 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 Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant Coupons maturing after the Redemption Date, such
Bearer Security may be paid after deducting from the Redemption Price an amount
equal to the face amount of all such missing Coupons, or the surrender of such
missing Coupon or Coupons may be waived by the Company and the Trustee if there
be furnished to them such security or indemnity as they may require to save each
of them and any


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<PAGE>

Paying Agent harmless. If thereafter the Holder of such Bearer Security shall
surrender to the Trustee or any Paying Agent any such missing Coupon in
respect of which a deduction shall have been made from the Redemption Price,
such Holder shall be entitled to receive the amount so deducted; PROVIDED,
HOWEVER, that any interest or Additional Amounts represented by Coupons shall
be payable only upon presentation and surrender of those Coupons at an office
or agency located outside of the United States except as otherwise provided
pursuant to Sections 901(10) and 1002.

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

SECTION 1107.           SECURITIES REDEEMED IN PART.

                  Any Registered Security (including Coupons, if any) 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 Registered
Security or Securities (with appropriate Coupons, if any, attached) of the same
series, containing identical terms and provisions, of any authorized
denomination as requested by such Holder, in aggregate principal amount equal to
and in exchange for the unredeemed portion of the principal of the Security
(including Coupons, if any) so surrendered. If a Security in global from is so
sur rendered, the Company shall execute and the Trustee shall authenticate and
deliver to the U.S. Depository or other depository for such Security in global
form as shall be specified in the Company Order with respect thereto, to the
Trustee, without service charge, a new Security in global form in a denomination
equal to and in exchange for the unredeemed portion of the principal of the
Security in global form so surrendered.

                                 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


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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 or any of such Securities in
respect of which cash shall have been released to the Company), together in the
case of any Bearer Securities of such series with all unmatured Coupons
appertaining thereto, 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 satis faction
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 mandatory
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 will also deliver to the
Trustee any Securities to be so delivered. Not less than 30 nor more than 60
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 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
1106 and 1107.

                               ARTICLE THIRTEEN

                      REPAYMENT AT THE OPTION OF HOLDERS

SECTION 1301.           APPLICABILITY OF ARTICLE.

                  Securities of any series which are repayable at the option of
the Holders thereof before their Stated Maturity shall be repaid in accordance
with the terms of the Securities of such series. The repayment of any principal
amount of Securities pursuant to such option of the Holder to require repayment
of Securities before their Stated Maturity, for purposes of Section 309, shall
not operate as a payment, redemption or satisfaction of the indebtedness
represented by such Securities unless and until the Company, at its option,
shall deliver or surrender the same to the Trustee with a directive that such


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<PAGE>


Securities be cancelled. Notwithstanding anything to the contrary contained in
this Section 1301, in connection with any repayment of Securities, the Company
may arrange for the purchase of any Securities by an agreement with one or more
investment bankers or other purchasers to purchase such Securities by paying to
the Holders of such Securities on or before the close of business on the
repayment date an amount not less than the repayment price payable by the
Company on repayment of such Securities, and the obligation of the Company to
pay the repayment price of such Securities shall be satisfied and discharged to
the extent such payment is so paid by such purchasers.

                  The Company shall provide written notice to the Trustee at
least 30 days before any tender period related to a repayment pursuant to this
Section 1301.

                              ARTICLE FOURTEEN

                       SECURITIES IN FOREIGN CURRENCIES

SECTION 1401.           APPLICABILITY OF ARTICLE.

                  Whenever this Indenture provides for (i) any action by, or the
determination of any of the rights of, Holders of Securities of any series in
which not all of such Securities are denominated in the same Currency, or (ii)
any distribution to Holders of Securities, in the absence of any provision to
the contrary in the form of Security of any particular series, any amount in
respect of any Security denominated in a Currency other than Dollars shall be
treated for any such action or distribution as that amount of Dollars that could
be obtained for such amount at the noon buying rate in the City of New York for
cable transfers in foreign currencies as certified for customs purposes by the
Federal Reserve Bank of New York and as of the record date with respect to
Registered Securities of such series (if any) for such action, determination of
rights or distribution (or, if there shall be no applicable record date, such
other date reasonably proximate to the date of such action, determination of
rights or distribution) as the Company may specify in a written notice to the
Trustee.

                                 ARTICLE FIFTEEN

                        MEETINGS OF HOLDERS OF SECURITIES

SECTION 1501.           PURPOSES FOR WHICH MEETINGS MAY BE CALLED.

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


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<PAGE>

SECTION 1502.           CALL, NOTICE AND PLACE OF MEETINGS.

                  (a) The Trustee may at any time call a meeting of Holders of
Securities of any series for any purpose specified in Section 1501, to be held
at such time and at such place in the Borough of Manhattan, The City of New York
or, if Securities of such series are to be issued as Bearer Securities, in
London, as the Trustee shall determine. Notice of every meeting of Holders of
Securities of any series, setting forth the time and the place of such meeting
and in general terms the action proposed to be taken at such meeting, shall be
given, in the manner provided in Section 106, not less than 21 nor more than 180
days prior to the date fixed for the meeting.

                  (b) In case at any time the Company (by or pursuant to a
Board Resolution) or the Holders of at least 10% in principal amount of the
Outstanding Securities of any series shall have requested the Trustee to call
a meeting of the Holders of Securities of such series for any purpose
specified in Section 1501, by written request setting forth in reasonable
detail the action proposed to be taken at the meeting, and the Trustee shall
not have made the first publication of the notice of such meeting within 21
days after receipt of such request or shall not thereafter proceed to cause
the meeting to be held as provided herein, then the Company or the Holders of
Securities of such series in the amount above specified, as the case may be,
may determine the time and the place in the Borough of Manhattan, The City of
New York, or, if Securities of such series are to issued as Bearer
Securities, in London for such meeting and may call such meeting for such
purposes by giving notice thereof as provided in subsection (a) of this
Section.

SECTION 1503.           PERSONS ENTITLED TO VOTE AT MEETINGS.

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

SECTION 1504.           QUORUM; ACTION.

                  The Persons entitled to vote a majority in principal amount
of the Outstanding Securities of a series shall constitute a quorum for a
meeting of Holders, of Securities of such series; PROVIDED, HOWEVER, that if
any action is to be taken at such meeting with respect to a consent or waiver
which this Indenture expressly provides may be given by the Holders of not
less than 66 2/3% in principal amount of the Outstanding Securities of a
series, the Persons entitled to vote 66 2/3% in principal amount of the
Outstanding Securities of such series shall constitute a quorum. In the
absence of a quorum within 30 minutes after the time appointed for any such
meeting, the meeting shall, if convened at the request of Holders of
Securities of such series, be dissolved. In any other case the meeting may be
adjourned for a period of not less than 10 days as determined by the chairman
of the meeting prior to the adjournment of such meeting. In the absence of a
quorum at any such adjourned meeting, such adjourned meeting may be

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further adjourned for period of not less than 10 days as determined by the
chairman of the meeting prior to the adjournment of such adjourned meeting.
Notice of the reconvening of any adjourned meeting shall be given as provided
in Section 1502(a), except that such notice need be given only once not less
than five days prior to the date on which the meeting is scheduled to be
reconvened. Notice of the reconvening of an adjourned meeting shall state
expressly the percentage, as provided above, of the principal amount of the
Outstanding Securities of such series which shall constitute a quorum.

                  Except as limited by the proviso to Section 902, any
resolution represented to a meeting or adjourned meeting duly reconvened at
which a quorum is present as aforesaid may be adopted only by the affirmative
vote of the Holders of a majority in principal amount of the Outstanding
Securities of that series; PROVIDED, HOWEVER, that, except as limited by the
proviso to Section 902, any resolution with respect to any consent or waiver
which this Indenture expressly provides may be given by the Holders of not
less than 66 2/3% in principal amount of the Outstanding Securities of a
series may be adopted at a meeting or an adjourned meeting duly convened and
at which a quorum is present as aforesaid only by the affirmative vote of the
Holders of 66 2/3% in principal amount of the Outstanding Securities of that
series; and PROVIDED, FURTHER, that, except as limited by the proviso to
Section 902, any resolution with respect to any request, demand,
authorization, direction, notice, consent, waiver or other action which this
Indenture expressly provides may be made, given or taken by the Holders of a
specified percentage, which is less than a majority, in principal amount of
the outstanding Securities of a series may be adopted at a meeting or an
adjourned meeting duly reconvened and at which a quorum is present as
aforesaid by the affirmative vote of the Holders of such specified percentage
in principal amount of the Outstanding Securities of such series.

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

SECTION 1505.           DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT
                        OF MEETINGS.

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

                  (b) The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company or by Holders of Securities as


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<PAGE>

provided in Section 1502(b), in which case the Company or the Holders of
Securities of the series calling the meeting, as the case may be, shall in
like manner appoint a temporary chairman. A permanent chairman and a
permanent secretary of the meeting shall be elected by vote of the Persons
entitled to vote a majority in principal amount of the Outstanding Securities
of such series represented at the meeting.

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

                  (d) Any meeting of Holders of Securities of any series duly
called pursuant to Section 1502 at which a quorum is present may be adjourned
from time to time by Persons entitled to vote a majority in principal amount of
the Outstanding Securities of such series represented at the meeting; and the
meeting may be held as so adjourned without further notice.

SECTION 1506.           COUNTING VOTES AND RECORDING ACTION OF MEETINGS.

                  The vote upon any resolution submitted to any meeting of
Holders of Securities of any series shall be by written ballots on which
shall be subscribed the signature of the Holders of Securities of such series
or of their representative by proxy and the principal amounts and serial
number of the Outstanding Securities of such series held or represented by
them. The permanent chairman of the meeting shall appoint two inspectors of
votes who shall count all votes cast at the meeting for or against any
resolution and who shall make and file with the secretary of the meeting
their verified written reports in triplicate of all votes cast at the
meeting. A record, at least in triplicate, of the proceedings of each meeting
of Holders of Securities of any series shall be prepared by the secretary of
the meeting and there shall be attached to such 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 such notice was given as provided
in Section 1502 and, if applicable, Section 1504. Each copy shall be signed
and verified by the affidavits of the permanent chairman and secretary of the
meeting and one such copy shall be delivered to the Company, and another to
the Trustee to be preserved by the Trustee, the latter to have attached
thereto the ballots voted at the meeting. Any record so signed and verified
shall be conclusive evidence of the matters therein stated.

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


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<PAGE>


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

                                       QUESTAR MARKET RESOURCES, INC.


                                       By
                                           -----------------------------------
                  [SEAL]                      Name:
                                              Title:



Attest:



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



                                       BANK ONE, NA, Trustee


                  [SEAL]               By
                                           -----------------------------------
                                              Name:
                                              Title:


Attest:


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


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<PAGE>


STATE OF UTAH                                    )
                                        :        SS.:
COUNTY OF SALT LAKE                     )

                  On this ____ day of March, 2001 before me personally appeared
_________, who acknowledged himself to be the _________________ of QUESTAR
MARKET RESOURCES, INC., a Utah corporation, and that he, as such
_________________, being authorized so to do, executed the foregoing instrument
for the purposes therein contained, by signing the name of the corporation by
himself as such ___________________.

                  IN WITNESS WHEREOF, I hereunto set may hand and official seal.




                                       -------------------------------
                                       Notary Public




STATE OF ILLINOIS                       )
                                        :        SS.:
COUNTY OF _____________                          )

                  On this ____ day of March, 2001 before me personally came
_________, to me known, who, being by me duly sworn, did depose and say that he
is a __________________ of BANK ONE, NA, the national banking association
described in and which executed the foregoing instrument; that he knows the seal
of said national banking association; that the seal affixed to said instrument
is such seal; that it was so affixed by authority of the Board of Directors of
said national banking association, and that he signed his name thereto by like
authority.



                                       -------------------------------
                                       Notary Public


[NOTARY SEAL]


                                     82