<PAGE>

                                                                     Exhibit 4.3


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


                           DMC STRATEX NETWORKS, INC.




                                       to


                              ____________________,

                               a _______________,


                                     TRUSTEE




                                    INDENTURE

                          DATED AS OF __________, _____


                             SENIOR DEBT SECURITIES


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

<PAGE>

                           DMC STRATEX NETWORKS, INC.

           RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939
                  AND INDENTURE, DATED AS OF __________, _____

<TABLE>
<CAPTION>
      TRUST INDENTURE ACT SECTION                                                        INDENTURE SECTION
      ---------------------------                                                        -----------------
<S>                                                                                      <C>
(Section)310(a)(1)                                                                           609
(a)(2)                                                                                       609
(a)(3)                                                                                       Not Applicable
(a)(4)                                                                                       Not Applicable
(a)(5)                                                                                       609
(b)                                                                                          608, 610
(c)                                                                                          Not Applicable
(Section)311(a)                                                                              613
(b)                                                                                          613
(Section)312(a)                                                                              701, 702(a)
(b)                                                                                          702(b)
(c)                                                                                          702(c)
(Section)313(a)                                                                              703(a)
(b)                                                                                          703(a)
(c)                                                                                          703(a)
(d)                                                                                          703(b)
(Section)314(a)                                                                              704, 1011
(b)                                                                                          Not Applicable
(c)(1)                                                                                       102
(c)(2)                                                                                       102
(c)(3)                                                                                       Not Applicable
(d)                                                                                          Not Applicable
(e)                                                                                          102
(Section)315(a)                                                                              601
(b)                                                                                          602
(c)                                                                                          601
(d)                                                                                          601
(e)                                                                                          514
(Section)316(a)                                                                              101
(a)(1)(A)                                                                                    104(h), 502, 512
(a)(1)(B)                                                                                    104(h), 513
(a)(2)                                                                                       Not Applicable
(b)                                                                                          508
(c)                                                                                          104(h)
(Section)317(a)(1)                                                                           503
(a)(2)                                                                                       504
(b)                                                                                          1003
(Section)318(a)                                                                              107
(c)                                                                                          107
</TABLE>


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

<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               PAGE
<S>                   <C>                                                                                      <C>
Article One           Definitions and Other Provisions of General Application.....................................1
     Section 1.01     Definitions.................................................................................1
     Section 1.02     Compliance Certificates and Opinions.......................................................10
     Section 1.03     Form of Documents Delivered to Trustee.....................................................10
     Section 1.04     Acts of Holders............................................................................11
     Section 1.05     Notices, etc., to Trustee and Company......................................................14
     Section 1.06     Notice to Holders; Waiver..................................................................14
     Section 1.07     Conflict with Trust Indenture Act..........................................................15
     Section 1.08     Effect of Headings and Table of Contents...................................................15
     Section 1.09     Successors and Assigns.....................................................................15
     Section 1.10     Separability Clause........................................................................15
     Section 1.11     Benefits of Indenture......................................................................15
     Section 1.12     Governing Law..............................................................................16
     Section 1.13     Legal Holidays.............................................................................16
     Section 1.14     Exemption from Individual Liability........................................................16
     Section 1.15     Counterparts...............................................................................16

Article Two           Debt Security Forms........................................................................17
     Section 2.01     Forms Generally............................................................................17
     Section 2.02     Form of Trustee's Certificate of Authentication............................................17
     Section 2.03     Debt Securities in Global Form.............................................................17

Article Three         The Debt Securities........................................................................18
     Section 3.01     Amount Unlimited; Issuance in Series.......................................................18
     Section 3.02     Denominations..............................................................................21
     Section 3.03     Execution, Authentication, Delivery and Dating.............................................21
     Section 3.04     Temporary Debt Securities..................................................................24
     Section 3.05     Registration; Registration of Transfer and Exchange........................................26
     Section 3.06     Mutilated, Destroyed, Lost and Stolen Debt Securities......................................29
     Section 3.07     Payment of Interest; Interest Rights Preserved.............................................30
     Section 3.08     Persons Deemed Owners......................................................................32
     Section 3.09     Cancellation...............................................................................33
     Section 3.10     Computation of Interest....................................................................33
     Section 3.11     Certification by a Person Entitled to Delivery of a Bearer Security........................33
     Section 3.12     Judgments..................................................................................33

Article Four          Satisfaction and Discharge.................................................................34
     Section 4.01     Satisfaction and Discharge of Indenture....................................................34
     Section 4.02     Application of Trust Money and Government Obligations......................................35
     Section 4.03     Satisfaction, Discharge and Defeasance of Debt Securities of any
                      Series.....................................................................................36
</TABLE>

                                       i

<PAGE>

<TABLE>
<CAPTION>
                                                                                                               PAGE
<S>                   <C>                                                                                      <C>
Article Five          Remedies...................................................................................38
     Section 5.01     Events of Default..........................................................................38
     Section 5.02     Acceleration of Maturity; Rescission and Annulment.........................................39
     Section 5.03     Collection of Indebtedness and Suits for Enforcement by Trustee............................40
     Section 5.04     Trustee May File Proofs of Claim...........................................................41
     Section 5.05     Trustee May Enforce Claims without Possession of Debt Securities or Coupons................42
     Section 5.06     Application of Money Collected.............................................................42
     Section 5.07     Limitation on Suits........................................................................42
     Section 5.08     Unconditional Right of Holders to Receive Principal, Premium and Interest..................43
     Section 5.09     Restoration of Rights and Remedies.........................................................43
     Section 5.10     Rights and Remedies Cumulative.............................................................43
     Section 5.11     Delay or Omission Not Waiver...............................................................44
     Section 5.12     Control by Holders of Debt Securities......................................................44
     Section 5.13     Waiver of Past Defaults....................................................................44
     Section 5.14     Undertaking for Costs......................................................................45
     Section 5.15     Waiver of Stay or Extension Laws...........................................................45

Article Six           The Trustee................................................................................45
     Section 6.01     Certain Duties and Responsibilities........................................................45
     Section 6.02     Notice of Default..........................................................................46
     Section 6.03     Certain Rights of Trustee..................................................................46
     Section 6.04     Not Responsible for Recitals or Issuance of Debt Securities................................47
     Section 6.05     May Hold Debt Securities or Coupons........................................................47
     Section 6.06     Money Held in Trust........................................................................47
     Section 6.07     Compensation and Reimbursement.............................................................47
     Section 6.08     Disqualification; Conflicting Interests....................................................48
     Section 6.09     Corporate Trustee Required; Eligibility....................................................48
     Section 6.10     Resignation and Removal; Appointment of Successor..........................................49
     Section 6.11     Acceptance of Appointment by Successor.....................................................51
     Section 6.12     Merger, Conversion, Consolidation or Succession to Business................................52
     Section 6.13     Preferential Collection of Claims Against Company..........................................52
     Section 6.14     Authenticating Agent.......................................................................52

Article Seven         Holders'Lists and Reports by Trustee and Company...........................................54
     Section 7.01     Company to Furnish Trustee Names and Addresses of Holders..................................54
     Section 7.02     Preservation of Information; Communications to Holders.....................................54
     Section 7.03     Reports by Trustee.........................................................................54
     Section 7.04     Reports by Company.........................................................................55

Article Eight         Consolidation, Merger, Conveyance, Transfer or Lease.......................................55
     Section 8.01     Company May Consolidate, etc. Only on Certain Terms........................................55
     Section 8.02     Successor Corporation Substituted..........................................................56
     Section 8.03     Conveyance or Transfer to a Wholly-Owned Restricted Subsidiary.............................56
     Section 8.04     Limitation on Lease of Properties as Entirety..............................................56
</TABLE>

                                       ii

<PAGE>

<TABLE>
<CAPTION>
                                                                                                               PAGE
<S>                   <C>                                                                                      <C>
Article Nine          Supplemental Indentures....................................................................57
     Section 9.01     Supplemental Indentures without Consent of Holders.........................................57
     Section 9.02     Supplemental Indentures with Consent of Holders............................................58
     Section 9.03     Execution of Supplemental Indentures.......................................................59
     Section 9.04     Effect of Supplemental Indentures..........................................................59
     Section 9.05     Conformity with Trust Indenture Act........................................................59
     Section 9.06     Reference in Debt Securities to Supplemental Indentures....................................59

Article Ten           Covenants..................................................................................60
     Section 10.01    Payment of Principal, Premium and Interest.................................................60
     Section 10.02    Maintenance of Office or Agency............................................................60
     Section 10.03    Money for Debt Securities Payments to Be Held in Trust.....................................61
     Section 10.04    Corporate Existence........................................................................63
     Section 10.05    Maintenance of Properties..................................................................63
     Section 10.06    Payment of Additional Amounts..............................................................63
     Section 10.07    Payment of Taxes and Other Claims..........................................................64
     Section 10.08    Restriction on the Creation of Secured Funded Debt.........................................64
     Section 10.09    Restriction on Sale and Lease-Back Transactions............................................65
     Section 10.10    Restriction on Permitting Unrestricted Subsidiaries to become Restricted
                      Subsidiaries...............................................................................66
     Section 10.11    Officer's Certificate as to Default........................................................66
     Section 10.12    Waiver of Certain Covenants................................................................66

Article Eleven        Redemption of Debt Securities..............................................................67
     Section 11.01    Applicability of Article...................................................................67
     Section 11.02    Election to Redeem; Notice to Trustee......................................................67
     Section 11.03    Selection by Trustee of Debt Securities to be Redeemed.....................................67
     Section 11.04    Notice of Redemption.......................................................................68
     Section 11.05    Deposit of Redemption Price................................................................68
     Section 11.06    Debt Securities Payable on Redemption Date.................................................69
     Section 11.07    Debt Securities Redeemed in Part...........................................................70

Article Twelve        Sinking Funds..............................................................................70
     Section 12.01    Applicability of Article...................................................................70
     Section 12.02    Satisfaction of Sinking Fund Payments with Debt Securities.................................70
     Section 12.03    Redemption of Debt Securities for Sinking Fund.............................................71

Article Thirteen      Repayment at the Option of Holders.........................................................71
     Section 13.01    Applicability of Article...................................................................71
     Section 13.02    Repayment of Debt Securities...............................................................71
     Section 13.03    Exercise of Option; Notice.................................................................71
     Section 13.04    Election of Repayment by Remarketing Entities..............................................73
     Section 13.05    Securities Payable on the Repayment Date...................................................73

Article Fourteen      Meetings of Holders of Debt Securities.....................................................73
     Section 14.01    Purposes for Which Meetings May Be Called..................................................73
     Section 14.02    Call, Notice and Place of Meetings.........................................................73
</TABLE>

                                       iii

<PAGE>

<TABLE>
<CAPTION>
                                                                                                               PAGE
<S>                   <C>                                                                                      <C>
     Section 14.03    Persons Entitled to Vote at Meetings.......................................................74
     Section 14.04    Quorum; Action.............................................................................74
     Section 14.05    Determination of Voting Rights; Conduct and Adjournment of Meetings........................75
     Section 14.06    Counting Votes and Recording Action of Meetings............................................76

Article Fifteen       Defeasance.................................................................................76
     Section 15.01    Termination of Company's Obligations.......................................................76
     Section 15.02    Repayment to Company.......................................................................77
     Section 15.03    Indemnity for Government Obligations.......................................................78
</TABLE>

                                       iv

<PAGE>

     INDENTURE (the "INDENTURE") dated as of __________, _____, between DMC
STRATEX NETWORKS, INC., a Delaware corporation (hereinafter called the
"COMPANY"), having its principal place of business at 170 Rose Orchard Way, San
Jose, California 95134 and ____________________, a _______________ (hereinafter
called the "TRUSTEE"), having its Corporate Trust Office at
______________________________.

                             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 debentures,
notes, bonds and other evidences of indebtedness (herein called the "DEBT
SECURITIES").

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

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     For and in consideration of the premises and the purchase of the Debt
Securities of any series created and issued on or after the date hereof by the
Holders thereof, it is mutually covenanted and agreed, for the benefit of all
Holders of such Debt Securities or of any such series, as follows:

                                  ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

Section 1.01  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 or by Commission rule or regulation under the Trust Indenture Act, either
directly or by reference therein, as in force at the date as of which this
instrument was executed, except as provided in Section 905, have the meanings
assigned to them therein;

     (3) all accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with GAAP; and

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

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

                                       1

<PAGE>

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

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

     "ATTRIBUTABLE DEBT" means, at any date as of which the amount thereof is to
be determined, the sum of attributable debt relating to capital leases and
operating leases under which any Person is liable. The amount of attributable
debt relating to capital leases is the balance sheet liability amount (capital
lease obligations and current portion thereof) in respect of such capital leases
as determined under GAAP. The amount of attributable debt relating to operating
leases is the amount of future minimum lease payments under such operating
leases required to be disclosed by GAAP, less any executory costs, discounted
using the methodology used to calculate the present value of operating lease
payments in the Company's most recent Annual Report to Shareholders that
reflects such a calculation.


     "EXECUTORY COSTS" mean amounts required to be paid on account of
maintenance and repairs, insurance, taxes, assessments, water rates and
similar charges. In the case of any operating lease which is terminable by
the lessee upon the payment of a penalty, such net amount shall include the
lesser of (a) the rental payments to be paid under such lease until the first
date (after the date of such determination) upon which it may be so
terminated plus the then applicable penalty upon such termination, or (b) the
rental payments required to be paid during the remaining term of such lease
(assuming such termination provision is not exercised).

     "AUTHENTICATING AGENT" means any Person authorized by the Trustee to act on
behalf of the Trustee to authenticate Debt Securities.

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

     "BEARER SECURITY" means any Debt Security established pursuant to Section
201 which is payable to bearer including, without limitation, unless the context
otherwise indicates, a Debt Security in global bearer form.

     "BOARD OF DIRECTORS" means either the board of directors of the Company, or
the executive or any other committee of that board duly authorized to act in
respect hereof.

     "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. Where

                                       2

<PAGE>

any provision of this Indenture refers to action to be taken pursuant to a Board
Resolution (including the establishment of any series of the Debt Securities and
the forms and terms thereof), such action may be taken by any committee of the
Board or the Company or any officer or employee of the Company authorized to
take such action by a Board Resolution.

     "BUSINESS DAY", when used with respect to any Place of Payment, means any
day which is not a Saturday or Sunday and which is not a legal holiday or a day
on which banking institutions or trust companies in that Place of Payment are
authorized or obligated by law or executive order to close.

     "CEDEL" or "CEDEL S.A." means Cedel Bank S.A.

     "COMMISSION" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, or if at
any time after the execution of this 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 on such date.

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

     "COMPANY REQUEST" and "COMPANY ORDER" mean, respectively, except as
otherwise provided in this Indenture, a written request or order signed in the
name of the Company by the Chairman of the Board, a Vice Chairman of the Board,
the President or a Vice President (any references to a Vice President of the
Company herein shall be deemed to include any Vice President of the Company
whether or not designated by a number or word or words added before or after the
title "Vice President"), the Treasurer, an Assistant Treasurer, the Controller,
an Assistant Controller, the Secretary or an Assistant Secretary of the Company
or by another officer of the Company duly authorized to sign by a Board
Resolution, and delivered to the Trustee.

     "CONSOLIDATED NET TANGIBLE ASSETS" means (a) the total amount of assets
(less applicable reserves and other properly deductible items) which under GAAP
would be included on a consolidated balance sheet of the Company and its
Restricted Subsidiaries after deducting therefrom (i) all liabilities and
liability items, including amounts in respect of obligations or guarantees of
obligations under leases, which under GAAP would be included on such balance
sheet, except Funded Debt, capital stock and surplus, surplus reserves and
provisions for deferred income taxes, and (ii) all goodwill, trade names,
trademarks, patents, unamortized debt discount and expense and other like
intangibles, which in each case under GAAP would be included on such
consolidated balance sheet, less (b) the amount which would be so included on
such consolidated balance sheet for Investments (less applicable reserves) (i)
made in Unrestricted Subsidiaries, or (ii) made in corporations while they were
Unrestricted Subsidiaries but which at the time of computation are not
Subsidiaries of the Company.

     "CORPORATE TRUST OFFICE" means the principal office of the Trustee at which
at any particular time its corporate trust business shall be administered, which
office at the date of original execution of this Indenture is located at
____________________, Attention:

                                       3

<PAGE>

_______________, except that, with respect to presentation of the Debt
Securities for payment or registration of transfers or exchanges and the
location of the Security Registrar, such term means the office or agency of the
Trustee at which at any particular time its corporate agency business shall be
conducted, which at the date of original execution of this Indenture is located
at ____________________.

     The term "corporation" includes corporations, associations, companies and
business trusts.

     The term "coupon" means any interest coupon appertaining to a Bearer
Security.

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

     "DEFAULTED INTEREST" has the meaning specified in Section 307.

     "DEPOSITARY" means, with respect to the Debt Securities of any series
issuable or issued in the form of a Global Security, the Person designated as
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" as used with respect to the Debt Securities of any such series
shall mean the Depositary with respect to the Debt Securities of that series.

     "DESIGNATED CURRENCY" has the meaning specified in Section 312.

     "DOLLAR" or "$" 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.

     "EUROCLEAR" means Morgan Guarantee Trust Company of New York, Brussels
Office, as operator of the Euroclear System.

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

     "EVENT OF DEFAULT" has the meaning specified in Section 501.

     "EXCHANGE RATE" shall have the meaning specified as contemplated in Section
301.

     "EXCHANGE RATE AGENT" shall have the meaning specified as contemplated in
Section 301.

     "EXCHANGE RATE OFFICER'S CERTIFICATE", with respect to any date for the
payment of principal of (and premium, if any) and interest on any series of Debt
Securities, means a certificate setting forth the applicable Exchange Rate and
the amounts payable in Dollars and Foreign Currencies in respect of the
principal of (and premium, if any) and interest on Debt

                                       4

<PAGE>

Securities denominated in ECU, any other composite currency or Foreign Currency,
and signed by the Chairman of the Board, a Vice Chairman of the Board, the
President, a Vice President, the Treasurer, an Assistant Treasurer or the
Controller of the Company or the Exchange Rate Agent appointed pursuant to
Section 301, and delivered to the Trustee.

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

     "FUNDED DEBT" means (i) all Indebtedness which by its terms matures more
than 12 months after the time of the computation of the amount thereof or which
is extendible or renewable at the option of the obligor on such Indebtedness to
a time more than 12 months after the time of the computation of the amount
thereof, (ii) all guarantees, direct or indirect, of any such Indebtedness or of
dividends, other than any guarantee in connection with the sale or discount by
the Company or any Restricted Subsidiary of accounts receivable, trade
acceptances and other paper arising in the ordinary course of business, and
(iii) in the case of any Subsidiary, all Preferred Stock of such Subsidiary,
taken at the greater of its voluntary or involuntary liquidation price at the
time of any calculation hereunder, but exclusive of accrued dividends, if any;
provided, however, that in determining the amount of Funded Debt of the Company
or any Subsidiary there shall not be included any amount in respect of
obligations under leases, or guarantees of obligations under leases, whether or
not such obligations or guarantees are shown on a balance sheet as liability
items. The Company or any Restricted Subsidiary shall be deemed to have assumed
Funded Debt secured by any Mortgage upon any of its property or assets whether
or not it has actually done so.

     "GAAP" means, as of the date of any determination with respect thereto,
generally accepted accounting principles as used by the Financial Accounting
Standards Board and/or the American Institute of Certified Public Accountants,
consistently applied and maintained throughout the periods indicated.

     "GLOBAL EXCHANGE AGENT" has the meaning specified in Section 304.

     "GLOBAL EXCHANGE DATE" has the meaning specified in Section 304.

     "GLOBAL SECURITY" means a Debt Security issued to evidence all or part of a
series of Debt Securities in accordance with Section 303.

     "GOVERNMENT OBLIGATIONS" means, in respect of any series of Debt
Securities, securities of (i) the government which issued the currency in which
Debt Securities of such series are denominated and/or in which interest is
payable on the Debt Securities of such series or (ii) government agencies backed
by the full faith and credit of such government.

     "HOLDER", with respect to a Registered Security, means a Person in whose
name such Registered Security is registered in the Security Register and, with
respect to a Bearer Security or a coupon, means the bearer thereof.

     "INDEBTEDNESS" means (i) all items of indebtedness or liability (except
capital and surplus) which in accordance with GAAP would be included in
determining total liabilities as shown on the liability side of a balance sheet
as at the date as of which indebtedness is to be determined,

                                       5

<PAGE>

(ii) indebtedness secured by any Mortgage existing on property owned subject to
such Mortgage, whether or not the indebtedness secured thereby shall have been
assumed, and (iii) guarantees, endorsements (other than for purposes of
collection) and other contingent obligations in respect of, or to purchase or
otherwise acquire, indebtedness of others, unless the amount thereof is included
in indebtedness under the preceding clause (i) or (ii); provided, however, that
any obligations or guarantees of obligations in respect of lease rentals,
whether or not such obligations or guarantees of obligations would be included
as liabilities on a consolidated balance sheet of the Company and its Restricted
Subsidiaries, shall not be included in Indebtedness.

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

     "INTEREST", when used with respect to an Original Issue Discount Security
which by its terms bears interest only after Maturity, means interest payable
after Maturity.

     "INTEREST PAYMENT DATE", with respect to any Debt Security, means the
Stated Maturity of an installment of interest on such Debt Security.

     "INVESTMENTS" mean and include all investments, whether by acquisition of
stock or Indebtedness, or by loan, advance, transfer of property, capital
contribution or otherwise, made by the Company or by any Restricted Subsidiary,
and shall include all guarantees, direct or indirect, by the Company or any
Restricted Subsidiary of any Indebtedness of an Unrestricted Subsidiary which by
its term matures 12 months or less from the time of computation of the amount
thereof to the extent not included as a liability or liability item on the
consolidated balance sheet of the Company and its Restricted Subsidiaries, but
shall not include accounts receivable of the Company or of any Restricted
Subsidiary arising from the sale of merchandise in the ordinary course of
business.

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

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

     "OFFICERS' CERTIFICATE" means a certificate signed by the Chairman of the
Board, a Vice Chairman of the Board, the President or a Vice President, and by
the Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller,
the Secretary or an Assistant Secretary of the Company, and delivered to the
Trustee.

     "OPERATING PROPERTY" means any parcel of real property owned by the Company
or any Subsidiary and primarily used in the operation of its business, including
without limitation, parking facilities, and any equipment located at or
comprising a part of any such property, which

                                       6

<PAGE>

has a net book value on the date as of which the determination is being made in
excess of _____% of Consolidated Net Tangible Assets and which has been owned
and operated by the Company or any Subsidiary for more than 90 days; provided,
however, that any such property or equipment (not theretofore owned by the
Company or a Subsidiary) owned and operated by a corporation which becomes a
Subsidiary after the execution and delivery of this Indenture as originally
executed shall not constitute Operating Property unless owned and operated by
such corporation for more than 90 days after it becomes a Subsidiary.

     "OPINION OF COUNSEL" means a written opinion of counsel, who may (except as
otherwise expressly provided in this Indenture) be an employee of or counsel for
the Company, or who may be other counsel acceptable to the Trustee, which is
delivered to the Trustee.

     "ORIGINAL ISSUE DISCOUNT SECURITY" means any Debt 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 Debt Securities means, as of the
date of determination, all Debt Securities theretofore authenticated and
delivered under this Indenture, except:

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

     (ii) Debt Securities or portions thereof for whose payment or redemption
money or Government Obligations 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 Debt Securities and any coupons
appertaining thereto; provided, however, that if such Debt Securities are to be
redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefor satisfactory to the Trustee has been made; and

     (iii) Debt Securities in exchange for or in lieu of which other Debt
Securities have been authenticated and delivered, or which have been paid,
pursuant to this Indenture;

provided, however, that in determining whether the Holders of the requisite
principal amount of Debt Securities Outstanding have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Debt Securities
owned by the Company or any other obligor upon the Debt 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 such request, demand, authorization,
direction, notice, consent or waiver, only Debt Securities which the Trustee
knows to be so owned shall be so disregarded. Debt 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 Debt Securities and that the pledgee is not the Company or
any other obligor upon the Debt Securities or any Affiliate of the Company or of
such other obligor.

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

                                       7

<PAGE>

     "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 Debt Securities of any
series means any place where the principal of (and premium, if any) and interest
on the Debt Securities of that series are payable as specified as contemplated
by Section 301.

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

     "PREFERRED STOCK", as applied to the capital stock of any corporation,
means stock of any class or classes (however designated) which is preferred as
to the payment of dividends, or as to the distribution of assets on any
voluntary or involuntary liquidation or dissolution of such corporation, over
shares of stock of any other class of such corporation.

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

     "REDEMPTION PRICE", when used with respect to any Debt Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

     "REGISTERED SECURITY" means any Debt 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 Registered Securities of any series means the date specified for that
purpose as contemplated by Section 301.

     "REMARKETING ENTITY", when used with respect to Debt Securities of any
series which are repayable at the option of the Holders thereof before their
Stated Maturity, means any person designated by the Company to purchase any such
Debt Securities.

     "REPAYMENT DATE", when used with respect to any Debt Security to be repaid
upon exercise of an option for repayment by the Holder, means the date fixed for
such repayment pursuant to this Indenture.

     "REPAYMENT PRICE", when used with respect to any Debt Security to be repaid
upon exercise of an option for repayment by the Holder, means the price at which
it is to be repaid pursuant to this Indenture.

     "RESPONSIBLE OFFICER" when used with respect to the Trustee, means any
officer of the Trustee assigned by it to administer its corporate trust matters.

                                       8

<PAGE>

     "RESTRICTED SUBSIDIARY" means any Subsidiary of the Company other than an
Unrestricted Subsidiary.

     "SECURED FUNDED DEBT" means any Funded Debt which is secured by a Mortgage
upon any assets of the Company or a Restricted Subsidiary, including in such
assets, without limitation, shares of stock or Indebtedness of any Subsidiary
owned by the Company or a Restricted Subsidiary.

     "SECURITY REGISTER" and "SECURITY REGISTRAR" have the respective meanings
specified in Section 305.

     "SPECIAL RECORD DATE" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 307.

     "STATED MATURITY", when used with respect to any Debt Security or any
installment of interest thereon, means the date specified in such Debt Security
or a coupon representing such installment of interest as the fixed date on which
the principal of such Debt Security or such installment is due and payable.

     "SUBSIDIARY" means any corporation more than 50% of the outstanding shares
of Voting Stock, except for directors' qualifying shares, of which shall at the
time be owned, directly or indirectly, by the Company or by one or more of the
Subsidiaries, or by the Company and one or more other Subsidiaries.

     "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939 as in force at
the date as of which this instrument was executed, except as provided in Section
905.

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

     "UNITED STATES" means the United States of America (including the District
of Columbia) and its possessions.

     "UNITED STATES ALIEN" 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.

     "UNRESTRICTED SUBSIDIARY" means (a) (i) any Subsidiary listed in Schedule A
hereto, (ii) any Subsidiary created or acquired after the date hereof the
primary business of which consists of financing operations in connection with
leasing and conditional sales transactions on behalf of the Company and its
Subsidiaries, and/or purchasing accounts receivable, and/or making loans secured
by accounts receivable or inventory, or which is otherwise primarily

                                       9

<PAGE>

engaged in the business of a finance company, and (iii) any other Subsidiary
which, in accordance with the provisions of this Indenture, has been designated
by Board Resolution as an Unrestricted Subsidiary, in each case unless and until
any of the Subsidiaries referred to in the foregoing clauses (i), (ii) and (iii)
shall, in accordance with the provisions of this Indenture, be designated by
Board Resolution as a Restricted Subsidiary; and (b) any Subsidiary a majority
of the Voting Stock of which shall at the time be owned directly or indirectly
by one or more Unrestricted Subsidiaries.

     "VOTING STOCK", as applied to the stock (or the equivalent thereof) of any
corporation, means stock (or the equivalent thereof) of any class or classes,
however designated, entitled in the ordinary course to vote in an election of
directors of such corporation, other than stock (or such equivalent) having such
power only by reason of the happening of a contingency.

     "WHOLLY-OWNED RESTRICTED SUBSIDIARY" means any Restricted Subsidiary all
the outstanding capital stock of which, other than directors' qualifying shares,
is owned by the Company and its other Wholly-Owned Restricted Subsidiaries.

Section  1.02 Compliance Certificates and Opinions.

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

     Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture shall include:

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

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

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

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

Section 1.03  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

                                       10

<PAGE>

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 or her certificate or opinion is
based is 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 opinions or representations with respect to such
matters is erroneous.

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

Section 1.04  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 Debt Securities of a series are issuable in whole or in part 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 may, alternatively, be embodied in and evidenced by the record of
Holders of Debt Securities voting in favor thereof, either in person or by
proxies duly appointed in writing, at any meeting of Holders of Debt Securities
duly called and held in accordance with the provisions of Article Fourteen, 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 and so voting at any such meeting. Proof of execution of any such
instrument or of a writing appointing any such agent, or the holding by any
Person of a Debt Security, shall be sufficient for any purpose of this Indenture
and (subject to Section 601) conclusive in favor of the Trustee and the Company,
if made in the manner provided in this Section. The record of any meeting of
Holders of Debt Securities shall be proved in the manner provided in Section
1406.

     (b) The fact and date of the execution by any Person of any such instrument
or writing may be proved in any manner which the Trustee deems sufficient.

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

                                       11

<PAGE>

     (d) The principal amount and serial numbers of Bearer Securities held by
any Person, and the date of holding the same, may be proved by the production of
such Bearer Securities or by a certificate executed, as depositary, by any trust
company, bank, banker or other depositary, 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 in the amount and with the serial numbers
therein described; or such facts may be proved by the certificate or affidavit
of the Person holding such Bearer Securities, if such certificate or affidavit
is deemed by the Trustee to be satisfactory. The Trustee and the Company may
assume that such ownership of any Bearer Security continues until (1) another
certificate or affidavit bearing a later date issued in respect of the same
Bearer Security is produced, or (2) such Bearer Security is produced to the
Trustee by some other person, or (3) such Bearer Security is surrendered in
exchange for a Registered Security, or (4) such Bearer Security is no longer
Outstanding.

     (e) The fact and date of execution of any such instrument or writing, 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 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 Section.

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

     (g) For purposes of determining the principal amount of Outstanding Debt
Securities of any series the Holders of which are required, requested or
permitted to give any request, demand, authorization, direction, notice,
consent, waiver or take any other Act under this Indenture, (i) each Original
Issue Discount Security shall be deemed to have the principal amount determined
by the Trustee that could be declared to be due and payable pursuant to the
terms of such Original Issue Discount Security as of the date there is delivered
to the Trustee and, where it is hereby expressly required, to the Company, such
Act by Holders of the required aggregate principal amount of the Outstanding
Debt Securities of such series and (ii) each Debt Security denominated in a
Foreign Currency or composite currency shall be deemed to have the principal
amount determined by the Exchange Rate Agent by converting the principal amount
of such Debt Security in the currency in which such Debt Security is denominated
into Dollars at the Exchange Rate as of the date such Act is delivered to the
Trustee and, where it is hereby expressly required, to the Company, by Holders
of the required aggregate principal amount of the Outstanding Debt Securities of
such series.

     (h) The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Debt Securities of any series entitled to
give, make or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to be
given, made or taken by Holders of Debt Securities of such series, provided that
the Company may not set a record date for, and the provisions of this paragraph

                                       12

<PAGE>

shall not apply with respect to, the giving or making of any notice,
declaration, request or direction referred to in the next paragraph. If any
record date is set pursuant to this paragraph, the Holders of Outstanding Debt
Securities of the relevant series on such record date, and no other Holders,
shall be entitled to take the relevant action, whether or not such Holders
remain Holders after such record date; provided that no such action shall be
effective hereunder unless taken on or prior to the applicable Expiration Date
(as defined below) by Holders of the requisite principal amount of Outstanding
Debt Securities of such series on such record date. Nothing in this paragraph
shall be construed to prevent the Company from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Debt Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Company, at its own expense, shall cause notice
of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Trustee in writing and to each Holder of Debt
Securities of the relevant series in the manner set forth in Section 106.

     The Trustee may set any day as a record date for the purpose of determining
the Holders of Outstanding Debt Securities of any series entitled to join in the
giving or making of (i) any notice of an Event of Default, (ii) any declaration
of acceleration referred to in Section 502, (iii) any request to institute
proceedings referred to in Section 507(2), or (iv) any direction referred to in
Section 512, in each case with respect to Debt Securities of such series. If any
record date is set pursuant to this paragraph, the Holders of Outstanding Debt
Securities of such series on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date; provided that no such
action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding Debt
Securities of such series on such record date. Nothing in this paragraph shall
be construed to prevent the Trustee from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Debt Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this paragraph, the Trustee, at the Company's expense, shall cause
notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Company in writing and to each Holder of Debt
Securities of the relevant series in the manner set forth in Section 106.

     With respect to any record date set pursuant to this Section, the party
hereto which sets such record dates may designate any day as the "Expiration
Date" and from time to time may change the Expiration Date to any earlier or
later day; provided that no such change shall be effective unless notice of the
proposed new Expiration Date is given to the other party hereto in writing, and
to each Holder of Debt Securities of the relevant series in the manner set forth
in Section 106, on or prior to the existing Expiration Date. If an Expiration
Date is not designated with respect to any record date set pursuant to this
Section, the party hereto which set such record date shall be deemed to have
initially designated the 180th day after such record date as

                                       13

<PAGE>

the Expiration Date with respect thereto, subject to its right to change the
Expiration Date as provided in this paragraph.

Section 1.05  Notices, etc., to Trustee and Company.

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

     (1) the Trustee by any Holder or by the Company shall be sufficient for
every purpose hereunder (unless otherwise herein expressly provided), if in
writing and sent by certified mail or by courier to 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 sent by certified mail or by courier to the Company addressed to the
attention of its Secretary 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 1.06  Notice to Holders; Waiver.

     Except as otherwise expressly provided herein, where this Indenture
provides for notice to Holders of any event, (1) such notice shall be
sufficiently given to Holders of Registered Securities if in writing and mailed,
first-class postage prepaid, to each Holder of a Registered Security affected by
such event, at such Holder's address as it appears in the Security Register, not
later than the latest date, and not earlier than the earliest date, prescribed
for the giving of such notice; and (2) such notice shall be sufficiently given
to Holders of Bearer Securities by publication thereof in an Authorized
Newspaper in The City of New York and, if the Debt Securities of such series are
then listed on The International Stock Exchange of the United Kingdom and the
Republic of Ireland and such stock exchange shall so require, in London, and, if
the Debt Securities of such series are then listed on the Luxembourg Stock
Exchange and such stock exchange shall so require, in Luxembourg and, if the
Debt Securities of such series are then listed on any other stock exchange
outside the United States and such stock exchange shall so require, in any other
required city outside the United States or, if not practicable, in Europe on a
Business Day at least twice, the first such publication to be not later than the
latest date and not earlier than the earliest date prescribed for the giving of
such notice.

     In case, by reason of the suspension of or irregularities in regular mail
service or for any other reason, it shall be impossible or impracticable to mail
notice of any event to Holders of Registered Securities when said notice is
required to be given pursuant to any provision of this Indenture or of the Debt
Securities, then any manner of giving such notice as shall be satisfactory to
the Trustee shall be deemed to be a sufficient giving of such notice. In any
case where notice to Holders of Registered Securities is to be given by mail,
neither the failure to mail such notice, nor any defect in any notice so mailed,
to any particular Holder of a Registered Security shall affect the sufficiency
of such notice with respect to other Holders of Registered Securities or the
sufficiency of any notice by publication to Holders of Bearer Securities given
as provided above.

                                       14

<PAGE>

     In case, by reason of the suspension of publication of any Authorized
Newspaper, or by reason of any other cause, it shall be impossible or
impracticable to make publication of any notice to Holders of Bearer Securities
as provided above, then such method of publication or notification 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.

     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.

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

Section 1.07  Conflict with Trust Indenture Act.

     If any provision hereof limits, qualifies or conflicts with another
provision hereof which is required to be included in this Indenture by any of
the provisions of the Trust Indenture Act, such required provision shall
control.

Section 1.08  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 1.09  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 1.10  Separability Clause.

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

Section 1.11  Benefits of Indenture.

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

                                       15

<PAGE>

Section 1.12  Governing Law.

     This Indenture and the Debt Securities and any coupons shall be governed by
and construed in accordance with the laws of the State of California, without
regard to conflict of laws principles.

Section 1.13  Legal Holidays.

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

Section 1.14  Exemption from Individual Liability.

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

Section 1.15  Counterparts.

     This Indenture 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 Indenture.

                                       16

<PAGE>

                                  ARTICLE TWO

                               DEBT SECURITY FORMS

Section 2.01  Forms Generally.

     The Registered Securities, if any, and the Bearer Securities and related
coupons, if any, of each series shall be in substantially the form (including
temporary or permanent global form) as shall be established in or pursuant to a
Board Resolution or in one or more indentures supplemental hereto, in each case
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture, and may have such letters,
numbers or other marks of identification and such legends or endorsements placed
thereon, as may be required to comply with the rules of any securities exchange,
or as may, consistently herewith, be determined by the officers executing such
Debt Securities or coupons, as evidenced by their signatures on the Debt
Securities or coupons. If the form of Debt Securities of any series or coupons
(including any such Global Security) is established by action taken pursuant to
a Board Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 303 for the authentication and delivery of such Debt
Securities or coupons.

     Unless otherwise specified as contemplated by Section 301, Debt Securities
in bearer form other than Debt Securities in temporary or permanent global form
shall have coupons attached.

     The definitive Debt 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 Debt Securities,
as evidenced by the execution of such Debt Securities and coupons.

Section 2.02  Form of Trustee's Certificate of Authentication.

     This is one of the Debt Securities, of the series designated herein,
described in the within-mentioned Indenture.

     -----------------------------------------------,
     as Trustee


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

Section 2.03  Debt Securities in Global Form.

     If Debt Securities of a series are issuable in whole or in part in global
form, as specified as contemplated by Section 301, then, notwithstanding clause
(10) of Section 301 and the provisions of Section 302, such Global Security
shall represent such of the outstanding Debt

                                       17

<PAGE>

Securities of such series as shall be specified therein and may provide that it
shall represent the aggregate amount of Outstanding Debt Securities from time to
time endorsed thereon and that the aggregate amount of Outstanding Debt
Securities represented thereby may from time to time be reduced to reflect
exchanges. Any endorsement of a Global Security to reflect the amount, or any
increase or decrease in the amount, of Outstanding Debt Securities represented
thereby shall be made in such manner and upon instructions given by such Person
or Persons as shall be specified therein or in the Company Order to be delivered
to the Trustee pursuant to Section 303 or Section 304.

     The provisions of the last sentence of Section 303(g) shall apply to any
Debt Securities represented by a Debt Security in global form if such Debt
Security was never issued and sold by the Company and the Company delivers to
the Trustee the Debt Security in global form together with written instructions
(which need not comply with Section 102 and need not be accompanied by an
Opinion of Counsel) with respect to the reduction in the principal amount of
Debt Securities represented thereby, together with the written statement
contemplated by the last sentence of Section 303(g).

     Global Securities may be issued in either registered or bearer form and in
permanent form or, in the case of Bearer Securities, either temporary or
permanent form.

                                 ARTICLE THREE

                               THE DEBT SECURITIES

Section 3.01  Amount Unlimited; Issuance in Series.

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

     The Debt 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 Debt Securities of any series:

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

     (2) the limit, if any, upon the aggregate principal amount of the Debt
Securities of the series which may be authenticated and delivered under this
Indenture (except for Debt Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Debt
Securities of the series pursuant to Section 304, 305, 306, 906, 1107 or 1303
and except for any Debt Securities which, pursuant to Section 303, are deemed
never to have been authenticated and delivered hereunder);

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

                                       18

<PAGE>

     (4) the rate or rates, if any, at which the Debt Securities of the series
shall bear interest, or the method or methods by which such rate or rates may be
determined, the date or dates from which such interest shall accrue, the
Interest Payment Dates on which such interest shall be payable, the Regular
Record Date for the interest payable on any Registered Security on any Interest
Payment Date and the circumstances, if any, in which the Company may defer
interest payments;

     (5) the place or places where, subject to the provisions of Section 1002,
the principal of (and premium, if any) and interest on Debt Securities of the
series shall be payable, any Registered Securities of the series may be
surrendered for registration of transfer, Debt Securities of the series may be
surrendered for exchange and notices and demands to or upon the Company in
respect of the Debt Securities of the series and this Indenture may be served
and where notices to Holders pursuant to Section 106 will be published;

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

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

     (8) whether Debt Securities of the series are to be issuable as Registered
Securities, Bearer Securities or both, whether Debt Securities of the series are
to be issuable with or without coupons or both and, in the case of Bearer
Securities, the date as of which such Bearer Securities shall be dated if other
than the date of original issuance of the first Debt Security of such series of
like tenor and term to be issued;

     (9) whether the Debt Securities of the series shall be issued in whole or
in part in the form of a Global Security or Securities and, in such case, the
Depositary and Global Exchange Agent for such Global Security or Securities,
whether such global form shall be permanent or temporary and, if applicable, the
Global Exchange Date;

     (10) if Debt Securities of the series are to be issuable initially in the
form of a temporary Global Security, the circumstances under which the temporary
Global Security can be exchanged for definitive Debt Securities and whether the
definitive Debt Securities will be Registered and/or Bearer Securities and will
be in global form and whether interest in respect of any portion of such Global
Security payable in respect of an Interest Payment Date prior to the Global
Exchange Date shall be paid to any clearing organization with respect to a
portion of such Global 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 if other
than as provided in this Article Three;

                                       19

<PAGE>

     (11) whether, and under what conditions, additional amounts will be payable
to Holders of Debt Securities of the series pursuant to Section 1006;

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

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

     (14) the currency or currencies of denomination of the Debt 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 any 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 the Debt Securities will be made, any other
currency or currencies 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 and the periods within which and the terms
and conditions upon which such election is to be made, and the Exchange Rate and
Exchange Rate Agent;

     (16) if the amount of payments of principal of (and premium, if any) or
interest on the Debt Securities of the series may be determined with reference
to an index, the manner in which such amounts shall be determined;

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

     (18) any Events of Default with respect to Debt Securities of such series,
if not set forth herein;

     (19) any other covenant or warranty included for the benefit of the Debt
Securities of the series in addition to (and not inconsistent with) those set
forth herein for the benefit of Debt Securities of all series, or any other
covenant or warranty included for the benefit of Debt Securities of the series
in lieu of any covenant or warranty set forth herein for the benefit of Debt
Securities of all series, or any provision that any covenant or warranty set
forth herein for the benefit of Debt Securities of all series shall not be for
the benefit of Debt Securities of such series, or any combination of such
covenants, warranties or provisions and the applicability, if any, of the
provisions of Section 1012 to such covenants and warranties;

     (20) the terms and conditions, if any, pursuant to which the Company's
obligations under this Indenture may be terminated through the deposit of money
or Government Obligations as provided in Articles Four and Fifteen;

                                       20

<PAGE>

     (21) the Person or Persons who shall be Security Registrar for the Debt
Securities of such series if other than the Trustee, and the place or places
where the Security Register for such series shall be maintained and the Person
or Persons who will be the initial Paying Agent or Agents, if other than the
Trustee; and

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

     All Debt Securities of any one series and the coupons appertaining to
Bearer Securities of such series, if any, shall be substantially identical
except, in the case of Registered Securities, as to denomination 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.

     Debt Securities of any particular series may be issued at various times,
with different dates on which the principal or any installment of principal is
payable, with different rates of interest, if any, or different methods by which
rates of interest may be determined, with different dates on which such interest
may be payable and with different Redemption or Repayment Dates and may be
denominated in different currencies or payable in different currencies.

     If any of the terms of a series of Debt 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 3.02  Denominations.

     Debt Securities of each series shall be issuable in such form and
denominations as shall be specified in the form of Debt Security for such series
approved or established pursuant to Section 201 or in the Officers' Certificate
delivered pursuant to Section 301. In the absence of any specification with
respect to the Debt Securities of any series, the Registered Securities of such
series, if any, shall be issuable in denominations of $1,000 and any integral
multiple thereof and the Bearer Securities of such series, if any, shall be
issuable in the denominations of $5,000.

Section 3.03  Execution, Authentication, Delivery and Dating.

     (a) The Debt Securities shall be executed on behalf of the Company by its
Chairman of the Board, a Vice Chairman of the Board, the President or a Vice
President, and by its Treasurer or one of its Assistant Treasurers or its
Secretary or one of its Assistant Secretaries under its corporate seal
reproduced thereon. The signature of any of these officers on the Debt
Securities may be manual or facsimile. Coupons shall bear the facsimile
signature of an authorized officer of the Company. Debt Securities and coupons
bearing the manual or facsimile signatures of individuals who were at any time
the proper officers of the Company shall bind the Company, notwithstanding that
such individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Debt Securities or coupons of any series or
did not hold such offices at the date of such Debt Securities or coupons.

                                       21

<PAGE>

     (b) At any time and from time to time after the execution and delivery of
this Indenture, Debt Securities of any series may be executed by the Company and
delivered to the Trustee for authentication, and, except as otherwise provided
in this Article Three, shall thereupon be authenticated and delivered by the
Trustee upon Company Order, without any further action by the Company; provided,
however, that, in connection with its original issuance, a Bearer Security may
be delivered only outside the United States and, except in the case of a
temporary Global Security, only if the Company or its agent shall have received
the certification required pursuant to Sections 304(b)(iii) and (iv), unless
such certification shall have been provided earlier pursuant to section
304(b)(v) hereof, and only if the Company has no reason to know that such
certification is false.

     To the extent authorized in or pursuant to a Board Resolution and set forth
in an Officers' Certificate, or established in one or more indentures
supplemental hereto, such written Company Order may be given by any one officer
or employee of the Company, may be electronically transmitted, and may provide
instructions as to registration of holders, principal amounts, rates of
interest, maturity dates and other matters contemplated by such Board Resolution
and Officers' Certificate or supplemental indenture to be so instructed in
respect thereof. Before authorizing and delivering the first Debt Securities of
any series (and upon request of the Trustee thereafter), the Company shall
deliver to the Trustee (i) the certificates called for under Sections 201 and
301 hereof and (ii) an Opinion of Counsel described in the next sentence.

     In authenticating such Debt Securities, and accepting the additional
responsibilities under this Indenture in relation to any such Debt Securities,
the Trustee shall be entitled to receive, prior to the initial authentication of
such Debt Securities, and (subject to Section 601) shall be fully protected in
relying upon:

     (i) a Board Resolution relating thereto and, if applicable, an appropriate
record of any action taken pursuant to such resolution certified by the
Secretary or an Assistant Secretary of the Company;

     (ii) an executed supplemental indenture, if any, relating thereto;

     (iii) an Officers' Certificate setting forth the form and terms of the Debt
Securities of such series and coupons, if any, pursuant to Sections 201 and 301
and stating that all conditions precedent provided for in this Indenture
relating to the issuance of such Debt Securities have been complied with; and

     (iv) an Opinion of Counsel stating:

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

     (B) that the terms of such Debt Securities and coupons, if any, have been
established in or pursuant to a Board Resolution or by a supplemental indenture
as permitted by Section 301 in conformity with the provisions of this Indenture;
and

                                       22

<PAGE>

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

     (c) If the Company shall establish pursuant to Section 301 that the Debt
Securities of a series are to be issued in whole or in part in the form of one
or more Global Securities, then the Company shall execute and the Trustee shall,
in accordance with this Section and the Company Order with respect to such
series, authenticate and deliver one or more Global Securities in permanent or
temporary form that (i) shall represent and shall be denominated in an aggregate
amount equal to the aggregate principal amount of the Outstanding Debt
Securities of such series to be represented by one or more Global Securities,
(ii) shall be registered in the name of the Depositary for such Global Security
or Securities or the nominee of such Depositary and (iii) shall be delivered by
the Trustee to such Depositary or pursuant to such Depositary's instructions.

     (d) The Trustee shall have the right to decline to authenticate and deliver
any Debt Securities under this Section 303 if the issuance of such Debt
Securities will adversely affect the Trustee's own rights, duties or immunities
under the Debt Securities and this Indenture or otherwise in a manner which is
not reasonably acceptable to the Trustee.

     (e) If all the Debt Securities of any series are not to be issued at one
time, it shall not be necessary to deliver an Opinion of Counsel at the time of
issuance of each Debt Security, but such Opinion of Counsel, with appropriate
modifications, may instead be delivered at or prior to the time of the first
issuance of Debt Securities of such series.

     (f) Each Registered Security shall be dated the date of its authentication.
Each Bearer Security shall be dated as of the date specified as contemplated by
Section 301.

     (g) No Debt Security or coupon attached thereto shall be entitled to any
benefit under this Indenture or be valid or obligatory for any purpose, unless
there appears on such Debt Security a certificate of authentication
substantially in the form provided for herein executed by the Trustee, and such
certificate upon any Debt Security shall be conclusive evidence, and the only
evidence, that such Debt Security has been duly authenticated and delivered
hereunder. Except as permitted by Section 306, the Trustee shall not
authenticate and deliver any Bearer Security unless all appurtenant coupons for
interest then matured have been detached and cancelled. Notwithstanding the
foregoing, if any Debt Security or portion thereof shall have been duly
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Debt Security to the Trustee for cancellation
as provided in Section 309 together with a written statement (which need not
comply with Section 102 and need

                                       23

<PAGE>

not be accompanied by an Opinion of Counsel) stating that such Debt Security or
portion thereof has never been issued and sold by the Company, for all purposes
of this Indenture such Debt Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.

     (h) Each Depositary designated pursuant to Section 301 for a Global
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
Securities Exchange Act of 1934 and any other applicable statute or regulation.

Section 3.04  Temporary Debt Securities.

     (a) Pending the preparation of definitive Debt Securities of any series,
the Company may execute, and upon receipt of documents required by Sections 301
and 303, together with a Company Order, the Trustee shall authenticate and
deliver, temporary Debt Securities which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any denomination, substantially of the
tenor and terms of the definitive Debt Securities in lieu of which they are
issued in registered form or, if authorized, in bearer form with one or more
coupons or without coupons, and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Debt
Securities may determine, as evidenced by their signatures on such Debt
Securities. In the case of Debt Securities of any series issuable as Bearer
Securities, such temporary Debt Securities may be in global form, representing
all or any part of the Outstanding Debt Securities of such series.

     (b) Unless otherwise provided pursuant to Section 301:

     (i) Except in the case of temporary Debt Securities in global form, if
temporary Debt Securities of any series are issued, the Company will cause
definitive Debt Securities of such series to be prepared without unreasonable
delay. After the preparation of definitive Debt Securities of such series, the
related temporary Debt Securities shall be exchangeable for such definitive Debt
Securities upon surrender of the temporary Debt Securities of such series at the
office or agency of the Company in the Place of Payment for such series, without
charge to the Holder. Upon surrender for cancellation of any one or more
temporary Debt Securities of any series (accompanied, if applicable, by all
unmatured coupons and all matured coupons in default appertaining thereto), the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like principal amount of definitive Debt Securities of the same
series of like tenor and terms and of authorized denominations; provided,
however, that no Bearer Security shall be delivered in exchange for a Registered
Security; and provided, further, that a Bearer Security shall be delivered in
exchange for a Bearer Security only in compliance with the conditions set forth
in Section 305.

     (ii) If Debt Securities of any series are issued in temporary global form,
any such temporary Global Security shall, unless otherwise provided pursuant to
Section 301, be delivered to the Depositary for the benefit of Euroclear and
CEDEL S.A., for credit to the respective accounts of the beneficial owners of
such Debt Securities (or to such other accounts as they may direct).

                                       24

<PAGE>

     (iii) Without unnecessary delay but in any event not later than the date
specified in, or determined pursuant to the terms of, any such temporary Global
Security (the "GLOBAL EXCHANGE DATE"), the Company shall deliver definitive Debt
Securities to the Trustee or the agent appointed by the Company pursuant to
Section 301 to effect the exchange of the temporary Global Security for
definitive Debt Securities (the "GLOBAL EXCHANGE AGENT"), in an aggregate
principal amount equal to the principal amount of such temporary Global
Security, executed by the Company. On or after the Global Exchange Date, such
temporary Global Security shall be surrendered by the Depositary to the Global
Exchange Agent, to be exchanged, in whole or from time to time in part, for
definitive Debt Securities without charge and the Trustee or the Global Exchange
Agent, if authorized by the Trustee pursuant to Section 614, shall authenticate
and deliver, in exchange for each portion of such temporary Global Security, an
equal aggregate principal amount of definitive Debt Securities of the same
series of authorized denominations and of like tenor and terms as the portion of
such temporary Global Security to be exchanged. Upon any exchange of a part of
such temporary Global Security for definitive Debt Securities, the portion of
the principal amount and any interest thereon so exchanged shall be endorsed by
the Global Exchange Agent on a schedule to such temporary Global Security,
whereupon the principal amount and interest payable with respect to such
temporary Global Security shall be reduced for all purposes by the amount so
exchanged and endorsed. The definitive Debt Securities to be delivered in
exchange for any such temporary Global Security shall be in bearer form,
registered form, global registered form or global bearer form, or any
combination thereof, as specified as contemplated by Section 301, and, if any
combination thereof is so specified, as requested by the beneficial owner
thereof; provided, however, that, in the case of the exchange of the temporary
Global Security for definitive Bearer Securities (including a definitive Global
Bearer Security), upon such presentation by the Depositary, such temporary
Global Security shall be accompanied by a certificate signed by Euroclear as to
the portion of such temporary Global Security held for its account then to be
exchanged and a certificate signed by CEDEL S.A. as to the portion of such
temporary Global Security held for its account then to be exchanged, each in the
form set forth in EXHIBIT B to this Indenture; and provided, further, that
definitive Bearer Securities (including a definitive Global Bearer Security)
shall be delivered in exchange for a portion of a temporary Global Security only
in compliance with the requirements of Section 303.

     (iv) The interest of a beneficial owner of Debt Securities of a series in a
temporary Global Security shall be exchanged for definitive Debt Securities of
the same series and of like tenor and terms following the Global Exchange Date
when the account holder instructs Euroclear or CEDEL S.A., as the case may be,
to request such exchange on such account holder's behalf and, in the case of the
exchange of the temporary Global Security for definitive Bearer Securities
(including a definitive Global Bearer Security), the account holder delivers to
Euroclear or CEDEL S.A., as the case may be, a certificate in the form set forth
in EXHIBIT A-1 and, if applicable, A-2 to this Indenture, dated no earlier than
15 days prior to the Global Exchange Date, copies of which certificate shall be
available from the offices of Euroclear and CEDEL S.A., the Global Exchange
Agent, any authenticating agent appointed for such series of Debt Securities and
each Paying Agent. Unless otherwise specified in such temporary Global Security,
any such exchange shall be made free of charge to the beneficial owners of such
temporary Global Security, except that a Person receiving definitive Debt
Securities must bear the cost of insurance, postage, transportation and the like
in the event that such Person does not take delivery of such definitive Debt
Securities in person at the offices of Euroclear and CEDEL

                                       25

<PAGE>

S.A. Definitive Debt Securities in bearer form to be delivered in exchange for
any portion of a temporary Global Security shall be delivered only outside the
United States.

     (v) Until exchanged in full as hereinabove provided, the temporary Debt
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Debt Securities of the same series and of
like tenor and terms authenticated and delivered hereunder, except that interest
payable on a temporary Global Security on an Interest Payment Date shall be
payable to Euroclear and CEDEL S.A. on such Interest Payment Date only if there
has been delivered by Euroclear and CEDEL S.A. to the Global Exchange Agent a
certificate or certificates in the form set forth in EXHIBIT B to this Indenture
dated no earlier than the first Interest Payment Date, for credit without
further interest on or after such Interest Payment Date to the respective
accounts of the Persons who are the beneficial owners of such temporary Global
Security on such Interest Payment Date and who have each delivered to Euroclear
or CEDEL S.A., as the case may be, a certificate in the form set forth in
EXHIBIT A-1 and, if applicable, A-2 to this Indenture dated no earlier than the
first Interest Payment Date. Any interest so received by Euroclear and CEDEL
S.A. and not paid as herein provided prior to the Global Exchange Date shall be
returned to the Global Exchange Agent which, upon expiration of two years after
such Interest Payment Date, shall repay such interest to the Company in
accordance with Section 1003.

Section 3.05  Registration; Registration of Transfer and Exchange.

     The Company shall cause to be kept at one of the offices or agencies to be
maintained by the Company in accordance with the provisions of this Section 305
and Section 1002, with respect to the Debt Securities of each series which are
Registered Securities, a register (herein sometimes referred to as the "SECURITY
REGISTER") in which, subject to such reasonable regulations as it may prescribe,
the Company shall provide for the registration of Registered Securities and of
transfers of Registered Securities. Pursuant to Section 301, the Company shall
appoint, with respect to Debt Securities of each series which are Registered
Securities, a "Security Registrar" for the purpose of registering such Debt
Securities and transfers and exchanges of such Debt Securities as herein
provided.

     Upon surrender for registration of transfer of any Registered Security of
any series at the office or agency of the Company maintained for such purpose,
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 denomination or denominations,
of like tenor and terms and aggregate principal amount.

     At the option of the Holder, Registered Securities of any series may be
exchanged for other Registered Securities of the same series of any authorized
form and denomination, of like tenor and terms and aggregate principal amount,
upon surrender of the Registered Securities to be exchanged at such office or
agency. Bearer Securities may not be delivered in exchange for Registered
Securities.

     At the option of the Holder, Registered Securities or Bearer Securities of
any series may be issued in exchange for Bearer Securities (except as otherwise
specified as contemplated by Section 301 with respect to a Bearer Security in
global form) of the same series, of any

                                       26

<PAGE>

authorized denominations and of like tenor and terms 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 and like tenor and terms 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.

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

     If at any time the Depositary for the Debt Securities of a series notifies
the Company that it is unwilling or unable to continue as Depositary for the
Debt Securities of such series or if at any time the Depositary for the Debt
Securities of such series shall no longer be eligible under Section 303(h), the
Company shall appoint a successor Depositary with respect to the Debt Securities
of such series. If a successor Depositary for the Debt Securities of such series
is not appointed by the Company within 90 days after the Company receives such
notice or becomes aware of such ineligibility, the Company's election pursuant
to Section 301(9) shall no longer be effective with respect to the Debt
Securities of such series and the Company will execute, and the Trustee, upon
receipt of a Company Order for the authentication and delivery of definitive
Debt Securities of such series, will authenticate and deliver, Debt Securities
of such series in definitive form in an aggregate principal amount equal to the
principal amount of the Global Security or Securities representing such series
in exchange for such Global Security or Securities.

     The Company may at any time and in its sole discretion determine that the
Debt 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 will execute, and the Trustee, upon receipt of a
Company Order for the authentication and delivery of definitive Debt Securities
of such series, will authenticate and deliver, Debt Securities of such series in
definitive form and in an aggregate principal amount equal to the principal
amount of the Global

                                       27

<PAGE>

Security or Securities representing such series in exchange for such Global
Security or Securities.

     If specified by the Company pursuant to Section 301 with respect to a
series of Debt Securities, the Depositary for such series of Debt Securities may
surrender a Global Security for such series of Debt Securities in exchange in
whole or in part for Debt Securities of such series of like tenor and terms and
in definitive 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 charge to any Holder,

     (a) to each Person specified by such Depositary a new Debt Security or
Securities of the same series, of like tenor and terms and of any authorized
denominations 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

     (b) to such Depositary a new Global Security of like tenor and terms and in
a denomination equal to the difference, if any, between the principal amount of
the surrendered Global Security and the aggregate principal amount of Debt
Securities delivered to Holders thereof.

     In any exchange provided for in any of the preceding three paragraphs, the
Company will execute and the Trustee will authenticate and deliver Debt
Securities (a) in definitive registered form in authorized denominations, if the
Debt Securities of such series are issuable as Registered Securities, (b) in
definitive bearer form in authorized denominations, with coupons attached, if
the Debt Securities of such series are issuable as Bearer Securities or (c) as
either Registered or Bearer Securities, as shall be specified by the beneficial
owner thereof, if the Debt Securities of such series are issuable in either
form; provided, however, that no definitive Bearer Security shall be delivered
in exchange for a temporary Global Security unless the Company or its agent
shall have received from the person entitled to receive the definitive Bearer
Security a certificate substantially in the form set forth in EXHIBIT A-1 and,
if applicable, A-2 hereto; and provided further that delivery of a Bearer
Security shall occur only outside the United States; and provided further that
no definitive Bearer Security will be issued if the Company has reason to know
that any such certificate is false.

     Upon the exchange of a Global Security for Debt Securities in definitive
form, such Global Security shall be cancelled by the Trustee. Registered
Securities issued in exchange for a Global Security pursuant to this Section
shall be registered in such names and in such authorized denominations as the
Depositary for such Global Security, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee. The Trustee
shall deliver such Registered Securities to the persons in whose names such Debt
Securities are so registered. The Trustee shall deliver Bearer Securities issued
in exchange for a Global Security pursuant to this Section to the persons, and
in such authorized denominations, as the Depositary for such Global Security,
pursuant to instructions from its direct or indirect participants or otherwise,
shall instruct the Trustee; provided, however, that no definitive Bearer
Security shall be delivered in exchange for a temporary Global Security unless
the Company or its agent shall have received from the person entitled to receive
the definitive Bearer Security a certificate substantially in the form set forth
in EXHIBIT A-1 and, if applicable, A-2 hereto; and provided further that
delivery of

                                       28

<PAGE>

a Bearer Security shall occur only outside the United States; and provided
further that no definitive Bearer Security will be issued if the Company has
reason to know that any such certificate is false. All Debt Securities issued
upon any registration of transfer or exchange of Debt Securities shall be the
valid obligations of the Company, evidencing the same debt, and entitled to the
same benefits under this Indenture, as the Debt Securities surrendered upon such
registration of transfer or exchange.

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

     No charge to any Holder shall be made for any registration of transfer or
exchange of Debt 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 transfer, registration of transfer or exchange of Debt
Securities, other than exchanges expressly provided in this Indenture to be made
at the Company's own expense or without expense or without charge to the
Holders.

     The Company shall not be required (i) to issue, register the transfer of or
exchange Debt Securities of any particular series to be redeemed for a period of
fifteen days preceding the first publication of the relevant notice of
redemption or, if Registered Securities are outstanding and there is no
publication, the mailing of the relevant notice of redemption of Debt Securities
of such series selected for redemption under Section 1103 and ending at the
close of business on the day of such mailing, 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 such Registered 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
like tenor and terms of that series, provided that such Registered Security
shall be simultaneously surrendered for redemption.

     Notwithstanding anything herein to the contrary, the exchange of Bearer
Securities into Registered Securities shall be subject to applicable laws and
regulations in effect at the time of exchange; neither the Company, the Trustee
nor the Security Registrar shall exchange any Bearer Securities into Registered
Securities if it has received an Opinion of Counsel that as a result of such
exchanges the Company would suffer adverse consequences under the United States
Federal income tax laws and regulations then in effect and the Company has
delivered to the Trustee a Company Order directing the Trustee not to make such
exchanges thereafter unless and until the Trustee receives a subsequent Company
Order to the contrary. The Company shall deliver copies of such Company Orders
to the Security Registrar.

Section 3.06  Mutilated, Destroyed, Lost and Stolen Debt Securities.

     If (i) any mutilated Debt Security or a Bearer Security with a mutilated
coupon appertaining to it is surrendered to a Paying Agent outside the United
States designated by the Company, or, in the case of any Registered Security, to
the Trustee, or (ii) the Company and the

                                       29

<PAGE>

Trustee receive evidence to their satisfaction of the destruction, loss or theft
of any Debt Security or coupon, and there is delivered to the Company and the
Trustee such security or indemnity as may be required by them to save each of
them harmless, then, in the absence of notice to the Company and the Trustee
that such Debt Security or coupon has been acquired by a bona fide purchaser,
the Company shall execute and upon its written request the Trustee shall
authenticate and deliver, in exchange for any such mutilated Debt Security or
Bearer Security with a mutilated coupon appertaining to it or to which a
destroyed, lost or stolen coupon appertains (with all appurtenant coupons not
destroyed, lost or stolen) or in lieu of any such destroyed, lost or stolen Debt
Security, a new Debt Security of like tenor and terms and principal amount,
bearing a number not contemporaneously outstanding, with coupons corresponding
to the coupons, if any, appertaining to such destroyed, lost or stolen Debt
Security or to the Debt Security to which such destroyed, lost or stolen coupon
appertains; provided, however, that any such new Bearer Security will be
delivered only in compliance with the conditions set forth in Section 305.

     In case any such mutilated, destroyed, lost or stolen Debt Security or
coupon has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Debt Security, pay such Debt Security
or coupon; provided, however, that payment of principal of (and premium, if any)
and any interest on Bearer Securities shall, except as otherwise provided in
Section 1002, be payable only at an office or agency located outside the United
States; and provided, further, that, with respect to any such coupons, interest
represented thereby (but not any additional amounts payable as provided in
Section 1006), shall be payable only upon presentation and surrender of the
coupons appertaining thereto.

     Upon the issuance of any new Debt Security or coupons 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 and printing expenses)
connected therewith.

     Every new Debt Security of any series, with its coupons, if any, issued
pursuant to this Section in lieu of any destroyed, lost or stolen Debt Security,
or in exchange for a Bearer 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 Debt Security and its
coupons, if any, or the destroyed, lost or stolen coupon shall be at any time
enforceable by anyone, and any such new Debt Security and coupons, if any, shall
be entitled to all the benefits of this Indenture equally and proportionately
with any and all other Debt Securities of that series and their coupons, if any,
duly issued hereunder. The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Debt
Securities or coupons.

Section 3.07  Payment of Interest; Interest Rights Preserved.

     Interest on 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 Registered Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest. In case a Bearer Security of any series is

                                       30

<PAGE>

surrendered in exchange for a Registered Security of such series after the close
of business (at an office or agency in a Place of Payment for such series) on
any Regular Record Date and before the opening of business (at such office or
agency) on the next succeeding Interest Payment Date, such Bearer Security shall
be surrendered without the coupon relating to such Interest Payment Date and
interest will not be payable on such Interest Payment Date in respect of the
Registered Security issued in exchange for such Bearer Security, but will be
payable only to the Holder of such coupon when due in accordance with the
provisions of this Indenture. At the option of the Company, payment of interest
on any Registered Security may be made by check in the currency designated for
such payment pursuant to the terms of such Registered Security mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register or by wire transfer to an account in such currency designated
by such Person in writing not later than ten days prior to the date of such
payment.

     Any interest on 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
registered Holder on the relevant Regular Record Date by virtue of his 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 and/or
Government Obligations the payments of principal and interest on which when due
(and without reinvestment) will provide money in such amounts as will (together
with any money irrevocably deposited in trust with the Trustee, without
investment) be 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 and/or
Government Obligations when deposited to be held in trust for the benefit of the
Persons entitled to such Defaulted Interest as in this Clause provided.

     Thereupon the Trustee shall fix a Special Record Date for the payment of
such Defaulted Interest which shall be not more than 15 days and not less than
10 days prior to the date of the proposed payment and not less than 10 days
after the receipt by the Trustee of the notice of the proposed payment. The
Trustee shall promptly notify the Company of such Special Record Date. Unless
the Trustee is acting as the Security Registrar, promptly after such Special
Record Date, the Company shall furnish the Trustee with a list, or shall make
arrangements satisfactory to the Trustee with respect thereto, of the names and
addresses of, and principal amounts of Registered Securities of such series held
by, the Holders appearing on the Security Register at the close of business on
such Special Record Date. In the name and at the expense of the Company, the
Trustee 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. Notice of the proposed payment of such

                                       31

<PAGE>

Defaulted Interest and the Special Record Date therefor having been mailed as
aforesaid, such Defaulted Interest shall be paid 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 such Special Record Date
and shall no longer be payable pursuant to the following Clause (2). In case a
Bearer Security of any series is surrendered at the office or agency in a Place
of Payment for such series in exchange for a Registered Security of such series
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 will not be payable on such proposed date of payment in
respect of the Registered Security issued in exchange for such Bearer Security,
but will be payable only to the Holder of such coupon when due in accordance
with the provisions of this Indenture.

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

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

     Subject to the limitations set forth in Section 1002, the Holder of any
coupon appertaining to a Bearer Security shall be entitled to receive the
interest payable on such coupon upon presentation and surrender of such coupon
on or after the Interest Payment Date of such coupon at an office or agency
maintained for such purpose pursuant to Section 1002.

Section 3.08  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 of the
Trustee may treat the Person in whose name such Registered Security is
registered as the owner of such Registered Security for the purpose of receiving
payment of principal of (and premium, if any) and (subject to Section 307)
interest on such Registered Security and for all other purposes whatsoever,
whether or not such Registered Security be overdue, and neither the Company, the
Trustee nor any agent of the Company or the Trustee shall be affected by notice
to the contrary.

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

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<PAGE>

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

Section 3.09  Cancellation.

     Unless otherwise provided with respect to a series of Debt Securities, all
Debt Securities and coupons surrendered for payment, redemption, repayment,
transfer, exchange or credit against any sinking fund payment pursuant to this
Indenture shall, if surrendered to the Company or any agent of the Company, 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 Debt Securities
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and all Debt Securities so delivered shall be
promptly cancelled by the Trustee. No Debt Securities shall be authenticated in
lieu of or in exchange for any Debt Securities cancelled as provided in this
Section, except as expressly permitted by this Indenture. All cancelled Debt
Securities and coupons held by the Trustee shall be destroyed and certification
of their destruction delivered to the Company unless by a Company Order the
Company shall direct that the cancelled Debt Securities or coupons be returned
to it.

Section 3.10  Computation of Interest.

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

Section 3.11  Certification by a Person Entitled to Delivery of a Bearer
Security.

     Whenever any provision of this Indenture or a Debt Security contemplates
that certification be given by a Person entitled to delivery of a Bearer
Security, such certification shall be provided substantially in the form of
EXHIBIT A-1 and, if applicable, A-2 hereto, with only such changes as shall be
approved by the Company and consented to by the Trustee, whose consent shall not
unreasonably be withheld.

Section 3.12  Judgments.

     The Company agrees that, to the fullest extent possible under applicable
law and except as may otherwise be specified as contemplated in Section 301, (a)
the obligation, if any, of the Company to pay the principal of (and premium, if
any) and interest on the Debt Securities of any series and any appurtenant
coupons in a Foreign Currency, composite currency or Dollars (the "DESIGNATED
CURRENCY") as may be specified pursuant to Section 301 is of the essence, and
judgments in respect of such Debt Securities shall be given in the Designated
Currency; (b) the obligation of the Company to make payments in the Designated
Currency of the principal of (and premium, if any) and interest on such Debt
Securities and any appurtenant coupons shall, notwithstanding any payment in any
other currency (whether pursuant to a judgment or otherwise), be discharged only
to the extent of the amount in the Designated Currency that the Holder receiving
such payment may, in accordance with normal banking procedures, purchase with
the sum paid in such other currency (after any premium and cost of exchange) in
the

                                       33

<PAGE>

country of issue of the Designated Currency in the case of Foreign Currency or
Dollars or in the international banking community in the case of a composite
currency on the Business Day immediately following the day on which such Holder
receives such payment; (c) if the amount in the Designated Currency that may be
so purchased for any reason falls short of the amount originally due, the
Company shall pay such additional amounts as may be necessary to compensate for
such shortfall; and (d) any obligation of the Company not discharged by such
payment shall be due as a separate and independent obligation and, until
discharged as provided herein, shall continue in full force and effect.

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

Section 4.01  Satisfaction and Discharge of Indenture.

     This Indenture shall upon Company Request cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of
Debt Securities herein expressly provided for and rights to receive payments of
principal and interest thereon and any right to receive additional amounts, as
provided in Section 1006) and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture when

     (1) either

     (A) all Debt Securities theretofore authenticated and delivered and all
coupons appertaining thereto (other than (i) coupons appertaining to Bearer
Securities surrendered in exchange for Registered Securities and maturing after
such exchange, surrender of which is not required or has been waived as provided
in Section 305, (ii) Debt Securities 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 called for redemption or surrendered
for repayment and maturing after the relevant Redemption Date or Repayment Date,
as appropriate, surrender of which has been waived as provided in Section 1106
or 1303 and (iv) Debt Securities and coupons for whose payment money and/or
Government Obligations have 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 cancelled or for cancellation; or

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

     (i) have become due and payable, or

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

     (iii) 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,

                                       34

<PAGE>

and the Company, in the case of (B)(i), (B)(ii) or (B)(iii) above, has
irrevocably deposited or caused to be deposited with the Trustee as trust funds
in trust for the purpose money and/or Government Obligations the payments of
principal and interest on which when due (and without reinvestment) will provide
money in such amounts as will (together with any money irrevocably deposited in
trust with the Trustee, without investment) be sufficient to pay and discharge
the entire indebtedness on such Debt Securities and coupons of such series for
principal (and premium, if any) and interest, and any mandatory sinking fund,
repayment or analogous payments thereon, on the scheduled due dates therefor to
the date of such deposit (in the case of Debt Securities and coupons which have
become due and payable) or to the Stated Maturity or Redemption Date, if any,
and all Repayment Dates (in the case of Debt Securities repayable at the option
of the Holders thereof); provided, however, that in the event a petition for
relief under any applicable Federal or state bankruptcy, insolvency,
reorganization or other similar law is filed with respect to the Company within
91 days after the deposit, the obligations of the Company under the Indenture
with respect to the Debt Securities of such series shall not be deemed
terminated or discharged, and in such event the Trustee shall be required to
return the deposited money and Government Obligations then held by the Trustee
to the Company;

     (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.

     Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607 and, if money or
Government Obligations 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 4.02  Application of Trust Money and Government Obligations.

     (a) Subject to the provisions of the last paragraph of Section 1003, all
money and Government Obligations deposited with the Trustee pursuant to Section
401, 403 or 1501 shall be held in trust and such money and the principal and
interest received on such Government Obligations shall be applied by it, in
accordance with the provisions of the Debt Securities, any coupons and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money or Government Obligations have
been deposited with the Trustee.

     (b) The Trustee shall deliver or pay to the Company from time to time upon
Company Request any Government Obligations or money held by it as provided in
Section 403 or 1501 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are then in excess of the amount thereof which then
would have been required to be deposited for the purpose for which such
Government Obligations or money were deposited or received.

                                       35

<PAGE>

     (c) The Trustee shall deliver to the Company from time to time upon Company
Request any Government Obligations held by it as provided in Section 403 or
1501, provided that the Company in substitution therefor simultaneously delivers
to the Trustee, money or other Government Obligations which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, would then be sufficient
to satisfy the Company's payment obligations in respect of the Debt Securities
in the manner contemplated by Section 403 or 1501.

Section 4.03  Satisfaction, Discharge and Defeasance of Debt Securities of any
Series.

     If this Section 403 is specified, as contemplated by Section 301, to be
applicable to Debt Securities of any series, then, notwithstanding Section 401,
(i) the Company shall be deemed to have paid and discharged the entire
indebtedness on all the Outstanding Debt Securities of any such series and
related coupons; (ii) the provisions of this Indenture as it relates to such
Outstanding Debt Securities and related coupons shall no longer be in effect
(except as to (A) the rights of Holders of Debt Securities to receive, from the
trust fund described in subparagraph (1) below, payment of (x) the principal of
(and premium, if any) and any installment of principal of (and premium, if any)
or interest on such Debt Securities and related coupons on the Stated Maturity
of such principal (and premium, if any) or installment of principal (and
premium, if any) or interest or (y) any mandatory sinking fund, repayment or
analogous payments applicable to the Debt Securities of that series on that day
on which such payments are due and payable in accordance with the terms of this
Indenture and of such Debt Securities, (B) the Company's obligations with
respect to such Debt Securities under Sections 304, 305, 306, 1002, 1003 and
1006, and (C) the rights, powers, trusts, duties and immunities of the Trustee
hereunder, including those under Section 607 hereof); and (iii) the Trustee, at
the expense of the Company, shall, upon Company Order, execute proper
instruments acknowledging satisfaction and discharge of such indebtedness, when

     (1) either

     (A) with respect to all Outstanding Debt Securities of such series and
related coupons, with reference to this Section 403, the Company has deposited
or caused to be deposited with the Trustee irrevocably, as trust funds in trust,
money and/or Government Obligations the payments of principal and interest on
which when due (and without reinvestment) will provide money in such amounts as
will (together with any money irrevocably deposited in trust with the Trustee,
without investment) be sufficient to pay and discharge (i) the principal of (and
premium, if any) and interest on the Outstanding Debt Securities of that series
on the Stated Maturity of such principal or interest or, if such series may be
redeemed by the Company prior to the Stated Maturity thereof and the Company
shall have given irrevocable instructions to the Trustee to effect such
redemption, at the date fixed for such redemption pursuant to Article Eleven,
and (ii) any mandatory sinking fund payments or analogous payments applicable to
Debt Securities of such series on the date on which such payments are due and
payable in accordance with the terms of this Indenture and of such Debt
Securities; or

     (B) 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 Debt Securities of such series;

                                       36

<PAGE>

     (2) the Company has paid or caused to be paid all sums payable with respect
to the Outstanding Debt Securities of such series and related coupons;

     (3) such deposit will not result in a breach of, or constitute a default
under, this Indenture or any other agreement or instrument to which the Company
is a party or by which it is bound;

     (4) no Event of Default or event which, with the giving of notice or lapse
of time, or both, would become an Event of Default pursuant to Section 501(1),
(2), (3), (6) or (7) with respect to the Debt Securities of such series shall
have occurred and be continuing on the date of such deposit and no Event of
Default under Section 501(6) or Section 501(7) or event which, with the giving
of notice or lapse of time, or both, would become an Event of Default under
Section 501(6) or Section 501(7) shall have occurred and be continuing on the
91st day after such date; provided, however, that should that condition fail to
be satisfied on or before such 91st day, the Trustee shall promptly, upon
satisfactory receipt of evidence of such failure, return such deposit to the
Company;

     (5) if the Debt Securities of that series are then listed on any domestic
or foreign securities exchange, the Company shall have delivered to the Trustee
an Opinion of Counsel to the effect that such deposit, defeasance and discharge
will not cause such Debt Securities to be delisted; and

     (6) 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 of all Outstanding Debt Securities and related coupons have been
complied with.

     Any deposits with the Trustee referred to in Section 403(1)(A) above shall
be irrevocable and shall be made under the terms of an escrow or trust agreement
in form and substance satisfactory to the Trustee. If any Outstanding Debt
Securities of such series are to be redeemed prior to their Stated Maturity,
whether pursuant to any optional redemption provisions or in accordance with any
mandatory sinking fund requirement, the applicable escrow or trust agreement
shall provide therefor and the Company shall 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.

     Upon the satisfaction of the conditions set forth in this Section 403 with
respect to all the Outstanding Debt Securities of any series, the terms and
conditions of such series, including the terms and conditions with respect
thereto set forth in this Indenture, shall no longer be binding upon, or
applicable to, the Company; provided that the Company shall not be discharged
from any payment obligations in respect of Debt Securities of such series which
are deemed not to be Outstanding under clause (iii) of the definition thereof if
such obligations continue to be valid obligations of the Company under
applicable law.

     Notwithstanding the cessation, termination and discharge of all
obligations, covenants and agreements (except as provided above in this Section
403) of the Company under this Indenture with respect to any series of Debt
Securities, the obligations of the Company to the

                                       37

<PAGE>

Trustee under Section 607, and the obligations of the Trustee under Section 402
and the last paragraph of Section 1003, shall survive with respect to such
series of Debt Securities.

                                  ARTICLE FIVE

                                    REMEDIES

Section 5.01  Events of Default.

     "EVENT OF DEFAULT", wherever used herein with respect to Debt 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, 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 any Debt Security of such
series when it becomes due and payable, and continuance of such default for a
period of 30 days; or

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

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

     (4) default in the performance, or breach, of any covenant or warranty of
the Company in this Indenture (other than a covenant or warranty a default in
whose performance or whose breach is elsewhere in this Section specifically
dealt with or which has expressly been included in this Indenture solely for the
benefit of Debt Securities of a series other than such 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 _____% in principal amount of the
Outstanding Debt Securities of such series, a written notice specifying such
default or breach and requiring it to be remedied and stating that such notice
is a "Notice of Default" hereunder, or

     (5) a default under any Indebtedness for money borrowed by the Company or
any Subsidiary (including a default with respect to Debt Securities of any
series other than that series) or under any Mortgage, indenture or instrument
under which there may be issued or by which there may be secured or evidenced
any Indebtedness for money borrowed by the Company or any Subsidiary (including
this Indenture), whether such Indebtedness now exists or shall hereafter be
created, which default shall have resulted in such Indebtedness in an
outstanding principal amount in excess of $__________ becoming or being declared
due and payable prior to the date on which it would otherwise have become due
and payable, without such acceleration having been rescinded or annulled, or
such Indebtedness having been discharged, within a period of 10 days after there
shall have been given, by registered or certified mail, to the Company by the
Trustee or to the Company and the Trustee by the Holders of at least _____% in
principal amount of the Outstanding Securities of that series a written notice
specifying such default and requiring the Company to cause such acceleration to
be rescinded or

                                       38

<PAGE>

annulled or cause such Indebtedness to be discharged and stating that such
notice is a "Notice of Default" hereunder; or

     (6) the entry by a court having jurisdiction in the premises of (A) a
decree or order for relief in respect of the Company 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 inability 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 Debt Securities of
such series specified as contemplated by Section 301.

Section 5.02  Acceleration of Maturity; Rescission and Annulment.

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

     At any time after such a declaration of acceleration with respect to Debt
Securities of any series has been made and before a judgment or decree for
payment of the money due has been

                                       39

<PAGE>

obtained by the Trustee as hereinafter in this Article provided, the Holders of
a majority in principal amount of the Outstanding Debt Securities of such
series, by written notice to the Company and the Trustee, may rescind and annul
such declaration and its consequences if

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

     (A) all overdue installments of interest on all Debt Securities of such
series,

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

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

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

     and

     (2) all Events of Default with respect to Debt Securities of such series,
other than the non-payment of the principal of Debt Securities of such 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 5.03  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 any
Debt Security when such interest becomes due and payable and such default
continues for a period of 30 days, or

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

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Debt Securities and any related coupons, the amount then due and
payable on such Debt Securities and coupons for principal (and premium, if any)
and interest and, to the extent that payment of such interest shall be legally
enforceable, interest upon the overdue principal (and premium, if any) and, upon
overdue installments of interest, at the rate or rates prescribed therefor in
such Debt Securities, and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel. If the Company fails to pay such amounts forthwith upon
such demand, the Trustee, in its own name and as trustee of an express trust,
may institute a judicial proceeding for the collection of the sums so

                                       40

<PAGE>

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 Debt
Securities and coupons and collect the moneys adjudged or decreed to be payable
in the manner provided by law out of the property of the Company or any other
obligor upon such Debt Securities and coupons, wherever situated.

     If an Event of Default with respect to Debt 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 Debt Securities of such
series and any related coupons 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 5.04  Trustee May File Proofs of Claim.

     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceedings, or any voluntary or involuntary case under the Federal
bankruptcy laws as now or hereafter constituted, relative to the Company or any
other obligor upon the Debt Securities of a particular series or any related
coupons or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of such Debt
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 overdue principal or interest) shall be
entitled and empowered, by intervention in such proceedings or otherwise,

     (1) to file and prove a claim for the whole amount of principal (and
premium, if any) and interest owing and unpaid in respect of the Debt Securities
of such series and any appurtenant coupons 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 and counsel) and of the
Holders allowed in such judicial proceeding, and

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

and any receiver, assignee, trustee, custodian, liquidator, sequestrator or
other similar official in any such proceeding is hereby authorized by each
Holder to make such payments to the Trustee, and in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 607. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Debt Securities or any coupons or the rights of any
Holder thereof, or to authorize the Trustee to vote in respect of the claim of
any Holder in any such proceeding.

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<PAGE>

Section 5.05  Trustee May Enforce Claims without Possession of Debt Securities
or Coupons.

     All rights of action and claims under this Indenture or the Debt Securities
or coupons may be prosecuted and enforced by the Trustee without the possession
of any of the Debt 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 of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, be for the ratable benefit of the Holders of the Debt Securities
and coupons in respect of which such judgment has been recovered.

Section 5.06  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 (and premium,
if any) or interest, upon presentation of the Debt Securities or any 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 under Section 607;

     SECOND: To the payment of the amounts then due and unpaid for principal of
(and premium, if any) and interest on the Debt 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 Debt Securities and any coupons for principal (and
premium, if any) and interest, respectively. The Holders of each series of Debt
Securities denominated in ECU, any other composite currency or a Foreign
Currency and any matured coupons relating thereto shall be entitled to receive a
ratable portion of the amount determined by the Exchange Rate Agent by
converting the principal amount Outstanding of such series of Debt Securities
and matured but unpaid interest on such series of Debt Securities in the
currency in which such series of Debt Securities is denominated into Dollars at
the Exchange Rate as of the date of declaration of acceleration of the Maturity
of the Debt Securities; and

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

Section 5.07  Limitation on Suits.

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

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

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

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<PAGE>

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

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

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

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other such
Holders, 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 5.08  Unconditional Right of Holders to Receive Principal, Premium and
Interest.

     Notwithstanding any other provision in this Indenture, the Holder of any
Debt Security or coupon shall have the right which is absolute and unconditional
to receive payment of the principal of (and premium, if any) and (subject to
Section 307) interest on such Debt Security or payment of such coupon on the
respective Stated Maturity or Maturities expressed in such Debt Security or
coupon (or, in the case of redemption or repayment, on the Redemption Date or
the Repayment Date, as the case may be) 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 5.09  Restoration of Rights and Remedies.

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

Section 5.10  Rights and Remedies Cumulative.

     Except as otherwise provided in 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.

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<PAGE>

Section 5.11  Delay or Omission Not Waiver.

     No delay or omission of the Trustee or of any Holder of any Debt 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 the Holders,
as the case may be.

Section 5.12  Control by Holders of Debt Securities.

     The Holders of a majority in principal amount of the Outstanding Debt
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 Debt
Securities of such series, provided, that

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

     (2) subject to the provisions of Section 601, the Trustee shall have the
right to decline to follow any such direction if the Trustee in good faith
shall, by a Responsible Officer or Responsible Officers of the Trustee,
determine that the proceedings so directed would be unjustly prejudicial to the
Holders of Debt Securities of such series not joining in any such direction; and

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

Section 5.13  Waiver of Past Defaults.

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

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

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<PAGE>

Section 5.14  Undertaking for Costs.

     All parties to this Indenture agree, and each Holder of any Debt Security
or coupon by his acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in such suit, having a due regard to
the merits and good faith of the claims or defenses made by such party litigant,
but the provisions of this Section shall not apply to any suit instituted by the
Company or the Trustee, to any suit instituted by any Holder, or group of
Holders, holding in the aggregate more than [25%] in principal amount of the
Outstanding Debt Securities of any series, or to any suit instituted by any
Holder for the enforcement of the payment of the principal of (or premium, if
any) or interest on any Debt Security or the payment of any coupons on or after
the respective Stated Maturity or Maturities expressed in such Debt Security or
coupon (or, in the case of redemption or repayment, on or after the Redemption
Date or Repayment Date, as the case may be).

Section 5.15  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 whenever 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 benefits or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

                                  ARTICLE SIX

                                   THE TRUSTEE

Section 6.01  Certain Duties and Responsibilities.

     Except during the continuance of an Event of Default, the Trustee's duties
and responsibilities under this Indenture shall be governed by the Trust
Indenture Act. In case an Event of Default has occurred and is continuing, the
Trustee shall exercise the rights and powers vested in it by this Indenture, and
shall use the same degree of care and skill in their exercise, as a prudent man
would exercise or use under the circumstances in the conduct of his own affairs.
Notwithstanding the foregoing, no provision of this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it. Whether or not therein expressly
so provided, every

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<PAGE>

provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Trustee shall be subject to the provisions of
this Section.

Section 6.02  Notice of Default.

     If a default occurs hereunder with respect to Debt Securities of any series
the Trustee shall transmit by mail to all Holders of Debt Securities of such
series notice of such default as and to the extent provided by the Trust
Indenture Act; provided, however, that in the case of any default of the
character specified in Section 501(4) with respect to Debt Securities of such
series no such notice to Holders shall be given until at least 30 days after the
occurrence thereof. For the purpose of this Section, the term "default" means
any event which is, or after notice or lapse of time or both would become, an
Event of Default with respect to Debt Securities of such series.

Section 6.03  Certain Rights of Trustee.

     Except as otherwise provided in Section 601:

     (a) the Trustee may rely and shall be protected in acting or refraining
from acting upon any signature, resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, coupon 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 and any resolution
of the Board of Directors shall 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 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 of Debt Securities of such series or any related coupons 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, coupon, 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,
other than any such books or

                                       46

<PAGE>

records containing information as to the affairs of the customers of the Company
or any of its subsidiaries; provided that the Trustee may examine such books and
records relating to customers to the extent that such books and records contain
information as to any payments made to such customers in their capacity as
Holders of Debt Securities; provided, further, that the Trustee shall treat all
information regarding the Company which it receives pursuant to this Indenture
and its duties hereunder as confidential and shall not disclose such information
unless necessary in order to fulfill its duties under this Indenture or the
Trust Indenture Act; and

     (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; no Exchange Rate Agent, Global Exchange Agent, Depositary or Paying
Agent shall be deemed an agent of the Trustee and the Trustee shall not be
responsible for any act or omission by any of them.

Section 6.04  Not Responsible for Recitals or Issuance of Debt Securities.

     The recitals contained herein and in the Debt Securities, except the
Trustee's certificates of authentication, and in any coupons, and the
information in any registration statement, including all attachments thereto,
except information provided by the Trustee therein, shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Debt Securities of any series or any
coupons. The Trustee shall not be accountable for the use or application by the
Company of any Debt Securities or the proceeds thereof. The Trustee shall not be
responsible for and makes no representations as to the Company's ability or
authority to issue Bearer Securities or the lawfulness thereof.

Section 6.05  May Hold Debt Securities or Coupons.

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

Section 6.06  Money Held in Trust.

     Money held by the Trustee or any Paying Agent in trust hereunder need not
be segregated from other funds except to the extent required by law. Neither the
Trustee nor any Paying Agent shall be under any liability for interest on any
money received by it hereunder except as otherwise agreed with the Company.

Section 6.07  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 shall have from time to time been
separately agreed to by the

                                       47

<PAGE>

Company and the Trustee in writing (which compensation shall not be limited by
any provision of law in regard to the compensation of a trustee of an express
trust);

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

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

     The Trustee shall promptly notify the Company of any claim for which it may
seek indemnification pursuant to the provisions of this Indenture. The Company
shall be entitled to participate in, and to the extent that it shall wish, to
assume the defense of such claim, with counsel satisfactory to the Trustee (and
the Trustee shall cooperate in the defense thereof), and after notice from the
Company to the Trustee of the Company's election so to assume the defense
thereof, the Company shall not be liable to the Trustee under this Indenture for
any legal or other expenses subsequently incurred by the Trustee in connection
with the defense thereof other than reasonable costs of investigation. The
Company shall not be obligated under any settlement agreement relating to any
claim under this Indenture to which it has not agreed in writing.

     As security for the performance of the obligations of the Company under
this Section the Trustee shall have a claim prior to the Debt Securities and any
coupons 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, if any)
or interest on particular Debt Securities or any coupons.

Section 6.08  Disqualification; Conflicting Interests.

     If the Trustee has or shall acquire any conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture. To the extent
permitted by such Act, the Trustee shall not be deemed to have a conflicting
interest with respect to Debt Securities of any series by virtue of being a
trustee under (a) this Indenture with respect to any particular series of Debt
Securities or (b) ____________________.

Section 6.09  Corporate Trustee Required; Eligibility.

     There shall at all times be a Trustee hereunder which shall be a
corporation that is eligible pursuant to the Trust Indenture Act to act as such
and organized and doing business under the laws of the United States, any State
thereof or the District of Columbia, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least
$__________, and subject to supervision or examination by Federal or State
authority; provided, however, that if Section 310(a) of the Trust Indenture Act
or the rules and regulations of the

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<PAGE>

Commission under the Trust Indenture Act at any time permit a corporation
organized and doing business under the laws of any other jurisdiction to serve
as trustee of an indenture qualified under the Trust Indenture Act, this Section
609 shall be automatically amended to permit a corporation organized and doing
business under the laws of any such other jurisdiction to serve as Trustee
hereunder. If such corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.

Section 6.10  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 under Section 611.

     (b) The Trustee may resign at any time with respect to the Debt Securities
of one or more series by giving written notice thereof to the Company. If an
instrument of acceptance by a successor Trustee 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 Debt Securities of such
series.

     (c) The Trustee may be removed at any time with respect to the Debt
Securities of any series by Act of the Holders of a majority in principal amount
of the Outstanding Debt 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 608 with respect to the
Debt Securities of any series after written request therefor by the Company or
by any Holder who has been a bona fide Holder of a Debt Security of such series
for at least six months, or

     (2) the Trustee shall cease to be eligible under Section 609 with respect
to any series of Debt Securities 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 with respect to any series
of Debt Securities or a decree or order for relief by a court having
jurisdiction in the premises shall have been entered in respect of the Trustee
in an involuntary case under the Federal bankruptcy laws, as now or hereafter
constituted, or any other applicable Federal or State bankruptcy, insolvency or
similar law; or a decree or order by a court having jurisdiction in the premises
shall have been entered for the appointment of a receiver, custodian,
liquidator, assignee, trustee, sequestrator or other similar official of the
Trustee or of its property or affairs, or any public officer shall take charge
or control of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation, winding up or liquidation, or

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     (4) the Trustee shall commence a voluntary case under the Federal
bankruptcy laws, as now or hereafter constituted, or any other applicable
Federal or State bankruptcy, insolvency or similar law or shall consent to the
appointment of or taking possession by a receiver, custodian, liquidator,
assignee, trustee, sequestrator or other similar official of the Trustee or its
property or affairs, or shall make an assignment for the benefit of creditors,
or shall admit in writing its inability to pay its debts generally as they
become due, or shall take corporate action in furtherance of any such action,

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to such series at any time or (ii) subject to Section 514,
any Holder who has been a bona fide Holder of a Debt Security of any 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 for
the Debt Securities of such series and the appointment of a successor Trustee.

     (e) If the Trustee shall resign, be removed or become incapable of acting
with respect to any series of Debt Securities, or if a vacancy shall occur in
the office of Trustee for any cause, with respect to the Debt Securities or one
or more series, the Company, by a Board Resolution, shall promptly appoint a
successor Trustee or Trustees with respect to the Debt Securities of that or
those series (it being understood that any such successor Trustee may be
appointed with respect to the Debt 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
Debt Securities of any particular series) and shall comply with the applicable
requirements of Section 611. If, within one year after such resignation, removal
or incapability, or the occurrence of such vacancy, a successor Trustee with
respect to the Debt Securities of any series shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Debt 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,
become the successor Trustee with respect to the Debt Securities of such series
and to that extent supersede the successor Trustee appointed by the Company. If
no successor Trustee with respect to the Debt Securities of any series shall
have been so appointed by the Company or the Holders and accepted appointment in
the manner hereinafter provided, any Holder who has been a bona fide Holder of a
Debt Security of such series for at least six months may, subject to Section
514, 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 Debt Securities of such series.

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

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Section 6.11  Acceptance of Appointment by Successor.

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

     (b) In the case of the appointment hereunder of a successor Trustee with
respect to the Debt Securities of one or more (but not all) series, the
Company, the retiring Trustee upon payment of its charges and each successor
Trustee with respect to the Debt 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 Debt 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 Debt 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 Debt Securities of that or those series as to which the
retiring Trustee is not retiring shall continue to be vested in the retiring
Trustee, and (3) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart
from any trust or trusts hereunder administered by any other such Trustee;
and upon the execution and delivery of such supplemental indenture, the
resignation or removal of the retiring Trustee shall become effective to the
extent provided therein and each such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Debt Securities
of that or those series to which the appointment of such successor Trustee
relates; but, on the 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 Debt 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 this Article.

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Section 6.12  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, with the written approval of the Company, be
the successor of the Trustee hereunder, provided such corporation shall be
otherwise qualified and eligible under this Article, without the executing or
filing of any paper or any further act on the part of any of the parties
hereto. In case any Debt Securities shall have been authenticated, but not
delivered, by the Trustee then in office, any successor by merger,
conversion, consolidation or sale to such authenticating Trustee may adopt
such authentication and deliver the Debt Securities so authenticated with the
same effect as if such successor Trustee had itself authenticated such Debt
Securities. In case any Debt Securities shall not have been authenticated by
such predecessor Trustee, any such successor Trustee may authenticate and
deliver such Debt Securities, in either its own name or that of its
predecessor Trustee, with the full force and effect which this Indenture
provides for the certificate of authentication of the Trustee. If the
Trustee's successor by merger, conversion, consolidation or sale shall not
have received the written approval of the Company, such successor shall
resign within 20 days after the merger, conversion, consolidation or sale and
such vacancy in the office of the Trustee shall be filled in the manner
specified in Section 610.

Section 6.13  Preferential Collection of Claims Against Company.

     If and when the Trustee shall be or shall become a creditor, directly or
indirectly, secured or unsecured, of the Company (or any other obligor upon
the Debt Securities), the Trustee shall be subject to the provisions of the
Trust Indenture Act regarding collection of claims against the Company (or
any such other obligor).

Section 6.14  Authenticating Agent.

     The Trustee may upon Company request appoint one or more Authenticating
Agents (including, without limitation, the Company or any Affiliate thereof)
with respect to one or more series of Debt Securities which shall be
authorized on behalf of the Trustee in authenticating Debt Securities of such
series in connection with the issue, delivery, registration of transfer,
exchange, partial redemption or repayment of such Debt Securities. Wherever
reference is made in this Indenture to the authentication of Debt Securities
by the Trustee or the Trustee's certificate of authentication, such reference
shall be deemed to include authentication 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 must be
acceptable to the Company and, in the case of Registered Securities, must be
a corporation organized and doing business under the laws of the United
States or of any State or the District of Columbia, having a combined capital
surplus of at least $__________, authorized under such laws to do a trust
business and subject to supervision or examination by Federal or State
authorities, and in the case of Bearer Securities and an authenticating agent
who is not organized and doing business under the laws of the United States
or of any State thereof or the District of Columbia, is subject to
supervision or examination by the appropriate foreign authorities.

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<PAGE>

     Any corporation succeeding to the corporate agency business of an
authenticating agent shall continue to be an authenticating agent without the
execution or filing of any paper or any further act on the part of the
Trustee or such authenticating agent.

     An authenticating agent may at any time resign with respect to one or
more series of Debt Securities by giving written notice of resignation to the
Trustee and to the Company. The Trustee may at any time terminate the agency
of any authenticating agent with respect to one or more series of Debt
Securities by giving written notice of termination to such authenticating
agent and to the Company. Upon receiving such a notice of resignation or upon
such a termination, or in case at any time an authenticating agent shall
cease to be eligible in accordance with the provisions of this Section, the
Trustee may appoint a successor authenticating agent. Any successor
authenticating agent upon acceptance of its appointment hereunder shall
become vested with all rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an authenticating agent
herein. No successor authenticating agent shall be appointed unless eligible
under the provisions of this Section. The Trustee agrees to pay to each
authenticating agent from time to time reasonable compensation for its
services under this Section, and the Trustee shall be entitled to be
reimbursed for such payment, subject to the provisions of Section 607.

     The provisions of Sections 104, 111, 306, 309, 603, 604 and 605 shall be
applicable to any authenticating agent.

     Pursuant to each appointment made under this Section, the Debt
Securities of each series covered by such appointment may have endorsed
thereon, in lieu of the Trustee's certificate of authentication, an alternate
certificate of authentication in substantially the following form:

     This is one of the Debt Securities, of the series designated herein,
described in the within-mentioned Indenture.

     By:
        --------------------------------------------
         As Authenticating Agent for the Trustee

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

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                                ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 7.01  Company to Furnish Trustee Names and Addresses of Holders.

     The Company will furnish or cause to be furnished to the Trustee with
respect to Debt Securities of each series for which it acts as Trustee:

     (1) semi-annually, not later than May 15 and November 15 in each year, a
list, in such form as the Trustee may reasonably require, of the names and
addresses of the Holders of Registered Securities as of the preceding May 1
or November 1, as the case may be, and

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

provided, however, that if and so long as the Trustee shall be the Security
Registrar, no such list need be furnished.

Section 7.02  Preservation of Information; Communications to Holders.

     (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders of Registered Securities
contained in the most recent list furnished to the Trustee as provided in
Section 701 and the names and addresses of Holders of Registered Securities
received by the Trustee in its capacity as Paying Agent or Security
Registrar, if so acting. The Trustee may destroy any list furnished to it as
provided in Section 701 upon receipt of a new list so furnished. The Trustee
shall preserve for at least two years the names and addresses of Holders of
Bearer Securities filed with the Trustee by such Holders.

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

     (c) Every Holder of Debt Securities or coupons, by receiving and holding
the same, agrees with the Company and the Trustee that neither the Company
nor the Trustee shall be held accountable by reason of any disclosure of
information as to the names and addresses of the Holders made pursuant to the
Trust Indenture Act.

Section 7.03  Reports by Trustee.

     (a) Within 60 days after May 15 of each year commencing with the first
May 15 after the first issuance of Debt Securities pursuant to this Indenture
and at any other time required by the Trust Indenture Act, the Trustee shall
transmit to Holders such reports concerning the Trustee and its actions under
this Indenture and such other matters as may be required pursuant to the
Trust Indenture Act in the manner required by the Trust Indenture Act.

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<PAGE>

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

Section 7.04  Reports by Company.

     The Company shall file with the Trustee and the Commission, and transmit
to Holders such information, documents and other reports, and such summaries
thereof, as may be required pursuant to the Trust Indenture Act at the time
and in the manner pursuant to such Act; provided that such information,
documents or reports required to be filed with the Commission pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 shall be
filed with the Trustee within 15 days after the same is so required to be
filed with the Commission.

                                ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 8.01  Company May Consolidate, etc. Only on Certain Terms.

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

     (1) in case the Company shall consolidate with or merge into another
corporation or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, the corporation 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
political subdivision thereof or any State thereof and shall expressly
assume, by an indenture supplemental hereto, executed and delivered to the
Trustee, in form satisfactory to the Trustee, the due and punctual payment of
the principal of (and premium, if any) and interest (including all additional
amounts, if any, payable pursuant to Section 1006) on all the Debt Securities
and the performance of every covenant of this Indenture on the part of the
Company to be performed or observed;

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

     (3) except in the case of a consolidation or merger of a Restricted
Subsidiary with or into the Company, (a) the Holders of not less than a
majority in principal amount of the Outstanding Debt Securities of each
series, by Act of the Holders delivered to the Company and the Trustee, shall
have consented thereto, or (b)(i) immediately after giving effect to such
transaction, the corporation formed by or resulting or surviving therefrom or
which shall have received such conveyance or transfer of properties and
assets shall be permitted to become liable for an

                                       55

<PAGE>

increased amount of Secured Funded Debt under the provisions of paragraph (a)
of Section 1008, and (ii) prior to such consolidation, merger, conveyance or
transfer there shall have been filed with the Trustee an Officers'
Certificate stating that immediately after such consolidation, merger,
conveyance or transfer such corporation may take the action referred to in
the foregoing clause (i); and

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

Section 8.02  Successor Corporation Substituted.

     Upon any consolidation with or merger into any other corporation, 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
corporation 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 had been named
as the Company herein, and thereafter, except in the case of a lease, the
Company (which term for this purpose shall mean the Person named as the
"Company" in the first paragraph of this instrument or any successor
corporation which shall theretofore have become such in the manner presented
in this Article) shall be relieved of all obligations and covenants under
this Indenture and the Debt Securities and any coupons.

Section 8.03  Conveyance or Transfer to a Wholly-Owned Restricted Subsidiary.

     Notwithstanding the provisions of Sections 801 and 802, and without any
requirement of complying with any of such provisions, the Company may convey
or transfer its properties and assets substantially as an entirety to another
corporation organized and existing under the laws of the United States of
America or any State or the District of Columbia which is lawfully entitled
to acquire the same; provided, however, that immediately after giving effect
to such conveyance or transfer and to the receipt of the consideration
therefor (i) such other corporation shall be a Wholly-Owned Restricted
Subsidiary, and (ii) the Company shall be permitted to become liable for an
increased amount of Secured Funded Debt under the provisions of paragraph (a)
of Section 1008, and prior to such conveyance or transfer there shall have
been filed with the Trustee an Officers' Certificate to the effect that the
requirements of the preceding clauses (i) and (ii) will be complied with in
connection with such conveyance or transfer.

Section 8.04  Limitation on Lease of Properties as Entirety.

     The Company shall not lease its properties and assets substantially as
an entirety to any Person.

                                       56

<PAGE>

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

Section 9.01  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 corporation to the Company,
and the assumption by such successor of the covenants of the Company herein
and in the Debt Securities contained; or

     (2) to add to the covenants of the Company, for the benefit of the
Holders of all or any series of Debt Securities (and if such covenants are to
be for the benefit of less than all series of Debt Securities, stating that
such covenants are expressly being included solely for the benefit of such
series) or any coupons, to convey, transfer, assign, mortgage or pledge any
property to or with the Trustee, or to surrender any right or power herein
conferred upon the Company; or

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

     (4) to add to, change or eliminate 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 (or premium, if any, on) Registered Securities or of principal
of (or premium, if any, on) or any interest on Bearer Securities, to permit
Bearer Securities to be issued in exchange for Registered Securities of other
authorized denominations or to permit or facilitate the issuance of Debt
Securities in uncertificated form, provided any such action shall not
adversely affect the interests of the Holders of Debt Securities of any
series or any related coupons in any material respect; or

     (5) to change or eliminate any of the provisions of this Indenture,
provided that any such change or elimination (a) shall become effective only
when there is no Debt Security Outstanding of any series created prior to the
execution of such supplemental indenture which is entitled to the benefit of
such provisions or (b) shall not apply to any Debt Security Outstanding; or

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

     (7) to secure the Debt Securities pursuant to the requirements of
Section 1008 or otherwise; or

     (8) to evidence and provide for the acceptance of appointment hereunder
by a successor Trustee with respect to the Debt Securities of one or more
series and to add to or change any of

                                       57

<PAGE>

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 611(b); or

     (9) 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 which shall not be inconsistent with any provision of this
Indenture, provided such other provisions shall not adversely affect the
interests of the Holders of Debt Securities of any series or any related
coupons in any material respect; or

     (10) to add to or change or eliminate any provision of this Indenture as
shall be necessary or desirable in accordance with any amendments to the
Trust Indenture Act, provided such action shall not adversely affect the
interest of Holders of Debt Securities of any series or any related coupons
in any material respect.

Section 9.02  Supplemental Indentures with Consent of Holders.

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

     (1) change the Stated Maturity of the principal or any installment of
principal of, or any installment of interest on, any Debt Security, or reduce
the principal amount thereof or the interest thereon or any premium payable
upon redemption or repayment thereof, or change any obligation of the Company
to pay additional amounts pursuant to Section 1006 (except as contemplated by
Section 801(1) and permitted by Section 901(1)), or reduce the amount of the
principal of an Original Issue Discount Security that would be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant
to Section 502, or change any Place of Payment, or the coin or currency in
which any Debt Security or the interest thereon or any coupon 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 or
repayment, on or after the Redemption Date or Repayment Date, as the case may
be), or

     (2) reduce the percentage in principal amount of the Outstanding Debt
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 1404 for quorum or voting, or

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<PAGE>

     (3) modify any of the provisions of this Section, Section 513 or Section
1012, except to increase any such percentage or to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent
of the Holder of each Outstanding Debt Security affected thereby; provided,
however, that this clause shall not be deemed to require the consent of any
Holder with respect to changes in the references to "the Trustee" and
concomitant changes in this Section and Section 1012, or the deletion of this
proviso, in accordance with the requirements of Section 611(b) and 901(8), or

     (4) adversely affect the right to repayment, if any, of Debt Securities
of any series at the option of the Holders thereof.

     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 Debt Securities, or which
modifies the rights of the Holders of Debt 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 Debt Securities of any
other series.

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

Section 9.03  Execution of Supplemental Indentures.

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

Section 9.04  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 Debt Securities theretofore or thereafter authenticated
and delivered hereunder and of any coupons appertaining thereto shall be
bound thereby.

Section 9.05  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 9.06  Reference in Debt Securities to Supplemental Indentures.

     Debt Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and
shall if required by the Trustee, bear a

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<PAGE>

notation in form approved by the Trustee as to any matter provided for in
such supplemental indenture. If the Company shall so determine, new Debt
Securities of any series and any appurtenant coupons 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 Debt
Securities of such series and any appurtenant coupons.

                                   ARTICLE TEN

                                    COVENANTS

Section 10.01 Payment of Principal, Premium and Interest.

     The Company covenants and agrees for the benefit of each series of Debt
Securities and any appurtenant coupons that it will duly and punctually pay
the principal of (and premium, if any) and interest on the Debt Securities in
accordance with the terms of the Debt Securities, any appurtenant coupons and
this Indenture. Any interest due on Bearer Securities on or before Maturity,
other than additional amounts, if any, payable as provided in Section 1006 in
respect of principal of (or premium, if any, on) such a Debt Security, shall
be payable only upon presentation and surrender of the coupon or coupons for
such interest installments as are evidenced thereby as they severally mature.

Section 10.02 Maintenance of Office or Agency.

     The Company will maintain in each Place of Payment for any series of
Debt Securities an office or agency where Debt Securities (but, except as
otherwise provided below, unless such Place of Payment is located outside the
United States, not Bearer Securities or coupons) may be presented or
surrendered for payment, where Debt Securities may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company in respect of the Debt Securities and this Indenture may be
served. If Debt Securities of a series are issuable as Bearer Securities, the
Company will maintain, subject to any laws or regulations applicable thereto,
an office or agency in a Place of Payment for such series which is located
outside the United States where Debt Securities of such series and the
related coupons may be presented and surrendered for payment (including
payment of any additional amounts payable on Debt Securities of such series
pursuant to Section 1006); provided, however, that if the Debt Securities of
such series are listed on a stock exchange located outside the United States
and such stock exchange shall so require, the Company will maintain a Paying
Agent in any required city located outside the United States, as the case may
be, so long as the Debt Securities of such series are listed on such
exchange. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of 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 or demands may be made or served at
______________________________, and the Company hereby appoints
____________________ its agent to receive all presentations, surrenders,
notices and demands, except that Bearer Securities of that series and the
related coupons may be presented and surrendered for payment (including
payment of any additional amounts payable on Bearer

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Securities of that series pursuant to Section 1006) at the place specified
for the purpose pursuant to Section 301(5).

     No payment of principal of, or premium, if any, or interest on Bearer
Securities shall be made at any office or agency of the Company in the United
States or by check mailed to any address in the United States or by transfer
to an account maintained with a bank located in the United States; provided,
however, payment of principal of and any premium and interest (including
additional amounts payable in respect thereof) on any Bearer Security
denominated in Dollars may be made at an office or agency of, and designated
by, the Company located in the United States if (but only if) payment of the
full amount of such principal, premium, interest or additional amounts in
Dollars at all offices 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 and the Trustee
receives an Opinion of Counsel that such payment within the United States is
legal. Unless otherwise provided as contemplated by Section 301 with respect
to any series of Debt Securities, at the option of the Holder of any Bearer
Security or related coupon, payment may be made by check in the currency
designated for such payment pursuant to the terms of such Bearer Security
presented or mailed to an address outside the United States or by transfer to
an account in such currency maintained by the payee with a bank located
outside the United States.

     The Company may also from time to time designate one or more other
offices or agencies (in or outside of such Place of Payment) where the Debt
Securities of one or more series and any related coupons (subject to the
preceding paragraph) 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 any series of Debt Securities for such purposes. The Company
will give prompt written notice to the Trustee of any such designation and
any change in the location of any such other office or agency.

Section 10.03 Money for Debt 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 Debt Securities, it will, on or before each due date
of the principal of (and premium, if any) or interest on any of the Debt
Securities of such series, segregate and hold in trust for the benefit of the
Persons entitled thereto a sum sufficient to pay the principal (and premium,
if any) or interest so becoming due until such sums shall be paid to such
Persons or otherwise disposed of as herein provided, and will promptly notify
the Trustee of its action or failure so to act.

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

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

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

     (2) give the Trustee notice of any default by the Company (or any other
obligor upon the Debt Securities of such series or any appurtenant coupons)
in the making of any payment of principal of (and premium, if any) or
interest on the Debt 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 terminating its
obligations under this Indenture with respect to Debt Securities of any
series 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 principal and interest received on the Government Obligations
deposited with the Trustee or any money deposited with the Trustee or any
Paying Agent, or then held by the Company, in trust for the payment of the
principal of (and premium, if any) or interest on any Debt Security of any
series or any money on deposit with the Trustee or any Paying Agent
representing amounts deducted from the Redemption Price or Repayment Price
with respect to unmatured coupons not presented upon redemption or exercise
of the Holder's option for repayment pursuant to Section 1106 or 1303 and
remaining unclaimed for two years after such principal (and premium, if any)
or interest has become due and payable shall be paid to the Company on
Company Request, or (if then held by the Company) shall be discharged from
such trust; and the Holder of such Debt Security or any coupon appertaining
thereto shall thereafter, as an unsecured general creditor, look only to the
Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money (including the principal and interest
received on Government Obligations deposited with the Trustee), 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 of general circulation in the
[Borough of Manhattan, The City of New York], and each Place of Payment or
mailed to each such Holder, or both, notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30
days from the date of such publication or mailing, any unclaimed balance of
such money then remaining will be repaid to the Company.

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Section 10.04 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 10.05 Maintenance of Properties.

     The Company will cause all properties used or useful in the conduct of
its business or the business of any Subsidiary to be maintained and kept in
good condition, repair and working order and supplied with all necessary
equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times,
provided, however, that nothing in this Section shall prevent the Company
from discontinuing the operation or maintenance of any of such properties if
such discontinuance is, in the judgment of the Company, desirable in the
conduct of its business or the business of any Subsidiary and not
disadvantageous in any material respect to the Holders.

Section 10.06 Payment of Additional Amounts.

     If the Debt Securities of a series provide for the payment of additional
amounts, the Company will pay to the Holder of any Debt Security of any
series or any coupon appertaining thereto additional amounts upon the terms
and subject to the conditions provided therein. Whenever in this Indenture
there is mentioned, in any context, the payment of the principal of (or
premium, if any) or interest on, or in respect of, any Debt Security of any
series or the net proceeds received on the sale or exchange of any Debt
Security of any series, such mention shall be deemed to include mention of
the payment of additional amounts provided for in the terms of such Debt
Securities and this Section to the extent that, in such context, additional
amounts are, were or would be payable in respect thereof pursuant to the
provisions of this Section and express mention of the payment of additional
amounts (if applicable) in any provisions hereof shall not be construed as
excluding additional amounts in those provisions hereof where such express
mention is not made.

     If the Debt 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 that series of Debt Securities (or if the Debt Securities of that
series will not bear interest prior to Maturity, the first day on which a
payment of principal (and premium, if any) is made), and at least 10 days
prior to each date of payment of principal (and premium, if any) or interest
if there has been any change with respect to the matters set forth in the
below-mentioned Officers' Certificate, the Company will furnish the Trustee
and the Company's principal Paying Agent or Paying Agents, if other than the
Trustee, with an Officers' Certificate instructing the Trustee and such
Paying Agent or Paying Agents whether such payment of principal of (and
premium, if any) or interest on the Debt Securities of that series shall be
made to Holders of Debt Securities of that series or the related

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coupons who are United States Aliens without withholding for or on account of
any tax, assessment or other governmental charge described in the Debt
Securities of that 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 Debt Securities
or coupons and the Company will pay to the Trustee or such Paying Agent the
additional amounts, if any, required by the terms of such Debt Securities and
the first paragraph of this Section. 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 10.07 Payment of Taxes and Other Claims.

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

Section 10.08 Restriction on the Creation of Secured Funded Debt.

     (a) The Company will not, and will not permit any Restricted Subsidiary
to, issue, assume or guarantee, incur or create any Secured Funded Debt
unless immediately thereafter the sum of (i) the aggregate principal amount
of all outstanding Secured Funded Debt of the Company and its Restricted
Subsidiaries (exclusive of any Secured Funded Debt permitted by paragraph (b)
of this Section) plus (ii) the aggregate amount of all Attributable Debt of
the Company and its Restricted Subsidiaries in respect of sale and leaseback
transactions (as defined in Section 1009) does not exceed _____% of
Consolidated Net Tangible Assets.

     (b) Compliance with the requirements of Section 1008(a) shall be
determined without regard to (i) Secured Funded Debt of a Restricted
Subsidiary owing to the Company or a Wholly-Owned Restricted Subsidiary, (ii)
Secured Funded Debt resulting from the Mortgage of property of the Company or
any Restricted Subsidiary in favor of the United States, or any State
thereof, or any department, agency or instrumentality of the United States or
any State thereof, to secure partial, progress, advance or other payments to
the Company or any Restricted Subsidiary pursuant to the provisions of any
contract or statute, (iii) Secured Funded Debt resulting from Mortgages on
property of, or on any shares of stock or Indebtedness of, any corporation
existing at the time such corporation becomes a Subsidiary, (iv) subject to
Section 801, Secured Funded Debt resulting from Mortgages on property, shares
of stock or Indebtedness existing at the time of acquisition thereof
(including acquisition through merger or consolidation) or to secure the
payment of all or any part of the purchase price or construction cost thereof
or to secure any indebtedness incurred prior to, at the time of, or within
120 days after, the acquisition of such property or shares or Indebtedness or
the completion of any such construction for the purpose of financing all or
any part of the purchase price or construction cost thereof, (v) Secured
Funded

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Debt resulting from Mortgages incurred or assumed in connection with an
issuance of revenue bonds the interest on which is exempt from Federal income
tax pursuant to section 103(b) of the Internal Revenue Code of 1986, as
amended (or any predecessor or successor provision thereof), or (vi) any
extension, renewal or refunding (or successive extensions, renewals or
refundings), in whole or in part (but without increase in amount), of any
Secured Funded Debt (and of any Mortgage securing the same) permitted by the
provisions of paragraph (a) of this Section 1008 or of any Secured Funded
Debt (and of any Mortgage securing the same) outstanding at
_________________________ of those Subsidiaries which will constitute
Restricted Subsidiaries upon the execution and delivery of this Indenture as
originally executed or of any Secured Funded Debt (and of any Mortgage
securing the same) of any corporation outstanding at the time such
corporation became a Restricted Subsidiary, provided that the Mortgage
securing such extended, renewed or refunded Secured Funded Debt is limited to
the same property (plus improvements thereon) that secured the Secured Funded
Debt so extended, renewed or refunded immediately prior thereto.

     (c) Notwithstanding the foregoing paragraphs of this Section, the
Company or any Restricted Subsidiary may issue, assume, guarantee, incur or
create Secured Funded Debt not permitted by such paragraphs if the Company
shall first make effective provision whereby the Debt Securities (together
with, if the Company shall so determine, any other Indebtedness or any
obligations of the Company or such Restricted Subsidiary then existing or
thereafter created ranking equally with the Debt Securities, including
guarantees of Indebtedness or obligations of others) shall be secured equally
and ratably with (or prior to) such Secured Funded Debt, so long as such
Secured Funded Debt shall be so secured. If the Company shall hereafter make
provision to secure the Debt Securities equally and ratably with (or prior
to) any other Indebtedness or obligations pursuant to this paragraph (c),
then (i) the Company will promptly deliver to the Trustee an Officers'
Certificate and Opinion of Counsel stating that this paragraph (c) has been
complied with and that any instruments executed by the Company or any
Restricted Subsidiary in the performance of this paragraph (c) comply with
the requirements hereof, and (ii) the Trustee is hereby authorized to enter
into an indenture or agreement supplemental hereto and to take such action,
if any, as it may deem advisable to enable it to enforce the rights of the
Holders of the Debt Securities as so secured.

Section 10.09 Restriction on Sale and Lease-Back Transactions.

     The Company will not itself, and it will not permit any Restricted
Subsidiary to, enter into any arrangement with any bank, insurance company or
other lender or investor (not including the Company or any Restricted
Subsidiary) or to which any such lender or investor is a party, providing for
the leasing by the Company or any Restricted Subsidiary for a period,
including renewals, in excess of three years of any Operating Property which
has been or is to be sold or transferred, more than 120 days after the
acquisition thereof or the completion of construction and commencement of
full operation thereof, by the Company or any Restricted Subsidiary to such
lender or investor or to any person to whom funds have been or are to be
advanced by such lender or investor on the security of such Operating
Property (herein referred to as a "sale and leaseback transaction") unless
either:

     (1) the Company or such Restricted Subsidiary could create Secured
Funded Debt pursuant to Section 1008 on the Operating Property to be leased
back in an amount equal to the

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Attributable Debt with respect to such sale and leaseback transaction without
equally and ratably securing the Debt Securities, or

     (2) the Company, within 120 days after the sale or transfer shall have
been made by the Company or by any such Restricted Subsidiary, applies an
amount equal to the greater of (i) the net proceeds of the sale of the
Operating Property sold and leased back pursuant to such arrangement or (ii)
the fair market value of the Operating Property so sold and leased back at
the time of entering into such arrangements (as determined by any two of the
following: the Chairman of the Board of the Company, its Chief Executive
Officer, its President, any Vice President of the Company, its Treasurer and
its Controller) to the retirement of Secured Funded Debt of the Company,
provided that the amount to be applied to the retirement of Secured Funded
Debt of the Company shall be reduced by (a) the principal amount of any Debt
Securities delivered within 120 days after such sale to the Trustee for
retirement and cancellation, and (b) the principal amount of Secured Funded
Debt voluntarily retired by the Company within 120 days after such sale.
Notwithstanding the foregoing, no retirement referred to in this clause (2)
may be effected by payment at maturity or pursuant to any mandatory sinking
fund payment or any mandatory prepayment provision.

Section 10.10 Restriction on Permitting Unrestricted Subsidiaries to become
              Restricted Subsidiaries.

     (a) The Company will not permit any Unrestricted Subsidiary to be
designated as a Restricted Subsidiary unless such Subsidiary has outstanding
no Secured Funded Debt and/or Attributable Debt except such Secured Funded
Debt and Attributable Debt as the Company could permit it to become liable
for immediately after becoming a Restricted Subsidiary under the provisions
of Section 1008.

     (b) Promptly after the adoption of any Board Resolution designating a
Restricted Subsidiary as an Unrestricted Subsidiary or an Unrestricted
Subsidiary as a Restricted Subsidiary, a copy thereof shall be filed with the
Trustee, together, in the case of the designation of an Unrestricted
Subsidiary as a Restricted Subsidiary, with an Officers' Certificate stating
that the provisions of this Section have been complied with in connection
with such designation.

Section 10.11 Officer's Certificate as to Default.

     The Company will furnish to the Trustee not more than 120 days after the
end of the Company's fiscal year in each year (beginning with _____) a brief
certificate from the principal executive, financial or accounting officer or
treasurer or controller of the Company as to his or her knowledge of the
Company's compliance with all conditions and covenants under this Indenture
(such compliance to be determined without regard to any period of grace or
requirement of notice provided under this Indenture), and, if he or she has
knowledge of any default, specifying each such default of which the signer
has knowledge and the nature thereof.

Section 10.12 Waiver of Certain Covenants.

     The Company may omit in any particular instance to comply with any
covenant or condition set forth in Sections 1004, 1005 and 1007 to 1010
inclusive with respect to the Debt Securities of any series if, before the
time for such compliance the Holders of at least a majority

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in principal amount of the Debt Securities at the time Outstanding shall, by
Act of such Holders, either waive such compliance in such instance or
generally waive compliance with such covenant or condition, but no such
waiver shall extend to or affect such covenant 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 covenant or condition shall remain in full force and effect.

                                  ARTICLE ELEVEN

                          REDEMPTION OF DEBT SECURITIES

Section 11.01 Applicability of Article.

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

Section 11.02 Election to Redeem; Notice to Trustee.

     The election of the Company to redeem any Debt Securities shall be
evidenced by a Board Resolution. In case of any redemption at the election of
the Company of less than all of the Debt Securities of any series, the
Company shall, at least 45 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 and
the tenor and terms of the Debt Securities of any series to be redeemed. In
the case of any redemption of Debt Securities prior to the expiration of any
restriction on such redemption provided in the terms of such Debt Securities
or elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with such restriction.

Section 11.03 Selection by Trustee of Debt Securities to be Redeemed.

     Except as otherwise specified as contemplated by Section 301 for Debt
Securities of any series, if less than all the Debt Securities of any series
with like tenor and terms are to be redeemed, the particular Debt Securities
to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Debt Securities of such
series with like tenor and terms 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 Debt Securities of such series or any integral
multiple thereof which is also an authorized denomination) of the principal
amount of Registered Securities or Bearer Securities (if issued in more than
one authorized denomination) of such series of a denomination larger than the
minimum authorized denomination for Debt Securities of such series.

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

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

Section 11.04 Notice of Redemption.

     Notice of redemption shall be given in the manner provided in Section
106 not less than 30 nor more than 60 days prior to the Redemption Date, to
each Holder of Debt Securities to be redeemed.

     All notices of redemption shall state:

     (1)  the Redemption Date,

     (2)  the Redemption Price,

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

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

     (5) the Place or Places of Payment where such Debt Securities, together
in the case of Bearer Securities with all coupons, if any, appertaining
thereto maturing after the Redemption Date, are to be surrendered for payment
of the Redemption Price,

     (6) that Bearer Securities may be surrendered for payment only at such
place or places which are outside the United States, except as otherwise
provided in Section 1002,

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

     (8) the CUSIP number, if any.

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

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

Section 11.05 Deposit of Redemption Price.

     On or prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own
Paying Agent, aggregate and hold in trust as provided in Section 1003) an
amount of money and/or Government Obligations the

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payments of principal and interest on which when due (and without
reinvestment) will provide money on or prior to the Redemption Date in such
amounts as will (together with any money irrevocably deposited in trust with
the Trustee, without investment) be sufficient to pay the Redemption Price
of, and (except if the Redemption Date shall be an Interest Payment Date)
accrued interest on, all the Debt Securities or portions thereof which are to
be redeemed on that date; provided, however, that deposits with respect to
Bearer Securities shall be made with a Paying Agent or Paying Agents located
outside the United States except as otherwise provided in Section 1002,
unless otherwise specified as contemplated by Section 301.

Section 11.06 Debt Securities Payable on Redemption Date.

     Notice of redemption having been given as aforesaid, the Debt Securities
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 Debt Securities shall cease to bear interest and the coupons
for such interest appertaining to any Bearer Securities so to be redeemed,
except to the extent provided below, shall be void. Upon surrender of any
such Debt Security for redemption in accordance with said notice, such Debt
Security shall be paid by the Company at the Redemption Price, together with
accrued interest to the Redemption Date; provided, however, that installments
of interest on Bearer Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable only 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
Debt Securities, or one or more Predecessor Securities, registered as such 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 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 without interest thereon; provided, however, that interest
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 in Section 1002.

     If any Debt 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 Debt Security.

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Section 11.07 Debt Securities Redeemed in Part.

     Any Registered Security which is to be redeemed only in part shall be
surrendered at a Place of Payment therefor (with, if the Company, the
Security Registrar or the Trustee so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the Company, the
Security Registrar 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 Debt
Security without service charge, a new Registered Security or Registered
Securities of the same series and of like tenor and terms, of any authorized
denominations as requested by such Holder in aggregate principal amount equal
to and in exchange for the unredeemed portion of the principal of the Debt
Security so surrendered.

                                  ARTICLE TWELVE

                                  SINKING FUNDS

Section 12.01 Applicability of Article.

     The provisions of this Article shall be applicable to any sinking fund
for the retirement of Debt Securities of a series except as otherwise
specified as contemplated by Section 301 for Debt Securities of such series.
The minimum amount of any sinking fund payment provided for by the terms of
Debt 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 Debt Securities of any series is herein referred to an
"optional sinking fund payment". If provided for by the terms of Debt
Securities of any series, the amount of any sinking fund payment may be
subject to reduction as provided in Section 1202. Each sinking fund payment
shall be applied to the redemption of Debt Securities of any series as
provided for by the terms of Debt Securities of such series.

Section 12.02 Satisfaction of Sinking Fund Payments with Debt Securities.

     The Company (1) may deliver Outstanding Debt Securities of a series
(other than any previously called for redemption), together in the case of
any Bearer Securities of such series with all unmatured coupons appertaining
thereto, and (2) may apply as a credit Debt Securities of a series which have
been redeemed either at the election of the Company pursuant to the terms of
such Debt Securities or through the application of permitted optional sinking
fund payments pursuant to the terms of such Debt Securities, in each case in
satisfaction of all or any part of any sinking fund payment with respect to
the Debt Securities of such series required to be made pursuant to the terms
of such Debt Securities as provided for by the terms of such series; provided
that such Debt Securities have not been previously so credited. Such Debt
Securities shall be received and credited for such purpose by the Trustee at
the Redemption Price specified in such Debt Securities for redemption through
operation of the sinking fund and the amount of such sinking fund payment
shall be reduced accordingly. If as a result of the delivery or credit of
Debt Securities in lieu of cash payments pursuant to this Section 1202, the
principal amount of Debt Securities to be redeemed in order to exhaust the
aforesaid cash payment shall be less than

                                       70

<PAGE>

$100,000, the Trustee need not call Debt Securities for redemption, except
upon Company Request, and such cash payment shall be held by the Trustee or a
Paying Agent and applied to the next succeeding sinking fund payment,
provided, however, that the Trustee or such Paying Agent shall at the request
of the Company from time to time pay over and deliver to the Company any cash
payment so being held by the Trustee or such Paying Agent upon delivery by
the Company to the Trustee of Debt Securities purchased by the Company having
an unpaid principal amount equal to the cash payment requested to be released
to the Company.

Section 12.03 Redemption of Debt Securities for Sinking Fund.

     Not less than 45 days prior to each sinking fund payment date for any
series of Debt Securities (unless a shorter period shall be satisfactory to
the Trustee), the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment
for that series pursuant to the terms of that series, the portion thereof, if
any, which is to be satisfied by payment of cash, the portion thereof, if
any, which is to be satisfied by crediting Debt Securities of that series
pursuant to Section 1202 and the basis for any such credit and, prior to or
concurrently with the delivery of such Officers' Certificate, will also
deliver to the Trustee any Debt Securities to be so credited and not
theretofore delivered to the Trustee. Not less than 30 days (unless a shorter
period shall be satisfactory to the Trustee) before each such sinking fund
payment date the Trustee shall select the Debt 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 Debt Securities shall be made
upon the terms and in the manner stated in Sections 1105, 1106 and 1107.

                                 ARTICLE THIRTEEN

                       REPAYMENT AT THE OPTION OF HOLDERS

Section 13.01 Applicability of Article.

     Debt Securities of any series which are repayable at the option of the
Holders thereof before their Stated Maturity shall be repaid in accordance
with their terms and (except as otherwise specified pursuant to Section 301
for Debt Securities of such series) in accordance with this Article.

Section 13.02 Repayment of Debt Securities.

     Each Debt Security which is subject to repayment in whole or in part at
the option of the Holder thereof on a Repayment Date shall be repaid at the
applicable Repayment Price together with interest accrued to such Repayment
Date as specified pursuant to Section 301.

Section 13.03 Exercise of Option; Notice.

     Each Holder desiring to exercise such Holder's option for repayment
shall, as conditions to such repayment, surrender the Debt Security to be
repaid in whole or in part together with written notice of the exercise of
such option at any office or agency of the Company in a Place of

                                       71

<PAGE>

Payment, not less than 30 nor more than 45 days prior to the Repayment Date;
provided, however, that surrender of Bearer Securities together with written
notice of exercise of such option shall be made at an office or agency
located outside the United States except as otherwise provided in Section
1002. Such notice, which shall be irrevocable, shall specify the principal
amount of such Debt Security to be repaid, which shall be equal to the
minimum authorized denomination for such Debt Security or an integral
multiple thereof, and shall identify the Debt Security to be repaid and, in
the case of a partial repayment of the Debt Security, shall specify the
denomination or denominations of the Debt Security or Debt Securities of the
same series to be issued to the Holder for the portion of the principal of
the Debt Security surrendered which is not to be repaid.

     If any Bearer Security surrendered for repayment shall not be
accompanied by all unmatured coupons and all matured coupons in default, such
Bearer Security may be paid after deducting from the Repayment Price an
amount equal to the face amount of all such missing coupons, or the surrender
of such missing coupon or coupons may be waived by the Company and the
Trustee if there be furnished to them such security or indemnity as they may
require to save each of them and any Paying Agent harmless. If thereafter the
Holder of such Bearer Security shall surrender to the Trustee or any Paying
Agent any such missing coupon in respect of which a deduction shall have been
made from the Repayment Price, such Holder shall be entitled to receive the
amount so deducted without interest thereon; provided, however, that interest
represented by coupons shall be payable only at an office or agency located
outside the United States except as otherwise provided in Section 1002.

     The Company shall execute and the Trustee shall authenticate and deliver
without service charge to the Holder of any Registered Security so
surrendered a new Registered Security or Securities of the same series, of
any authorized denomination specified in the foregoing notice, in an
aggregate principal amount equal to any portion of the principal of the
Registered Security so surrendered which is not to be repaid.

     The Company shall execute and the Trustee shall authenticate and deliver
without service charge to the Holder of any Bearer Security so surrendered a
new Registered Security or Securities or new Bearer Security or Securities
(and all appurtenant unmatured coupons and matured coupons in default) or any
combination thereof of the same series of any authorized denomination or
denominations specified in the foregoing notice, in an aggregate principal
amount equal to any portion of the principal of the Debt Security so
surrendered which is not to be paid; provided, however, that the issuance of
a Registered Security therefor shall be subject to applicable laws and
regulations, including provisions of the United States Federal income tax
laws and regulations in effect at the time of the exchange; neither the
Company, the Trustee nor the Security Registrar shall issue Registered
Securities for Bearer Securities if it has received an Opinion of Counsel
that as a result of such issuance the Company would suffer adverse
consequences under the United States Federal income tax laws then in effect
and the Company has delivered to the Trustee a Company Order directing the
Trustee not to make such issuances thereafter unless and until the Trustee
receives a subsequent Company Order to the contrary. The Company shall
deliver copies of such Company Order to the Security Registrar.

     For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the repayment of Debt Securities shall
relate, in the case of any Debt Security repaid

                                       72

<PAGE>

or to be repaid only in part, to the portion of the principal of such Debt
Security which has been or is to be repaid.

Section 13.04 Election of Repayment by Remarketing Entities.

     The Company may elect, with respect to Debt Securities of any series
which are repayable at the option of the Holders thereof before their Stated
Maturity, at any time prior to any Repayment Date to designate one or more
Remarketing Entities to purchase, at a price equal to the Repayment Price,
Debt Securities of such series from the Holders thereof who give notice and
surrender their Debt Securities in accordance with Section 1303.

Section 13.05 Securities Payable on the Repayment Date.

     Notice of exercise of the option of repayment having been given and the
Debt Securities so to be repaid having been surrendered as aforesaid, such
Debt Securities shall, unless purchased in accordance with Section 1304, on
the Repayment Date become due and payable at the price therein specified and
from and after the Repayment Date such Debt Securities shall cease to bear
interest and shall be paid on the Repayment Date, and the coupons for such
interest appertaining to Bearer Securities so to be repaid, except to the
extent provided above, shall be void, unless the Company shall default in the
payment of such price in which case the Company shall continue to be
obligated for the principal amount of such Debt Securities and shall be
obligated to pay interest on such principal amount at the rate borne by such
Debt Securities from time to time until payment in full of such principal
amount.

                                ARTICLE FOURTEEN

                     MEETINGS OF HOLDERS OF DEBT SECURITIES

Section 14.01 Purposes for Which Meetings May Be Called.

     If Debt Securities of a series are issuable in whole or in part as
Bearer Securities, a meeting of Holders of Debt 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 Act provided by this Indenture to be made, given or taken by
Holders of Debt Securities of such series.

Section 14.02 Call, Notice and Place of Meetings.

     (a) The Trustee may at any time call a meeting of Holders of Debt
Securities of any series issuable as Bearer Securities for any purpose
specified in Section 1401, to be held at such time and at such place in the
Borough of Manhattan, The City of New York, or in London as the Trustee shall
determine. Notice of every meeting of Holders of Debt 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.

                                       73

<PAGE>

     (b) In case at any time the Company, pursuant to a Board Resolution, or
the Holders of at least _____% in principal amount of the Outstanding Debt
Securities of any series shall have requested the Trustee to call a meeting
of the Holders of Debt Securities of such series for any purpose specified in
Section 1401, by written request setting forth in reasonable detail the
action proposed to be taken at the meeting, and the Trustee shall not have
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 Debt
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 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 14.03 Persons Entitled to Vote at Meetings.

     To be entitled to vote at any meeting of Holders of Debt Securities of
any series, a Person shall be (1) a Holder of one or more Outstanding Debt
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 Debt
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 Debt
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 14.04 Quorum; Action.

     The Persons entitled to vote a majority in principal amount of the
Outstanding Debt Securities of a series shall constitute a quorum for a
meeting of Holders of Debt Securities of such series. In the absence of a
quorum within 30 minutes of the time appointed for any such meeting, the
meeting shall, if convened at the request of Holders of Debt Securities of
such series, be dissolved. In the absence of a quorum in any other case the
meeting may be adjourned for a period of not less than 10 days as determined
by the chairperson of the meeting prior to the adjournment of such meeting.
In the absence of a quorum at any such adjourned meeting, such adjourned
meeting may be further adjourned for a period of not less than 10 days as
determined by the chairperson of the meeting prior to the adjournment of such
adjourned meeting. Notice of this reconvening of any adjourned meeting shall
be given as provided in Section 1402(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 Debt Securities of such series which
shall constitute a quorum.

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

                                       74

<PAGE>

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

Section 14.05 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 Debt Securities of such series in regard to proof of the
holding of Debt 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 Debt 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, in the case of Bearer
Securities, 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
chairperson of the meeting, unless the meeting shall have been called by the
Company or by Holders of Debt Securities as provided in Section 1402(b), in
which case the Company or the Holders of Debt Securities of the series
calling the meeting, as the case may be, shall in like manner appoint a
temporary chairperson. A permanent chairperson 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 Debt Securities of such
series represented at the meeting.

     (c) At any meeting each Holder of a Debt Security of such series or
proxy shall be entitled to one vote for each $1,000 principal amount (or the
equivalent in ECU, any other composite currency or a Foreign Currency) of
Debt 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 Debt
Security challenged as not Outstanding and ruled by the chairperson of the
meeting not to be Outstanding. The chairperson of the meeting shall have no
right to vote, except as a Holder of a Debt Security of such series or proxy.

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

                                       75

<PAGE>

Section 14.06 Counting Votes and Recording Action of Meetings.

     The vote upon any resolution submitted to any meeting of Holders of Debt
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Debt Securities of such series or
of their representatives by proxy and the principal amounts and serial
numbers of the Outstanding Debt Securities of such series held or represented
by them. The permanent chairperson 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 Debt Securities of any series shall be prepared by the
secretary of the meeting and there shall be attached to said record the
original reports of the inspectors of votes on any vote by ballot taken
thereat and affidavits by one or more persons having knowledge of the facts
setting forth a copy of the notice of the meeting and showing that said
notice was given as provided in Section 1402 and, if applicable, Section
1401. Each copy shall be signed and verified by the affidavits of the
permanent chairperson and secretary of the meeting and one such copy shall be
delivered to the Company, and another to the Trustee to be preserved by the
Trustee, the latter to have attached thereto the ballots voted at the
meeting. Any record so signed and verified shall be conclusive evidence of
the matters therein stated.

                                 ARTICLE FIFTEEN

                                   DEFEASANCE

Section 15.01 Termination of Company's Obligations.

     If this Section 1501 is specified, as contemplated by Section 301, to be
applicable to any series of Debt Securities and if the Company deposits
irrevocably in trust with the Trustee money and/or Government Obligations the
payments of principal and interest on which when due (and without
reinvestment) will provide money in such amounts as will (together with any
money irrevocably deposited in trust with the Trustee, without investment) be
sufficient to pay the principal of (and premium, if any) and any installment
of principal of (and premium, if any) or interest when due on the Debt
Securities of such series and any coupons appertaining thereto on the Stated
Maturity of such principal or interest or, if such series may be redeemed by
the Company prior to the Stated Maturity thereof and the Company shall have
given irrevocable instructions to the Trustee to effect such redemption, at
the date fixed for such redemption pursuant to Article Eleven, and any
mandatory sinking fund, repayment or analogous payments thereon on the
scheduled due dates therefor, the Company's obligations under Sections 801,
803, 804, 1005, 1007, 1008, 1009 and 1010 and any other covenant determined
pursuant to Section 301 to be subject to this Section shall terminate and
Sections 501(4) (with respect to Sections 801, 803, 804, 1005, 1007, 1008,
1009 and 1010), 501(5), 501(6), 501(7) and 501(8) (if specified as
contemplated by Section 301) shall be deemed not to be an Event of Default,
in each case with respect to the Debt Securities of the series for which such
deposit was made; provided, however, that (i) no Event of Default with
respect to the Debt Securities of such series under Section 501(6) or 501(7)
or event that with notice or lapse of time or both would constitute such an
Event of Default shall have occurred and be continuing on the 91st day after
such date,

                                       76

<PAGE>

(ii) such deposit will not result in a breach of, or constitute a default
under, this Indenture or any other agreement or instrument to which the
Company is a party or by which it is bound, and (iii) such termination shall
not relieve the Company of its obligations under the Debt Securities of such
series and this Indenture to pay when due the principal of (and premium, if
any) and interest and additional amounts on such Debt Securities if such
amounts are not paid (or payment is not provided for) when due from the money
and Government Obligations (and the proceeds thereof) so deposited.

     It shall be a condition to the deposit of cash and/or Government
Obligations and the termination of the Company's obligations pursuant to the
provisions of this Section with respect to the Debt Securities of any series
under Sections 801, 803, 804, 1005, 1007, 1008, 1009 and 1010 and any other
covenant determined pursuant to Section 301 to be subject to this Section and
the inapplicability of the Events of Default contained in Sections 501(4),
501(5), 501(6), 501(7) and 501(8) to the extent set forth above pursuant to
the provisions of this Section with respect to Debt Securities of any series
that the Company deliver to the Trustee (i) an Officers' Certificate to the
effect that under the laws in effect on the date such money and/or Government
Obligations are deposited with the Trustee, the amount thereof will be
sufficient, after payment of all Federal, state and local taxes in respect
thereof payable by the Trustee, to pay principal (and premium, if any) and
interest when due on the Debt Securities of such series; and (ii) an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein provided for relating to the defeasance
contemplated in this Section have been complied with.

     It shall be an additional condition to the deposit of cash and/or
Government Obligations and the termination of the Company's obligations
pursuant to the provisions of this Section under Sections 801, 803, 804,
1005, 1007, 1008, 1009 and 1010 and any other covenant determined pursuant to
Section 301 to be subject to this Section and the inapplicability of the
Events of Default contained in Section 501(4), 501(5), 501(6), 501(7) and
501(8) to the extent set forth above pursuant to the provisions of this
Section, with respect to the Debt Securities of any series then listed on the
Nasdaq National Market, that the Company deliver an Opinion of Counsel that
the Debt Securities of such series will not be delisted from the Nasdaq
National Market as a result of such deposit and termination.

     After a deposit as provided herein, the Trustee shall, upon Company
Request, acknowledge in writing the discharge of the Company's obligations
pursuant to the provisions of this Section with respect to the Debt
Securities of such series under Sections 801, 803, 804, 1005, 1007, 1008,
1009 and 1010 and any other covenant determined pursuant to Section 301 to be
subject to this Section and the inapplicability of the Events of Default
contained in Sections 501(4), 501(5), 501(6), 501(7) and 501(8) to the extent
set forth above.

Section 15.02 Repayment to Company.

     The Trustee and any Paying Agent shall promptly pay to the Company upon
Company Request any money or Government Obligations not required for the
payment of the principal of (and premium, if any) and interest on the Debt
Securities of any series for which money or Government Obligations have been
deposited pursuant to Section 1501 held by them at any time.

                                       77

<PAGE>

     The Trustee and any Paying Agent shall promptly pay to the Company upon
Company Request any money held by them for the payment of principal (and
premium, if any) and interest that remains unclaimed for two years after the
Maturity of the Debt Securities for which a deposit has been made pursuant to
Section 1501. After such payment to the Company, the Holders of the Debt
Securities of such series and any related coupons shall thereafter, as
unsecured general creditors, look only to the Company for the payment thereof.

Section 15.03 Indemnity for Government Obligations.

     The Company shall pay and shall indemnify the Trustee against any tax,
fee or other charge imposed on or assessed against the deposited Government
Obligations or the principal or interest received on such Government
Obligations.

     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.

                        COMPANY:   DMC STRATEX NETWORKS, INC.,
                                   a Delaware corporation


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

                                   [CORPORATE SEAL]

                        TRUSTEE:
                                   --------------------------------------------,
                                   a
                                     -------------------------------------------


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

                                       78

<PAGE>


STATE OF CALIFORNIA                 )
                                    )   Section
COUNTY OF SANTA CLARA               )

     On the _____ day of __________, _____, before me personally came
____________________, to me known, who, being duly sworn, did depose and say
that he resides at ______________________________; that he is a
____________________ of DMC Stratex Networks, Inc., a corporation described
in and which executed the above instrument; that he knows the seal of said
corporation; that it was so affixed pursuant to the authority of the Board of
Directors of said corporation; and that he signed his name thereto pursuant
to like authority.


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

                                       79

<PAGE>


STATE OF __________                 )
                                    )   Section
COUNTY OF __________                )

     On the _____ day of __________, _____, before me personally came
____________________, to me known, who, being duly sworn, did depose and say
that he resides at ______________________________; that he is an
____________________ of ____________________, a ____________________
described in and which executed the above instrument; that he knows the seal
of said corporation; that it was so affixed pursuant to the authority of the
Board of Directors of said corporation; and that he signed his name thereto
pursuant to like authority.


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

                                       80

<PAGE>

                                   EXHIBIT A-1

                [Form of Certificate of Beneficial Ownership by a
              Non-United States Person or by Certain Other Persons]

                                   Certificate

                           DMC STRATEX NETWORKS, INC.

                   [Insert title or sufficient description of
                        Debt Securities to be delivered]

     Reference is hereby made to the Indenture dated as of __________, _____
(the "INDENTURE") between DMC Stratex Networks, Inc., and _______________
(the "TRUSTEE"), covering the above-captioned Debt Securities. This is to
certify that as of the date hereof, _______________ principal amount of Debt
Securities credited to you for our account (i) is owned by persons that are
not United States Persons, as defined below; (ii) is owned by United States
Persons that are (a) foreign branches of United States financial institutions
(as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v))
("FINANCIAL INSTITUTIONS") purchasing for their own account or for resale, or
(b) United States Persons who acquired the Debt Securities through foreign
branches of United States financial institutions and who hold the Debt
Securities through such United States financial institutions on the date
hereof (and in either case (a) or (b), each such United States financial
institution encloses herewith a certificate in the form of EXHIBIT A-2 to the
Indenture); or (iii) is owned by United States or foreign financial
institutions for purposes of resale during the restricted period (as defined
in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), which United
States or foreign financial institutions described in clause (iii) above
(whether or not also described in clause (i) or (ii)) certify that they have
not acquired the Debt Securities for purposes of resale directly or
indirectly to a United States Person or to a person within the United States
or its possessions.



     [Insert if certificate does not relate to an interest payment: We undertake
to advise you by tested telex followed by written confirmation if the above
statement as to beneficial ownership is not correct on the date of delivery of
the above-captioned Debt Securities in bearer form as to all of such Debt
Securities with respect to such of said Debt Securities as then appear in your
books as being held for our account.] We understand that this certificate is
required in connection with United States tax laws. We irrevocably authorize you
to produce this certificate or a copy hereof to any interested party in any
administrative or legal proceedings with respect to the matters covered by this
certificate. "UNITED STATES PERSON" shall mean a citizen or resident of the
United States of America (including the District of Columbia), a corporation,
partnership or other entity created or organized in or under the laws of the
United States or any political subdivision thereof or an estate or trust that is
subject to United States Federal income taxation regardless of the source of its
income.


[This certificate excepts and does not relate to _______________ principal
amount of Debt Securities credited to you for our account and to which we
are not now able to make the certification set forth above. We understand that
definitive Debt Securities cannot be delivered

                                       1

<PAGE>

and interest cannot be paid until we are able to so certify with respect to
such principal amount of Debt Securities.]*

     Dated:
           -----------, -----

     [To be dated on or after __________, _____ (the date determined as provided
in the Indenture)]

              [Name of Person Entitled to Receive Bearer Security]
                             (Authorized Signatory)

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

*Delete if inappropriate

                                       2

<PAGE>

                                   EXHIBIT A-2

                       [Form of Certificate of Status as a
            Foreign Branch of a United States Financial Institution]

                                   Certificate

                           DMC STRATEX NETWORKS, INC.

                   [Insert title or sufficient description of
                        Debt Securities to be delivered]

     Reference is hereby made to the Indenture dated as of __________, _____
(the "INDENTURE"), between DMC Stratex Networks, Inc., and
____________________, relating to the offering of the above-captioned Debt
Securities (the "DEBT SECURITIES"). Unless herein defined, terms used herein
have the same meaning as given to them in the Indenture.

     The undersigned represents that it is a branch located outside the
United States of a United States securities clearing organization, bank or
other financial institution (as defined in U.S. Treasury Regulation Section
1.165-12(c)(1)(v)) that holds customers' securities in the ordinary course of
its trade or business and agrees, and authorizes you to advise the issuer or
the issuer's agent, that it will comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986 and the
regulations thereunder and is not purchasing for resale directly or
indirectly to a United States Person or to a person within the United States
or its possessions. We undertake to advise you by tested telex followed by
written confirmation if the statement in the immediately preceding sentence
is not correct on the date of delivery of the above-captioned Debt Securities
in bearer form.

     We understand that this certificate is required in connection with the
United States tax laws. We irrevocably authorize you to produce this
certificate or a copy hereof to any interested party in any administrative or
legal proceedings with respect to the matters covered by this certificate.

      Dated:
            -----------, -----

      [To be dated on or after __________, _____ (the date determined as
provided in the Indenture)]

              [Name of Person Entitled to Receive Bearer Security]
                             (Authorized Signatory)

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

                                       1

<PAGE>

                                    EXHIBIT B

          [Form of Certificate to be Given by Euroclear and Cedel S.A.
            in Connection with the Exchange of All or a Portion of a
                   Temporary Global Security or to Obtain
                        Interest Prior to Exchange]

                                 Certificate

                          DMC STRATEX NETWORKS, INC.

                   [Insert title or sufficient description of
                        Debt Securities to be delivered]

     We refer to that portion, _______________, of the Global Security
representing the above-captioned issue [which is herewith submitted to be
exchanged for definitive Debt Securities]* [for which we are seeking to obtain
payment of interest]* (the "SUBMITTED PORTION"). This is to certify, pursuant to
the Indenture dated as of __________, 1996 (the "INDENTURE") between DMC Stratex
Networks, Inc., and ____________________ (the "TRUSTEE"), that we have received
in writing, by tested telex or by electronic transmission from member
organizations with respect to each of the persons appearing in our records as
being entitled to a beneficial interest in the Submitted Portion a Certificate
of Beneficial Ownership by a Non-United States Person or by Certain Other
Persons [and, in some cases, a Certificate of Status as a Foreign Branch of a
United States Financial Institution, authorizing us to inform the issuer or the
issuer's agent that it will comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986 and the
regulations thereunder]* substantially in the form of EXHIBIT A-1 [and A-2]* to
the Indenture.

     We hereby request that you deliver to the office of _______________ in
_______________ definitive Bearer Securities in the denominations on the
attached Schedule A.

     We further certify that as of the date hereof we have not received any
notification from any of the persons giving such certificates to the effect
that the statements made by them with respect to any part of the Submitted
Portion are no longer true and cannot be relied on as of the date hereof.

         Dated:
               -----------, -----

MORGAN GUARANTY TRUST COMPANY OF
NEW YORK, BRUSSELS OFFICE,
as Operator of the Euroclear System CEDEL S.A.

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

*Delete if inappropriate.

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