<PAGE>

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




                             WHIRLPOOL CORPORATION



                                      AND



                            CITIBANK, N.A., Trustee



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



                                   INDENTURE


                          Dated as of March 20, 2000



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




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


                            CROSS REFERENCE SHEET*

     Provisions of Trust Indenture Act of 1939 and Indenture to be dated as of
March 20, 2000 between Whirlpool Corporation and Citibank, N.A., Trustee:
<TABLE>
<CAPTION>

   Section of the Act              Section of Indenture
   ------------------              --------------------
<S>                              <C>
310(a)(1) and (2)                  6.9, 3.3
310(a)(3) and (4)                  Inapplicable
310(b)                             6.8 and 6.10(a), (b) and (d)
310(c)                             Inapplicable
311(a)                             6.13(a) and (c)(1) and (2)
311(b)                             6.13(b)
311(c)                             Inapplicable
312(a)                             4.1 and 4.2(a)
312(b)                             4.2(b)
312(c)                             4.2(c)
313(a)                             4.4(a)(i), (ii), (iii), (iv),
                                     (v) and (vi)
313(b)(1)                          Inapplicable
313(b)(2)                          4.4(b)
313(c)                             4.4(c)
313(d)                             4.4(d)
314(a)                             4.3
314(b)                             Inapplicable
314(c)(1) and (2)                  11.5
314(c)(3)                          Inapplicable
314(d)                             Inapplicable
314(e)                             11.5
314(f)                             Inapplicable
315(a),(c) and (d)                 6.1
315(b)                             5.11
315(e)                             5.12
316(a)(1)                          5.9 and 5.10
316(a)(2)                          Not required
316(a) (last sentence)             7.4
316(b)                             5.7
317(a)                             5.2
317(b)                             3.4(a) and (b)
318(a)                             11.7
</TABLE>
----------------------
* This Cross Reference Sheet is not part of the Indenture.

<PAGE>

                               TABLE OF CONTENTS

     PARTIES............................................................   1
     RECITALS...........................................................   1
           Authorization of Indenture...................................   1
           Compliance with Legal Requirements...........................   1
           Purpose of and Consideration for Indenture...................   1

                                  ARTICLE ONE

                                  DEFINITIONS

SECTION 1.1.  Certain Terms Defined.....................................   1
              Attributable Debt.........................................   2
              Board of Directors........................................   2
              Business Day..............................................   2
              Commission................................................   2
              Company...................................................   2
              Company Notice............................................   3
              Component Currency........................................   3
              Consolidated Net Tangible Assets..........................   3
              Conversion Date...........................................   3
              Corporate Trust Office....................................   3
              Coupon....................................................   3
              Coupon Security...........................................   3
              Currency Determination Agent..............................   3
              covenant defeasance.......................................   3
              defaulted interest........................................   4
              Depository................................................   4
              Depository Security.......................................   4
              defeasance................................................   4
              Dollar....................................................   4
              Dollar Equivalent of the ECU..............................   4
              Dollar Equivalent of the Foreign Currency.................   4
              ECU.......................................................   4
              European Communities......................................   4
              Event of Default..........................................   4
              Exchange Rate Officer's Certificate.......................   4
              Foreign Currency..........................................   5
              Funded Debt...............................................   5
              Government Obligations....................................   5
              Holder, Holder of Securities,
                Securityholder..........................................   5
              Indenture.................................................   5
              interest..................................................   5
              Market Exchange Rate......................................   5
              Officer Action............................................   5
              Officers' Certificate.....................................   6
              Official ECU Exchange Rate................................   6
              Opinion of Counsel........................................   6

                                      -i-
<PAGE>

              Original issue date.......................................   6
              Original Issue Discount Security..........................   6
              Outstanding...............................................   6
              Paying Agent..............................................   7
              Person....................................................   7
              Place of Payment..........................................   7
              principal.................................................   7
              Principal Property........................................   7
              Registered Holder.........................................   8
              Registered Security.......................................   8
              Responsible Officer.......................................   8
              Restricted Subsidiary.....................................   8
              sale and lease-back transaction...........................   9
              Security or Securities....................................   9
              Series or Series of Securities............................   9
              Specified Amount..........................................   9
              Subsidiary................................................   9
              Tranche...................................................   9
              Trustee...................................................   9
              Trust Indenture Act of 1939...............................   9
              United States of America..................................   9
              Unregistered Security.....................................  10
              Unrestricted Subsidiary...................................  10
              U.S. Person...............................................  10
              Valuation Date............................................  10
              vice president............................................  10

                                  ARTICLE TWO

                                  SECURITIES

SECTION 2.1.  Forms Generally...........................................  10
SECTION 2.2.  Form of Trustee's Certificate of
                Authentication..........................................  11
SECTION 2.3.  Amount Unlimited; Issuable in Series......................  11
SECTION 2.4.  Authentication and Delivery of Securities.................  14
SECTION 2.5.  Execution of Securities...................................  16
SECTION 2.6.  Certificate of Authentication.............................  17
SECTION 2.7.  Denomination and Date of Securities;
                Payments of Interest....................................  17
SECTION 2.8.  Registration, Transfer and Exchange.......................  19
SECTION 2.9.  Mutilated, Defaced, Destroyed, Lost
                and Stolen Securities...................................  22
SECTION 2.10  Cancellation of Securities; Destruction
                Thereof.................................................  23
SECTION 2.11  Temporary Securities......................................  23
SECTION 2.12  Currency and Manner of Payments in
                Respect of Securities...................................  24
SECTION 2.13  Compliance with Certain Laws and
                Regulations.............................................  29

                                      -ii-
<PAGE>

SECTION 2.14. Securities Issuable in the Form of a
                Depository Security.....................................   29

                                 ARTICLE THREE

                            COVENANTS OF THE ISSUER

SECTION 3.1.  Payment of Principal and Interest.........................   30
SECTION 3.2.  Offices for Payment, etc..................................   30
SECTION 3.3.  Appointment to Fill a Vacancy in Office
                of Trustee..............................................   31
SECTION 3.4.  Paying Agents.............................................   32
SECTION 3.5.  Written Statement to Trustee..............................   33
SECTION 3.6.  Corporate Existence.......................................   33
SECTION 3.7.  Maintenance of Principal Properties.......................   33
SECTION 3.8.  Payment of Taxes and Other Claims.........................   33
SECTION 3.9.  Limitation on Liens.......................................   34
SECTION 3.10. Limitation Upon Sales and Leasebacks......................   37
SECTION 3.11. Waiver of Certain Covenants...............................   38

                                 ARTICLE FOUR

                   SECURITYHOLDERS' LISTS AND REPORTS BY THE
                            ISSUER AND THE TRUSTEE

SECTION 4.1.  Company to Furnish Trustee Information
                as to Names and Addresses of
                Securityholders........................................   39
SECTION 4.2.  Preservation and Disclosure of
                Securityholders' Lists.................................   39
SECTION 4.3.  Reports by the Company...................................   41
SECTION 4.4.  Reports by the Trustee...................................   42

                                 ARTICLE FIVE

                  REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                              ON EVENT OF DEFAULT

SECTION 5.1.  Event of Default Defined; Acceleration
                of Maturity; Waiver of Default.........................   43
SECTION 5.2.  Collection of Indebtedness by Trustee;
                Trustee May Prove Debt.................................   47
SECTION 5.3.  Application of Proceeds..................................   49
SECTION 5.4.  Suits for Enforcement....................................   51
SECTION 5.5.  Restoration of Rights on Abandonment of
                Proceedings............................................   51
SECTION 5.6.  Limitations on Suits by Securityholders..................   51
SECTION 5.7.  Unconditional Right of Securityholders
                to Institute Certain Suits.............................   52

                                     -iii-
<PAGE>

SECTION 5.8.  Powers and Remedies Cumulative; Delay or
                Omission Not Waiver of Default..........................   52
SECTION 5.9.  Control by Securityholders................................   53
SECTION 5.10. Waiver of Past Defaults...................................   53
SECTION 5.11. Trustee to Give Notice of Default, But
                Way Withhold in Certain Circumstances...................   54
SECTION 5.12. Right of Court to Require Filing of
                Undertaking to Pay Costs................................   54

                                  ARTICLE SIX

                            CONCERNING THE TRUSTEE

SECTION 6.1.  Duties and Responsibilities of the
                Trustee; During Default;
                Prior to Default........................................   55
SECTION 6.2.  Certain Rights of the Trustee.............................   56
SECTION 6.3.  Trustee Not Responsible for Recitals,
                Disposition of Securities or Application
                of Proceeds Thereof.....................................   58
SECTION 6.4.  Trustee and Agents May Hold Securities;
                Collections, etc........................................   58
SECTION 6.5.  Moneys Held by Trustee....................................   58
SECTION 6.6.  Compensation and Indemnification of Trustee
                and Its Prior Claim.....................................   58
SECTION 6.7.  Right of Trustee to Rely on Officers'
                Certificate, etc........................................   59
SECTION 6.8.  Disqualification of Trustee; Conflicting
                Interests...............................................   59
SECTION 6.9.  Persons Eligible for Appointment
                as Trustee..............................................   66
SECTION 6.10. Resignation and Removal; Appointment of
                Successor Trustee.......................................   66
SECTION 6.11. Acceptance of Appointment by Successor
                Trustee.................................................   68
SECTION 6.12. Merger, Conversion, Consolidation or
                Succession to Business of Trustee.......................   69
SECTION 6.13. Preferential Collection of Claims
                Against the Company.....................................   70

                                 ARTICLE SEVEN

                        CONCERNING THE SECURITYHOLDERS

SECTION 7.1.  Evidence of Action Taken by
                Securityholders.........................................   74
SECTION 7.2.  Proof of Execution of Instruments.........................   75
SECTION 7.3.  Holders to Be Treated as Owners...........................   75

                                      -iv-
<PAGE>

SECTION 7.4. Securities Owned by Company Deemed Not
               Outstanding................................................  75
SECTION 7.5. Right of Revocation of Action Taken..........................  76

                                 ARTICLE EIGHT

                            SUPPLEMENTAL INDENTURES

SECTION 8.1. Supplemental Indentures Without Consent of
               Securityholders............................................  77
SECTION 8.2. Supplemental Indentures With Consent of
               Securityholders............................................  78
SECTION 8.3. Effect of Supplemental Indenture.............................  80
SECTION 8.4. Documents to Be Given to Trustee.............................  80
SECTION 8.5. Notation on Securities in Respect of
               Supplemental Indentures....................................  80

                                 ARTICLE NINE

                   CONSOLIDATION, MERGER, SALE OR CONVEYANCE

SECTION 9.1. Company May Consolidate, etc., on
               Certain Terms..............................................  81
SECTION 9.2. Successor Corporation Substituted............................  81
SECTION 9.3. Opinion of Counsel to Trustee................................  82

                                  ARTICLE TEN

           SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

SECTION 10.1. Satisfaction and Discharge of Indenture.....................  82
SECTION 10.2. Application by Trustee of Funds
                Deposited for Payment of Securities.......................  87
SECTION 10.3. Repayment of Moneys Held by Paying Agent....................  87
SECTION 10.4. Return of Unclaimed Moneys Held By Trustee
                and Paying Agent..........................................  87
SECTION 10.5. Reinstatement of Company's Obligations......................  87

                                ARTICLE ELEVEN

                           MISCELLANEOUS PROVISIONS

SECTION 11.1. Incorporators, Stockholders, Officers and
                Directors of Company Exempt from
                Individual Liability...................................... 88
SECTION 11.2. Provisions of Indenture for the Sole
                Benefit of Parties and Securityholders ..................  88
SECTION 11.3. Successors and Assigns of Company Bound by
                Indenture................................................  89

                                      -v-
<PAGE>

SECTION 11.4.  Notices and Demands on Company, Trustee
                 and Securityholders.....................................  89
SECTION 11.5.  Officers' Certificates and Opinions of
                 Counsel; Statements to Be Contained
                 Therein.................................................  90
SECTION 11.6.  Payments Due on Saturdays, Sundays and
                 Holidays................................................  91
SECTION 11.7.  Conflict of Any Provision of Indenture
                 with Trust Indenture Act of 1939........................  91
SECTION 11.8.  New York Law to Govern .................................... 91
SECTION 11.9.  Counterparts .............................................. 91
SECTION 11.10. Effect of Headings; Gender ...............................  92
SECTION 11.11. Determination of Principal Amount ........................  92

                                ARTICLE TWELVE

                  REDEMPTION OF SECURITIES AND SINKING FUNDS

SECTION 12.1.  Applicability of Article................................... 92
SECTION 12.2.  Notice of Redemption; Partial
                 Redemptions.............................................  92
SECTION 12.3.  Payment of Securities Called for
                 Redemption..............................................  94
SECTION 12.4.  Exclusion of Certain Securities from
                 Eligibility for Selection for
                 Redemption..............................................  95
SECTION 12.5.  Mandatory and Optional Sinking Funds....................... 96
SECTION 12.6.  Repayment at the Option of the Holders..................... 99

                               ARTICLE THIRTEEN

                               HOLDERS' MEETINGS

SECTION 13.1.  Purposes of Meetings....................................... 99
SECTION 13.2.  Call of Meetings by Trustee................................ 99
SECTION 13.3.  Call of Meetings by Company or Holders.....................100
SECTION 13.4.  Qualifications for Voting..................................100
SECTION 13.5.  Regulations................................................100
SECTION 13.6.  Voting.....................................................101
SECTION 13.7.  No Delay of Rights by Meeting..............................102

                                      -vi-
<PAGE>

     THIS INDENTURE, dated as of March 20, 2000 between WHIRLPOOL CORPORATION, a
Delaware corporation (the "Company"), and CITIBANK, N.A., a national banking
association, (the "Trustee"),

                             W I T N E S S E T H :

     WHEREAS, the Company has duly authorized the issue from time to time of
its unsecured debentures, notes or other evidences of indebtedness to be issued
in one or more Series (the "Securities") up to such principal amount or amounts
as may from time to time be authorized in accordance with the terms of this
Indenture and to provide, among other things, for the authentication, delivery
and administration thereof, the Company has duly authorized the execution and
delivery of this Indenture; and

     WHEREAS, all things necessary to make this Indenture a valid indenture and
agreement according to its terms have been done;

     NOW, THEREFORE:

     In consideration of the premises and the purchases of the Securities by the
holders thereof, the Company and the Trustee mutually covenant and agree for the
equal and proportionate benefit of the respective holders from time to time of
the Securities as follows:

                                  ARTICLE ONE

                                  DEFINITIONS

     SECTION 1.1  Certain Terms Defined. The following terms (except as
otherwise expressly provided or unless the context otherwise clearly requires)
for all purposes of this Indenture and of any indenture supplemental hereto
shall have the respective meanings specified in this Section. All other terms
used in this Indenture that are defined in the Trust Indenture Act of 1939 or
the definitions of which in the Securities Act of 1933 are referred to in the
Trust Indenture Act of 1939, including terms defined therein by reference to the
Securities Act of 1933 (except as herein otherwise expressly provided or unless
the context otherwise clearly requires), shall have the meanings assigned to
such terms in said Trust Indenture Act and in said Securities Act as in force at
the date of this Indenture. All accounting terms used herein and not expressly
defined shall have the meanings assigned to such terms in accordance with
generally accepted accounting principles, and the term "generally accepted
accounting principles" means such accounting principles as are generally
accepted at the time of any computation. The words "herein", "hereof" and
"hereunder"
<PAGE>

and other words of similar import refer to this Indenture as a whole, as
supplemented and amended from time to time, and not to any particular Article,
Section or other subdivision. The terms defined in this Article have the
meanings assigned to them in this Article and include the plural as well as the
singular.

          "Attributable Debt" shall mean, as of any date upon which a
determination of the amount thereof shall be computed, an amount determined by
multiplying the greater, at the time a sale and leaseback transaction was
entered into, of (i) the fair value of the real property subject to such
arrangement (as determined by the Company) or (ii) the net proceeds of the sale
of such real property to the lender or investor, by a fraction of which the
numerator shall be the unexpired initial term of the lease of such real property
as of the date of determination of such computation and of which the denominator
shall be the full initial term of such lease. Attributable Debt shall not
include any such arrangement for financing air, water or noise pollution control
facilities or sewage or solid waste disposal facilities or involving industrial
development bonds which are tax exempt pursuant to Section 103 of the United
States Internal Revenue Code, as amended (or which receive similar tax treatment
under any subsequent amendments thereto or successor laws thereof).

          "Board of Directors" means either the Board of Directors of the
Company or any committee of or created by such Board and duly authorized to act
hereunder.

          "Business Day" means, except as may otherwise be provided in the form
of Securities of any particular Series, with respect to any Place of Payment,
any day, other than a Saturday or Sunday, that is not a legal holiday, or a day
on which banking institutions are authorized or required by law or regulation to
close in New York City or that Place of Payment, or, with respect to Securities
denominated in a Foreign Currency, the capital city of the country of such
Foreign Currency, or, with respect to Securities denominated in ECU, Brussels,
Belgium.

          "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 and delivery of this Indenture such
Commission is not existing and performing the duties now assigned to it under
the Trust Indenture Act, then the body performing such duties on such date.

          "Company" means (except as otherwise provided in Article Six)
Whirlpool Corporation, a Delaware corporation, and, subject to Article Nine, its
successors and assigns.

                                      -2-
<PAGE>

          "Company Notice" means the confirmation of the Company signed by an
officer (including, but not limited to, the chairman of the Board of Directors,
the president, any Vice Chairman, Vice President, Treasurer, Assistant
Treasurer, Secretary or Assistant Secretary of the Company), transmitted by
facsimile and confirmed in writing to the Trustee of the terms of the issuance
of any Securities issuable in Tranches.

          "Component Currency" has the meaning specified in Section 2.12.

          "Consolidated Net Tangible Assets" means the aggregate amount of
assets (less applicable reserves and other properly deductible items) after
deducting therefrom (a) all current liabilities (excluding any thereof
constituting Funded Debt by reason of being extendible or renewable), and (b)
all goodwill, trade names, trademarks, patents, unamortized debt discount and
expense and other like intangibles, all as set forth on the most recent balance
sheet of the Company and its consolidated subsidiaries and computed in
accordance with generally accepted accounting principles.

          "Conversion Date" has the meaning specified in Section 2.12.

          "Corporate Trust Office" means the principal corporate trust office of
the Trustee at which at any particular time its corporate trust business shall
be administered, which office at the date of execution of this Indenture is
located at 120 Wall Street, 13th Floor, New York, New York 10043, except that
for purposes of the presentation of Registered Securities for payment or
registration of transfer or exchange, such term means the office or agency of
the Trustee in said city at which at any particular time the corporate agency
business of the Trustee shall be conducted, which office at the date of
execution of this Indenture is located at 111 Wall Street, New York, New York
10043.

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

          "Coupon Security" means any Security authenticated and delivered with
one or more Coupons appertaining thereto.

          "Currency Determination Agent" means the New York Clearing House Bank,
if any, from time to time selected by the Company for purposes of Section 2.12.

          "covenant defeasance" has the meaning specified in Section 10.1(B).

                                      -3-
<PAGE>

          "defaulted interest" has the meaning specified in Section 2.7.

          "Depository" shall mean, with respect to Securities of any Series for
which the Company shall determine that such Securities will be issued as a
Depository Security, The Depository Trust Company, New York, New York, or
another clearing agency or any successor registered under the Securities
Exchange Act of 1934, as amended, or other applicable statute or regulation,
which, in each case, shall be designated by the Company pursuant to Sections 2.3
and 2.14.

          "Depository Security" shall mean, with respect to any series of
Securities, a Security executed by the Company and authenticated and delivered
by the Trustee to the Depository or pursuant to the Depository's instruction,
all in accordance with this Indenture and pursuant to an Officer Action or a
resolution of the Board of Directors as contemplated by Section 2.3, which (i)
shall be registered as to principal and interest in the name of the Depository
or its nominee and (ii) shall represent, and shall be denominated in an amount
equal to the aggregate principal amount of, all of the Outstanding Securities of
such Series.

          "defeasance" has the meaning specified in Section 10.1(B).

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

          "Dollar Equivalent of the ECU" has the meaning specified in Section
2.12.

          "Dollar Equivalent of the Foreign Currency" has the meaning specified
in Section 2.12.

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

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

          "Event of Default" means any event or condition specified as such in
Section 5.1.

          "Exchange Rate Officer's Certificate" means a facsimile or a
certificate setting forth the applicable Official ECU

                                      -4-
<PAGE>

Exchange Rate and the Dollar or Foreign Currency amounts payable on the basis of
such Official ECU Exchange Rate in respect of the principal of and interest on
Registered Securities, signed (in either case) by the treasurer or any assistant
treasurer of the Company, and delivered to the Trustee.

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

          "Funded Debt" means all indebtedness for money borrowed, or evidenced
by a bond, debenture, note or similar instrument or agreement whether or not for
money borrowed, having a maturity of more than 12 months from the date as of
which the amount thereof is to be determined or having a maturity of less than
12 months but by its terms being renewable or extendible beyond 12 months from
such date at the option of the borrower.

          "Government Obligations" means, unless otherwise specified pursuant to
Section 2.3, securities which are (i) direct obligations of the government which
issued the currency in which the Securities of any Series are payable or (ii)
obligations of a Person controlled or supervised by, or acting as an agency or
instrumentality of, the government which issued the currency in which the
Securities of such Series are payable, the payment of which obligations is
unconditionally guaranteed by such government, and which, in either case, are
full faith and credit obligations of such government, are payable in the
currency in which the Securities of such Series are payable and which are not
callable or redeemable at the option of the issuer thereof.

          "Holder", "Holder of Securities", "Securityholder" or other similar
terms mean the bearer of an Unregistered Security or a Registered Holder of a
Registered Security and, when used with respect to any Coupon, means the bearer
thereof.

          "Indenture" means this instrument as originally executed and delivered
or, if amended or supplemented as herein provided, as so amended or supplemented
or both, and shall include the forms and terms of particular Series of
Securities established as contemplated hereunder.

          "interest," when used with respect to non-interest bearing Securities,
means interest payable at maturity.

          "Market Exchange Rate" has the meaning specified in Section 2.12.

          "Officer Action" means an action taken by any director or officer of
the Company or any group of directors and/or

                                      -5-
<PAGE>

officers of the Company pursuant to authority to so act expressly delegated by
the Board of Directors.

          "Officers' Certificate" means a certificate signed on behalf of the
Company by the chairman of the Board of Directors or the vice chairman or the
president or any vice president and by any of the treasurer, any assistant
treasurer, the secretary or any assistant secretary of the Company and delivered
to the Trustee. Each such certificate shall include the statements provided for
in Section 11.5.

          "Official ECU Exchange Rate" applicable to any currency with respect
to any payment to be made hereunder means the exchange rate between the ECU and
such currency reported by the Commission of the European Communities (currently
based on the rates in effect at 2:30 p.m., Brussels time, on the relevant
exchange markets) or if such exchange rate ceases to be so reported, then such
exchange rate shall be determined by the Currency Determination Agent using, in
its sole discretion and without liability on its part, quotations from one or
more major banks in New York City or such other quotations as the Currency
Determination Agent shall deem appropriate, on the applicable record date.

          "Opinion of Counsel" means an opinion in writing signed by legal
counsel who may be an employee of or counsel to the Company and who shall be
reasonably acceptable to the Trustee. Each such opinion shall include the
statements provided for in Section 11.5, if and to the extent required hereby.

          "Original issue date" of any Security (or portion thereof) means the
date set forth as such on such Security.

          "Original Issue Discount Security" means any Security which provides
for an amount less than the stated principal amount thereof to be due and
payable upon declaration of acceleration of the maturity thereof pursuant to
Section 5.1.

          "Outstanding" (except as otherwise provided in Section 6.8), when used
with reference to Securities, shall, subject to the provisions of Section 7.4,
mean, as of any particular time, all Securities authenticated and delivered by
the Trustee under this Indenture, except

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

          (b) Securities, or portions thereof, for the payment or redemption of
     which moneys in the necessary amount and in the specified currency or
     currency unit shall have been

                                      -6-
<PAGE>

     deposited in trust with the Trustee or with any Paying Agent (other than
     the Company) or shall have been set aside, segregated and held in trust by
     the Company for the holders of such Securities (if the Company shall act as
     its own Paying Agent), provided that if such Securities, or portions
     thereof, are to be redeemed prior to the maturity thereof, notice of such
     redemption shall have been given as herein provided, or provision
     satisfactory to the Trustee shall have been made for giving such notice;
     and

          (c) Securities in substitution for which other Securities shall have
     been authenticated and delivered, or which shall have been paid, pursuant
     to the terms of Section 2.9 (except with respect to any such Security as to
     which proof satisfactory to the Trustee and the Company is presented that
     such Security is held by a person in whose hands such Security is a legal,
     valid and binding obligation of the Company).

          "Paying Agent" means any Person (which may include the Company)
authorized by the Company to pay the principal of or interest, if any, on any
Security on behalf of the Company.

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

          "Place of Payment", when used with respect to the Securities of any
Series, means the place or places where the principal of and interest, if any,
on the Securities of that Series are payable as specified pursuant to Section
3.2.

          "principal" whenever used with reference to the Securities or any
Security or any portion thereof, shall be deemed to include "and premium, if
any".

          "Principal Property" means any building, structure or other facility,
together with the land upon which it is erected and fixtures comprising a part
thereof, owned or leased by the Company or any Restricted Subsidiary, used
primarily for manufacturing and located in the United States of America, the
gross book value on the books of the Company or such Restricted Subsidiary
(without deduction of any depreciation reserve) of which on the date as of which
the determination is being made exceeds 1% of Consolidated Net Tangible Assets,
other than any such building, structure or other facility or any portion thereof
or any such fixture (together with the land upon which it is erected and
fixtures comprising a part thereof) (i) which is financed by industrial
development bonds which are tax exempt

                                      -7-
<PAGE>

pursuant to Section 103 of the United States Internal Revenue Code, as amended
(or which receive similar tax treatment under any subsequent amendments thereto
or successor laws thereof) or (ii) which, in the opinion of the Board of
Directors, is not of material importance to the total business conducted by the
Company and its Restricted Subsidiaries taken as a whole.

          "Registered Holder" when used with respect to a Registered Security
means the person in whose name such Security is registered in the Security
register.

          "Registered Security" means any Security registered in the Security
register.

          "Responsible Officer" when used with respect to the Trustee shall mean
any officer within the Corporate Trust Department (or any successor department)
of the Trustee including any vice president, assistant vice president, assistant
secretary, senior trust officer, trust officer or any other officer or assistant
officer of the Trustee customarily performing functions similar to those
performed by the persons who at the time shall be such officers, respectively,
or to whom any corporate trust matter is referred at the Corporate Trust Office
because of his or her knowledge of and familiarity with the particular subject.

          "Restricted Subsidiary" means any Subsidiary (a) substantially all the
property of which is located, or substantially all of the business of which is
carried on, within the United States of America, or (b) which owns or leases
any Principal Properties; provided, however, that the term "Restricted
Subsidiary" shall not include any Subsidiary (i) more than 80% of whose revenues
during the four preceding calendar quarters, if any, were derived from, and more
than 80% of whose assets are related to, the financing of foreign Subsidiaries,
or the financing of sales or leasing to Persons other than the Company or any
other Restricted Subsidiary, (ii) which is primarily engaged in holding or
developing real estate or constructing buildings or designing, constructing or
otherwise manufacturing structures, equipment, systems, machines, devices or
facilities for the control or abatement of atmospheric pollutants or
contaminants, water pollution, noise, odor or other pollution or waste disposal,
(iii) which is a bank, insurance company or finance company, (iv) which is or
was a "DISC" (Domestic International Sales Corporation) or a "FSC" (Foreign
Sales Corporation) as defined in Sections 992 or 922, respectively, of the
Internal Revenue Code of 1986, as amended, or which receives similar tax
treatment under any subsequent amendments thereto or successor laws thereof or
(v) which is any other financial entity whose accounts as of the date of

                                      -8-
<PAGE>

determination are not required to be consolidated with the accounts of the
Company in its audited consolidated financial statements (but such Subsidiary
shall be excluded pursuant to any of clauses (i) through (v) of this proviso
only so long as it shall not own any Principal Property).

          "sale and lease-back transaction" has the meaning specified in Section
3.10.

          "Security" or "Securities" (except as otherwise provided in Section
6.8) has the meaning stated in the first recital of this Indenture.

          "Series" or "Series of Securities" means a series of Securities.
Except in Sections 1.1 - "Outstanding," 2.3 and 7.4 and Articles Five, Six and
Eleven, the terms "Series" or "Series of Securities" shall also mean a Tranche
in the event that the applicable Series may be issued in separate Tranches.

          "Specified Amount" has the meaning specified in Section 2.12.

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

          "Tranche" means all Securities of the same Series which have the same
issue date, maturity date, interest rate or method of determining interest,
redemption and repayment provisions, interest payment dates, and, in the case of
Original Issue Discount Securities, which have the same issue price.

          "Trustee" means the Person identified as "Trustee" in the first
paragraph hereof and, subject to the provisions of Article Six, any successor
trustee.

          "Trust Indenture Act of 1939" (except as otherwise provided in
Sections 8.1 and 8.2) means the Trust Indenture Act of 1939 as in force at the
date as of which this Indenture was originally executed.

          "United States of America" means the United States of America,
excluding its territories and possessions, but including the Commonwealth of
Puerto Rico.

                                      -9-
<PAGE>

          "Unregistered Security" means any Security not registered in the
Security register as to principal.

          "Unrestricted Subsidiary" means any Subsidiary other than a Restricted
Subsidiary.

          "U.S. Person" means a citizen or resident of the United States of
America, a corporation, partnership or other entity created or organized in or
under the laws of the United States of America or any political subdivision
thereof or an estate or trust the income of which is subject to United States of
America federal income taxation regardless of whether such income is from
sources within or without the United States of America or whether or not such
income is effectively connected with the conduct of a trade or business within
the United States of America.

          "Valuation Date" has the meaning specified in Section 2.12.

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

                                  ARTICLE TWO

                                  SECURITIES

     SECTION 2.1  Forms Generally. The Securities of each Series and the
Coupons, if any, shall be substantially in such form (not inconsistent with this
Indenture) as shall be established by or pursuant to an Officer Action or a
resolution of the Board of Directors 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 (the
provisions of which shall be appropriate to reflect the terms of each Series of
Securities, including the currency or denomination, which may be Dollars,
Foreign Currency or ECU) and may have imprinted or otherwise reproduced thereon
such legend or legends, not inconsistent with the provisions of this Indenture,
as may be required to comply with any law or with any rules or regulations
pursuant thereto, or with any rules of any securities exchange or to conform to
general usage, all as may be determined by the officers executing such
Securities and Coupons, if any, as evidenced by their execution of the
Securities and Coupons, if any.

     The definitive Securities and Coupons, if any, shall be printed,
lithographed or engraved on steel engraved borders or may be produced in any
other manner, all as determined by the

                                     -10-
<PAGE>

officers executing such Securities and Coupons, if any, as evidenced by their
execution of such Securities and Coupons, if any.

     SECTION 2.2  Form of Trustee's Certificate of Authentication. The
Trustee's certificate of authentication on all Securities shall be in
substantially the following form:

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

                              CITIBANK, N.A., as Trustee

                              By____________________________
                                    Authorized Signatory

                                       or

                                 [

                              ______________________________,
                              as Authentication Agent

                              By____________________________
                                    Authorized Signatory]

     SECTION 2.3  Amount Unlimited; Issuable in Series. The aggregate principal
amount of Securities which may be authenticated and delivered under this
Indenture is unlimited.

     The Securities may be issued in one or more Series. There shall be
established in or pursuant to a resolution of the Board of Directors or an
Officer Action and set forth in an Officers' Certificate, or established in one
or more indentures supplemental hereto, prior to the issuance of Securities of
any Series,

          (1) the title of the Securities of the Series (which title shall
     distinguish the Securities of the Series from all other Securities issued
     by the Company);

          (2) any limit upon the aggregate principal amount of the Securities of
     the Series that may be authenticated and delivered under this Indenture
     (except for Securities authenticated and delivered upon registration of
     transfer of, or in exchange for, or in lieu of, other Securities of the
     Series pursuant to Sections 2.8, 2.9, 2.11 or 12.3);

                                     -11-
<PAGE>

          (3) if other than 100% of their principal amount, the percentage of
     their principal amount at which the Securities of the Series will be
     offered;

          (4) the date or dates on which the principal of the Securities of the
     Series is payable;

          (5) the rate or rates (which may be fixed or variable), or the method
     or methods of determination thereof, at which the Securities of the Series
     shall bear interest, if any, the date or dates from which such interest
     shall accrue, the interest payment dates on which such interest shall be
     payable and, in the case of Registered Securities, the record dates for the
     determination of Holders to whom interest is payable;

          (6) the place or places where the principal and interest on Securities
     of the Series shall be payable (if other than as provided in Section 3.2);

          (7) the price or prices at which, the period or periods within which
     and the terms and conditions upon which Securities of the Series may be
     redeemed, in whole or in part, at the option of the Company, pursuant to
     any sinking fund or otherwise;

          (8) if other than the principal amount thereof, the portion of the
     principal amount of Securities of the Series which shall be payable upon
     declaration of acceleration of the maturity pursuant to Section 5.1 or
     provable in bankruptcy pursuant to Section 5.2;

          (9) the obligation, if any, of the Company to redeem, purchase or
     repay Securities of the Series whether pursuant to any sinking fund or
     analogous provisions or pursuant to other provisions set forth therein or
     at the option of a Holder thereof and the price or prices in the currency
     or currency unit in which the Securities of such Series are payable, at
     which and the period or periods within which and the terms and conditions
     upon which Securities of the Series shall be redeemed, purchased or repaid,
     in whole or in part, pursuant to such obligation;

          (10) the issuance as Registered Securities or Unregistered Securities
     or both, and the rights of the Holders to exchange Unregistered Securities
     for Registered Securities of the Series or to exchange Registered
     Securities of the Series for Unregistered Securities of the Series and the
     circumstances under which any such exchanges, if permitted, may be made;

                                     -12-
<PAGE>

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

          (12) if other than denominations of $1,000 and any integral multiple
     thereof, the denominations, which may be in Dollars, any Foreign Currency
     or ECU, in which Securities of the Series shall be issuable;

          (13) the form of the Securities (or forms thereof if Unregistered and
     Registered Securities shall be issuable in such Series), including such
     legends as required by law or as the Company deems necessary or
     appropriate, the form of any coupons or temporary global security which may
     be issued and the forms of any certificates which may be required hereunder
     or which the Company may require in connection with the offering, sale,
     delivery or exchange of Unregistered Securities;

          (14) the currency or currencies, or currency unit or currency units in
     which payments of interest or principal and other amounts are payable with
     respect to the Securities of the Series are to be denominated, payable,
     redeemable or repurchasable, as the case may be;

          (15) whether Securities of the Series are issuable in Tranches;

          (16) whether, and under what circumstances, the Securities of any
     Series shall be convertible into Securities of any other Series;

          (17) if other than the Trustee, any trustees, authenticating or Paying
     Agents, transfer agents or registrars or any other agents with respect to
     the Securities of such Series;

          (18) if the Securities of such Series do not bear interest, the
     applicable dates for purposes of Section 4.1 hereof;

          (19) whether the Securities of such Series are to be issuable in whole
     or in part in the form of one or more Depository Securities, and, in such
     case, the Depository for such Securities;

                                     -13-
<PAGE>

          (20) the application, if any, of either or both of Sections
     10.1(B)(ii) and 10.1(B)(iii) to the Securities of the Series; and

          (21) any other terms or conditions upon which the Securities of the
     Series are to be issued (which terms shall not be inconsistent with the
     provisions of this Indenture).

     All Securities of any one Series shall be substantially identical except as
to denomination, except as provided in the immediately succeeding paragraph, and
except as may otherwise be provided in or pursuant to such Officer Action or
such resolution of the Board of Directors or in any such indenture supplemental
hereto. All Securities of any one Series need not be issued at the same time,
and unless otherwise provided, a Series may be reopened for issuances of
additional Securities of such Series.

     Each Series may be issued in one or more Tranches. Except as provided in
the foregoing paragraph, all Securities of a Tranche shall have the same issue
date, maturity date, interest rate or method of determining interest, redemption
and repayment provisions, interest payment dates, and, in the case of Original
Issue Discount Securities, the same issue price.

     SECTION 2.4  Authentication and Delivery of Securities. At any time and
from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any Series having attached thereto appropriate
Coupons, if any, executed by the Company to the Trustee for authentication, and
the Trustee shall thereupon authenticate and deliver such Securities to or upon
the written order of the Company, signed by both (a) the chairman of its Board
of Directors, or any vice chairman of its Board of Directors, or its president
or any vice president and (b) by its treasurer or any assistant treasurer,
secretary or any assistant secretary without any further action by the Company.
In authenticating such Securities and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive and (subject to Section 6.1) shall be fully protected in
relying upon:

          (1) a certified copy of any resolution or resolutions of the Board of
     Directors authorizing the action taken pursuant to the resolution or
     resolutions delivered under clause (2) below;

          (2) a copy of any resolution or resolutions of the Board of Directors
     relating to such Series, in each case certified by the secretary or an
     assistant secretary of the Company;

                                     -14-
<PAGE>

          (3) an executed Supplemental indenture, if any;

          (4) an officers' Certificate setting forth the form and terms of the
     Securities of such Series as required pursuant to Sections 2.1 and 2.3,
     respectively, and prepared in accordance with Section 11.5;

          (5) an Opinion of Counsel, prepared in accordance with Section 11.5.
     which shall state

                (a) that the form or forms and terms of such Securities and
          Coupons, if any, have been established by or pursuant to an Officer
          Action or a resolution of the Board of Directors or by a supplemental
          indenture as permitted by Sections 2.1 and 2.3 in conformity with the
          provisions of this Indenture and in conformity with such resolution or
          Officer Action;

               (b) that such Securities and Coupons, if any, have been duly
          authorized, and, 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 to applicable bankruptcy, insolvency,
          reorganization or other laws relating to or affecting the enforcement
          of creditors' rights generally and by general equitable principles,
          regardless of whether such enforceability is considered in a
          proceeding in equity or at law;

               (c) the registration statement, if any, relating to the
          Securities of such Series and any amendments thereto has become
          effective under the Securities Act of 1933 and to the best knowledge
          of such counsel, no stop order suspending the effectiveness of such
          registration statement, as amended, has been issued and no proceedings
          for that purpose have been instituted or threatened; and

               (d) the authentication and delivery of the Securities of such
          Series by the Trustee in accordance with the directions of the Company
          so to do, and the Company's execution and delivery of the Securities
          of such Series, will not violate the terms of this Indenture;

provided, however, that in the case of any Series issuable in Tranches, if the
Trustee has previously received the documents

                                     -15-
<PAGE>

referred to in Section 2.4(1)-(5) with respect to such Series, the Trustee shall
authenticate and deliver securities of such Series executed and delivered by the
Company for original issuance upon receipt by the Trustee of the applicable
Company Notice.

     The Trustee shall have the right to decline to authenticate and deliver any
Securities and Coupons, if any, under this Section if the Trustee, being advised
by counsel (such counsel being reasonably acceptable to the Company), determines
that such action may not lawfully be taken by the Company or if the issue of
such Securities pursuant to this Indenture will affect the Trustee's own rights,
duties or immunities under this Indenture in a manner not reasonably acceptable
to the Trustee. Without limiting the generality of the foregoing, the Trustee
shall not be required to authenticate Securities denominated in a Foreign
Currency if the Trustee reasonably believes that it will be unable to perform
its duties hereunder with respect to such Securities.

     SECTION 2.5  Execution of Securities. The Securities shall be signed on
behalf of the Company by both (a) the chairman of its Board of Directors, or any
vice chairman of its Board of Directors or its president or any vice president
and (b) its treasurer or any assistant treasurer or its secretary or any
assistant secretary, under its corporate seal which may, but need not, be
attested. Such signatures may be the manual or facsimile signatures of the
present or any future such officers. The seal of the Company may be in the form
of a facsimile thereof and may be impressed, affixed, imprinted or otherwise
reproduced on the Securities. Typographical and other minor errors or defects in
any such reproduction of the seal or any such signature shall not affect the
validity or enforceability of any Security that has been duly authenticated and
delivered by the Trustee. Any Coupons attached to any Unregistered Security
shall be executed on behalf of the Company by the manual or facsimile signature
of any such officer of the Company.

     In case any officer of the Company who shall have signed any of the
Securities or Coupons shall cease to be such officer before the Security or
Coupon so signed shall be authenticated (in the case of the Securities) and
delivered by the Trustee or disposed of by the Company, such Security or Coupon
nevertheless may be authenticated and delivered or disposed of as though the
person who signed such Security or Coupon had not ceased to be such officer of
the Company; and any Security or Coupon may be signed on behalf of the Company
by such persons as, at the actual date of the execution of such Security or
Coupon, shall be the proper officers of the Company, although at the date of the
execution and delivery of this Indenture any such person was not such an
officer.

                                     -16-
<PAGE>

     SECTION 2.6  Certificate of Authentication. Only such Securities as shall
bear thereon a certificate of authentication substantially in the form
hereinbefore recited, executed by the Trustee by the manual signature of one of
its authorized officers, shall be entitled to the benefits of this indenture or
be valid or obligatory for any purpose. Such certificate by the Trustee upon any
Security executed by the Company shall be conclusive evidence that the Security
so authenticated has been duly authenticated and delivered hereunder and that
the Holder is entitled to the benefits of this Indenture.

     The Trustee shall not authenticate or deliver any Unregistered Security
until any matured Coupons appertaining thereto have been detached and canceled,
except as otherwise provided or permitted by this Indenture.

     SECTION 2.7  Denomination and Date of Securities; Payments of Interest. The
Securities shall be issuable in denominations as shall be specified as
contemplated by Section 2.3. In the absence of any such specification with
respect to the Securities of any Series, the Securities of such Series shall be
issuable in denominations of $1,000 and any multiple thereof, which may be in
Dollars, any Foreign Currency or ECU, and interest shall be computed on the
basis of a 360-day year of twelve 30-day months. The Securities shall be
numbered, lettered, or otherwise distinguished in such manner or in accordance
with such plan as the officers of the Company executing the same may determine
with the approval of the Trustee as evidenced by the execution and
authentication thereof.

     Each Security shall be dated the date of its authentication, shall bear
interest from the date and shall be payable on the dates, in each case, which
shall be specified as contemplated by Section 2.3.

     Interest on any Security which is payable, and is punctually paid or duly
provided for, on any interest payment date shall be paid, in the case of
Registered Securities, to the person in whose name that Security (or one or more
predecessor Securities) is registered at the close of business on the regular
record date for the payment of such interest and, in the case of Unregistered
Securities,'upon surrender of the Coupon appertaining thereto in respect of the
interest due on such interest payment date.

     The term "record date" as used with respect to any interest payment date
(except for a date for payment of defaulted interest) shall mean the date
specified as such in the terms of the Securities of any particular Series, or,
if no such date is so specified, if such interest payment date is the first day
of a calendar month, the close of business on the fifteenth day of the

                                     -17-
<PAGE>

next preceding calendar month or, if such interest payment date is the fifteenth
day of a calendar month, the close of business on the first day of such calendar
month, whether or not such record date is a Business Day.

     Any interest on any Security of any Series which is payable, but is not
punctually paid or duly provided for, on any interest payment date (called
"defaulted interest" for purposes of this Section) shall forthwith cease to be
payable to the Registered Bolder on the relevant 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 clause (2) below:

          (1) The Company may elect to make payment of any defaulted interest to
     the persons in whose names any such Registered Securities (or their
     respective predecessor securities) are registered at the close of business
     on a special record date for the payment of such defaulted interest, which
     shall be fixed in the following manner. The Company shall notify the
     Trustee in writing of the amount of defaulted interest proposed to be paid
     on each Security of such Series and the date of the proposed payment, and
     at the same time the Company shall deposit with the Trustee an amount of
     money equal to the aggregate amount proposed to be paid in respect of such
     defaulted interest or shall make arrangements satisfactory to the Trustee
     for such deposit prior to the date of the proposed payment, such money when
     deposited to be held in trust for the benefit of the persons entitled to
     such defaulted interest as in this clause provided. Thereupon the Trustee
     shall fix a special record date for the payment of such defaulted interest
     in respect of Registered Securities of such Series which shall be not more
     than 15 nor less than 10 days prior to the date of the proposed payment and
     not less than 10 days after the receipt by the Trustee of the notice of the
     proposed payment. The Trustee shall promptly notify the Company of such
     special record date and, in the name and at the expense of the Company,
     shall cause notice of the proposed payment of such defaulted interest and
     the special record date thereof to be mailed, first class postage prepaid,
     to each Registered Holder at his address as it appears in the Security
     register, not less than 10 days prior to such special record date. Notice
     of the proposed payment of such defaulted interest and the special record
     date therefor having been mailed as aforesaid, such defaulted interest in
     respect of Registered Securities of such Series shall be paid to the person
     in whose names such Securities (or their respective predecessor Securities)
     are registered on such special record date and such defaulted interest
     shall no longer be payable pursuant to the following clause (2).

                                     -18-
<PAGE>

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

     Any defaulted interest payable in respect of any Security of any Series
which is not a Registered Security shall be payable pursuant to such procedures
as may be satisfactory to the Trustee in such manner that there is no
discrimination as between the Holders of Registered Securities and other
Securities of the same Series, and notice of the payment date therefor shall be
given by the Trustee, in the name and at the expense of the Company, by
publication at least once in a newspaper of general circulation in New York, New
York and London, England.

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

     SECTION 2.8  Registration, Transfer and Exchange. The Company will keep at
each office or agency to be maintained for the purpose as provided in Section
3.2 a register or registers in which, subject to such reasonable regulations as
it may prescribe, it will register, and will register the transfer of,
Registered Securities as in this Article Two provided. Such register shall be in
written form in the English language or in any other form capable of being
converted into such form within a reasonable time. At all reasonable times such
register or registers shall be open for inspection by the Trustee.

     Upon due presentation for registration of transfer of any Registered
Security of any Series at any such office or agency to be maintained for the
purpose as provided in Section 3.2, the Company shall execute and the Trustee
shall authenticate and deliver in the name of the transferee or transferees a
new Registered Security or Registered Securities of the same Series and
containing the same terms (other than the principal amount thereof, if more than
one Registered Security is executed, authenticated and delivered with respect to
any Registered Security so presented, in which case the aggregate principal
amount of the executed, authenticated and delivered Registered Securities shall
equal the principal amount of the Registered Security presented in respect
thereof).

                                     -19-
<PAGE>

     At the option of the Holder thereof, Unregistered Securities of a Series,
which by their terms are registerable as to principal and interest, may, to the
extent and under the circumstances specified pursuant to Section 2.3, be
exchanged for Registered Securities of such Series containing the same terms
(other than the principal amount thereof, if an Unregistered Security is
exchanged for more than one Registered Security, in which case the aggregate
principal amount of such Registered Securities shall equal the principal amount
of the Unregistered Security exchanged therefor), as may be issued by the terms
thereof. At the option of the Holder thereof, Registered Securities of a Series,
which by their terms provide for the issuance of Unregistered Securities, may,
to the extent and under the circumstances specified pursuant to Section 2.3, be
exchanged for Unregistered Securities of such Series containing the same terms
(other than the principal amount thereof, if a Registered Security is exchanged
for more than one Unregistered Security, in which case the aggregate principal
amount of such Unregistered Securities shall equal the principal amount of the
Registered Security exchanged therefor). Securities so issued in exchange for
other Securities shall be of any authorized denomination and of like principal
amount (subject to the parentheticals in the two immediately preceding
sentences) and maturity date, interest rate or method of determining interest,
and like other terms and shall be issued upon surrender of the Securities for
which they are to be exchanged and, in the case of Coupon Securities, together
with all unmatured Coupons and matured Coupons in default appertaining thereto,
at the office or agency of the Company provided for in Section 3.2 and upon
payment, if the Company shall require, of charges provided therein. Unregistered
Securities of any Series issued in exchange for Registered Securities of such
Series between the regular record date for such Registered Security and the next
interest payment date will be issued without the Coupon relating to such
interest payment date, and Unregistered Securities surrendered in exchange for
Registered Securities between such dates shall be surrendered without the Coupon
relating to such interest payment date. Whenever any Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive. Notwithstanding the foregoing, an Unregistered Security
will not be delivered in exchange for a Registered Security or Securities unless
the Trustee receives a certificate signed by the person entitled to delivery of
such Security or other items or documents fulfilling such conditions as shall be
required by regulations of the United States Department of the Treasury, or
shall be notified by the Company that such a certificate shall not be required
by such regulations; provided, however, that no such Unregistered Security shall
be delivered by the Trustee if the Trustee or such

                                     -20-
<PAGE>

agent shall have, or shall have been notified in writing by the Company that the
Company has, actual knowledge that such certificate is false.

     Upon presentation for registration of any Unregistered Securities of any
Series which by its terms is registrable as to principal, at the office or
agency of the Company to be maintained as provided in Section 3.2. such Security
shall be registered as to principal in the name of the Holder thereof and such
registration shall be noted on such Security. Any Security so registered shall
be transferable on the registry books of the Company upon presentation of such
Security at such office or agency for similar notation thereon.

     Unregistered Securities shall be transferable by delivery, except while
registered as to principal. Registration of any Coupon Security shall not affect
the transferability by delivery of the Coupons appertaining thereto which shall
continue to be payable to bearer and transferable by delivery.

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

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

     No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any transfer or exchange of Securities, other than exchanges pursuant to
Sections 2.11, 8.5 or 12.3 not involving any transfer.

     The Company shall not be required (i) to issue, register the transfer of or
exchange any Security during a period beginning at the opening of business 15
days before the day of the selection of Securities for redemption under Article
Twelve and ending at the close of business on (a) if Securities of such Series
are issuable only as Registered Securities, the day of mailing of the relevant
notice of redemption, (b) if Securities of such Series are issuable only as
Unregistered Securities, the day of the first publication of the relevant notice
of redemption or (c) if Securities of such Series are issuable as Registered
Securities

                                     -21-
<PAGE>

and Unregistered Securities, the date of mailing of the relevant notice of
redemption or otherwise the date of such publication or (ii) to register the
transfer of or exchange any Security so selected for redemption in whole or in
part, except, in the case of any Security to be redeemed in part, the portion
thereof not redeemed.

     SECTION 2.9  Mutilated, Defaced, Destroyed, Lost and Stolen Securities. In
case any temporary or definitive Security or Coupon shall become mutilated,
defaced or be destroyed, lost or stolen, the Company in its discretion may
execute, and upon the written request of any officer of the Company, the Trustee
shall authenticate and deliver, a new Security or Coupon Security of the same
Series, bearing a number not contemporaneously outstanding, in exchange and
substitution for the mutilated or defaced Security or Coupon (and the relevant
Coupon Security), or in lieu of and substitution for the Security or Coupon (and
the relevant Coupon Security) so destroyed, lost or stolen. In every case the
applicant for a substitute Security or Coupon Security shall furnish to the
Company and to the Trustee and to any agent of the Company or the Trustee such
security or indemnity as may be required by them to indemnify and defend and to
save each of them harmless and, in every case of destruction, loss or theft,
evidence to their satisfaction of the destruction, loss or theft of such
Security or Coupon and of the ownership thereof.

     Upon the issuance of any substitute Security (including any Coupon
Security), the Company may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the Trustee) connected
therewith. In case any Security or Coupon which has matured or is about to
mature or has been called for redemption in full shall become mutilated or
defaced or be destroyed, lost or stolen, the Company may, instead of issuing a
substitute Security, pay or authorize the payment of the same (without surrender
thereof except in the case of a mutilated or defaced Security or Coupon);
provided, however, that interest represented by Coupons shall be payable only
upon presentation and surrender of such Coupons at an office or agency of the
Company located outside of the United States of America, unless otherwise
provided pursuant to Section 2.3, if the applicant for such payment shall
furnish to the Company and to the Trustee and any agent of the Company or the
Trustee such security or indemnity as any of them may require to save each of
them harmless, and, in every case of destruction, loss or theft, the applicant
shall also furnish to the Company and the Trustee and any agent of the Company
or the Trustee evidence to their satisfaction of the destruction, loss or theft
of such Security or Coupon and of the ownership thereof.

                                     -22-
<PAGE>

     Every substitute Security of any Series issued pursuant to the provisions
of this Section by virtue of the fact that any Security or Coupon is destroyed,
lost or stolen shall constitute an additional contractual obligation of the
Company, whether or not the destroyed, lost or stolen Security or Coupon shall
be at any time enforceable by anyone and shall be entitled to all the benefits
of (but shall be subject to all the limitations of rights set forth in) this
Indenture equally and proportionately with any and all other Securities of such
Series or Coupons duly authenticated and delivered hereunder. All Securities or
Coupons shall be held and owned upon the express condition that, to the extent
permitted by the law, the foregoing provisions are exclusive with respect to the
replacement or payment of mutilated, defaced, destroyed, lost or stolen
Securities or Coupons and shall preclude any and all other rights or remedies
notwithstanding any law or statute existing or hereafter enacted to the contrary
with respect to the replacement or payment of negotiable instruments or other
securities without their surrender.

     SECTION 2.10  Cancellation of Securities, Destruction Thereof. All
Securities surrendered for payment, redemption, registration of transfer or
exchange, or for credit against any payment in respect of a sinking or analogous
fund and all Coupons surrendered for payment or exchange, shall, if surrendered
to the Company or any agent of the Company or the Trustee, be delivered to the
Trustee for cancellation or, if surrendered to the Trustee, shall be cancelled
by it; and no Securities or Coupons shall be issued in lieu thereof, except as
expressly permitted by any of the provisions of this Indenture. The Trustee
shall destroy cancelled Securities and Coupons held by it and deliver a
certificate of destruction to the Company. If the Company shall acquire any of
the Securities and Coupons, such acquisition shall not operate as a redemption
or satisfaction of the indebtedness represented by such Securities and Coupons
unless and until the same are delivered to the Trustee for cancellation.

     SECTION 2.11  Temporary Securities. Pending the preparation of definitive
Securities for any Series, the Company may execute and the Trustee shall
authenticate and deliver temporary Securities for such Series (printed,
lithographed, typewritten or otherwise reproduced, in each case in form
reasonably acceptable to the Trustee). Temporary Securities of any Series may be
issued as Registered Securities or Unregistered Securities with or without
Coupons attached thereto, of any authorized denomination, and substantially in
the form of the definitive Securities of such Series but with such omissions,
insertions and variations as may be appropriate for temporary Securities, all as
may be determined by the Company with the concurrence of the Trustee. Temporary
Securities may contain such reference to any

                                     -23-
<PAGE>

provisions of this Indenture as may be appropriate. Every temporary Security
shall be executed by the Company and be authenticated by the Trustee upon the
same conditions and in substantially the same manner, and with like effect, as
the definitive Securities. Without unreasonable delay the Company shall execute
and shall furnish definitive Securities of such Series and thereupon temporary
Securities of such Series may be surrendered in exchange therefor without charge
at each office or agency to be maintained by the Company for that purpose
pursuant to Section 3.2, and the Trustee shall authenticate and deliver in
exchange for such temporary Securities of such Series a like aggregate principal
amount of definitive Securities of the same Series of authorized denominations
and, in the case of Unregistered Securities, having attached thereto any
appropriate Coupons. Until so exchanged, the temporary Securities of any Series
shall be entitled to the same benefits under this Indenture as definitive
Securities of such Series.

     SECTION 2.12  Currency and Manner of Payments in Respect of Securities.
Unless otherwise specified pursuant to Section 2.3, this Section 2.12 shall
apply to Securities issued hereunder.

     (a) With respect to Registered Securities of any Series in Dollars or a
Foreign Currency and with respect to Registered Securities denominated in ECU
with respect to which the Holders of such Securities have not made the election
provided for in paragraph (b) below, the following payment provisions shall
apply:

          (1) Except as provided in subparagraph (a)(2) or in paragraph (e)
     below, payment of the principal of any Registered Security will be made at
     the Place of Payment by delivery of a check in the currency in which the
     Security is payable on the payment date against surrender of such
     Registered Security, and any interest on any Registered Security will be
     paid at the Place of Payment by mailing a check in the currency in which
     the Securities are payable to the Person entitled thereto at the address of
     such Person appearing on the Security register.

          (2) Payment of the principal of and interest on such Security may
     also, subject to applicable laws and regulations, be made at such other
     place or places as may be designated by the Company by any appropriate
     method.

     (b) With respect to Registered Securities of any Series denominated in ECU,
the following payment provisions shall apply, except as otherwise provided in
paragraphs (e) and (f) below:

                                     -24-
<PAGE>

          (1) An Officer Action or a resolution of the Board of Directors may
     provide with respect to any Series of such Securities that Holders shall
     have the option to receive payments of principal of and interest on such
     Security in any of the currencies which may be designated for such election
     in such Security by delivering to the Trustee a written election, to be in
     form and substance satisfactory to the Trustee, not later than the close of
     business on the record date immediately preceding the applicable payment
     date. Such election will remain in effect for such Holder until changed by
     the Holder by written notice to the Trustee (but any such change must be
     made not later than the close of business on the record date immediately
     preceding the next payment date to be effective for the payment to be made
     on such payment date and no such change may be made with respect to
     payments to be made on any Security with respect to which notice of
     redemption has been given by the Company pursuant to Article Twelve). Any
     Holder of any such Security who shall not have delivered any such election
     to the Trustee not later than the close of business on the applicable
     record date will be paid the amount due on the applicable payment date in
     ECU as provided in paragraph (a) of this Section 2.12. Payment of principal
     shall be made on the payment date against surrender of such Securities.
     Payment of interest shall be made at the Place of Payment by mailing a
     check in the applicable currency to the Person entitled thereto at the
     address of such Person appearing on the Security register.

          (2) Payment of the principal of and interest on such Security may
     also, subject to applicable laws and regulations, be made at such other
     place or places as may be designated by the Company by any appropriate
     method.

     (c) Payment of the principal of any Unregistered Security and of interest
on any Coupon Security will be made at such place or places outside the United
States as may be designated by the Company by any appropriate method only in the
currency or currency unit in which the Security is payable (except as provided
in paragraph (e) below) on the payment date against surrender of the
Unregistered Security, in the case of payment of principal, or the relevant
Coupon, in the case of payment of interest. Except as provided in paragraph (e)
below, payment with respect to Unregistered Securities and Coupons will be made
by check, subject to any limitations on the methods of effecting such payment as
shall be specified in the terms of the Security established as provided in
Section 2.3 and as shall be required under applicable laws and regulations.
Payment of the principal of and interest on Unregistered Securities may also,
subject to applicable laws and regulations, be made at such other place or

                                     -25-
<PAGE>

places as may be designated by the Company by any appropriate method.

     (d) Not later than the fourth Business Day after the record date for each
payment date, the Trustee will deliver to the Company a written notice
specifying, in the currency in which each Series of the Securities are
denominated, the respective aggregate amounts of principal of and interest on
the Securities to be made on such payment date, specifying the amounts so
payable in respect of the Registered and the Unregistered Securities and in
respect of the Registered Securities as to which the Holders of Securities
denominated in ECU shall have elected to be paid in another currency as provided
in paragraph (b) above. If an Officer Action or a resolution of the Board of
Directors has provided for the election referred to in paragraph (b) above and
if at least one Holder has made such election, then not later than the eighth
Business Day following each record date the Company will deliver to the Trustee
an Exchange Rate Officer's Certificate in respect of the Dollar or Foreign
Currency payments to be made on such payment date. The Dollar or Foreign
Currency amount receivable by Holders of Registered Securities denominated in
ECU who have elected payment in such currency as provided in paragraph (b) above
shall be determined by the Company on the basis of applicable Official ECU
Exchange Rate set forth in the applicable Exchange Rate Officer's Certificate.

     (e) If the Foreign Currency in which any of the Securities are denominated
ceases to be used both by the government of the country which issued such
currency and for the settlement of transactions by public institutions of or
within the international banking community, or if the ECU ceases to be used both
within the European Monetary System and for the settlement of transactions by
public institutions of or within the European Communities, then with respect to
each date for the payment of principal of and interest on the applicable Foreign
Currency or ECU denominated Securities occurring after the last date on which
the Foreign Currency or ECU was so used (the "Conversion Date"), the Dollar
shall be the currency of payment for use on each such payment date. The Dollar
amount to be paid by the Company to the Trustee and by the Trustee or any Paying
Agent to the Holders of such Securities with respect to such payment date shall
be the Dollar Equivalent of the Foreign Currency or, in the case of ECU, the
Dollar Equivalent of the ECU as determined by the Currency Determination Agent
as of the record date (the "Valuation Date") in the manner provided in
paragraphs (g) or (h) below.

     (f) If the Holder of a Registered Security denominated in ECU elects
payment in a specified Foreign Currency as provided for by paragraph (b) and
such Foreign Currency ceases to be used

                                     -26-
<PAGE>

both by the government of the country which issued such currency and for the
settlement of transactions by public institutions of or within the international
banking community, such Holder shall receive payment in ECU, and if ECU ceases
to be used both within the European Monetary System and for the settlement of
transactions by public institutions of or within the European Communities, such
Holder shall receive payment in Dollars.

     (g) The "Dollar Equivalent of the Foreign Currency" shall be determined by
the Currency Determination Agent as of each Valuation Date and shall be obtained
by converting the specified Foreign Currency into Dollars at the Market Exchange
Rate on the Valuation Date.

     (h) The "Dollar Equivalent of the ECU" shall be determined by the Currency
Determination Agent as of each Valuation Date and shall be the sum obtained by
adding together the results obtained by converting the Specified Amount of each
Component Currency into Dollars at the Market Exchange Rate on the Valuation
Date for such Component Currency.

     (i) For purposes of this Section 2.12 the following terms shall have the
following meanings:

     A "Component Currency" shall mean any currency which, on the Conversion
Date, was a component currency of the ECU.

     A "Specified Amount" of a Component Currency shall mean the number of units
or fractions thereof which such Component Currency represented in the ECU on the
Conversion Date. If after the Conversion Date the official unit of any Component
Currency is altered by way of combination or subdivision, the Specified Amount
of such Component Currency shall be divided or multiplied in the same
proportion. If after the Conversion Date two or more Component Currencies are
consolidated into a single currency, the respective Specified Amounts of such
Component Currencies shall be replaced by an amount in such single currency
equal to the sum of the respective Specified Amounts of such consolidated
Component Currencies expressed in such single currency, and such amount shall
thereafter be a Specified Amount and such single currency shall thereafter be a
Component Currency. If after the Conversion Date any Component Currency shall be
divided into two or more currencies, the Specified Amount of such Component
Currency shall be replaced by specified amounts of such two or more currencies,
the sum of which, at the Market Exchange Rate of such two or more currencies on
the date of such replacement, shall be equal to the Specified Amount of such
former Component Currency divided by the number of currencies into which such
Component Currency was divided, and such amounts shall thereafter be Specified
Amounts and such currencies shall thereafter be Component Currencies.

                                     -27-
<PAGE>

     "Market Exchange Rate" shall mean for any currency the noon Dollar buying
rate for that currency for cable transfers quoted in New York City on the
Valuation Date as certified for customs purposes by the Federal Reserve Bank of
New York. If such rates are not available for any reason with respect to one or
more currencies for which an Exchange Rate is required, the Currency
Determination Agent shall use, in its sole discretion and without liability on
its part, such quotation of the Federal Reserve Bank of New York as of the most
recent available date, or quotations from one or more major banks in New York
City or in the country of issue of the currency in question, or such other
quotations as the Currency Determination Agent shall deem appropriate. Unless
otherwise specified by the Currency Determination Agent, if there is more than
one market for dealing in any currency by reason of foreign exchange regulations
or otherwise, the market to be used in respect of such currency shall be that
upon which a nonresident issuer of securities designated in such currency would
purchase such currency in order to make payments in respect of such securities.

     All decisions and determinations of the Currency Determination Agent
regarding the Dollar Equivalent of the Foreign Currency, the Dollar Equivalent
of the ECU and the Market Exchange Rate shall be in its sole discretion and
shall, in the absence of manifest error, be conclusive for all purposes and
irrevocably binding upon the Company and all Holders of the Securities. In the
event that the Foreign Currency ceases to be used both by the government of the
country which issued such currency and for the settlement of transactions by
public institutions of or within the international banking community, the
Company, after learning thereof, will promptly give notice thereof to the
Trustee (and the Trustee will promptly thereafter give notice in the manner
provided in Section 11.4 to the Holders) specifying the Conversion Date. In the
event the ECU ceases to be used both within the European Monetary System and for
the settlement of transactions by public institutions of or within the European
Communities, the Company, after learning thereof, will promptly give notice
thereof to the Trustee (and the Trustee will promptly thereafter give notice in
the manner provided in Section 11.4 to the Holders) specifying the Conversion
Date and the Specified Amount of each Component Currency on the Conversion Date.
In the event of any subsequent change in any Component Currency as set forth in
the definition of Specified Amount above, the Company, after learning thereof,
will similarly give notice to the Trustee.

     The Trustee shall be fully justified and protected in relying on and acting
upon the information so received by it from the Company and the Currency
Determination Agent and shall not otherwise have any duty or obligation to
determine such information independently.

                                     -28-
<PAGE>

     SECTION 2.13  Compliance with Certain Laws and Regulations. If any
Unregistered Securities or Coupon Securities are to be issued in any Series of
Securities, the Company will use reasonable efforts to provide for arrangements
and procedures designed pursuant to then applicable laws and regulations, if
any, to ensure that Unregistered Securities or Coupon Securities are sold or
resold, exchanged, transferred and paid only in compliance with such laws and
regulations and without adverse consequences to the Company.

     SECTION 2.14  Securities Issuable in the Form of a Depository Security. (a)
If the Company shall establish pursuant to Section 2.3 that the Securities of a
particular Series are to be issued as a Depository Security, then the Company
shall execute and the Trustee shall, in accordance with Section 2.4 and the
order delivered to the Trustee thereunder, authenticate and deliver, a
Depository Security which (i) shall represent, and shall be denominated in an
amount equal to the aggregate principal amount of, all of the Outstanding
Securities of such Series, (ii) shall be registered in the name of the
Depository or its nominee, (iii) shall be delivered by the Trustee to the
Depository or pursuant to the Depository's instruction and (iv) shall bear a
legend substantially to the following effect: "EXCEPT AS OTHERWISE PROVIDED IN
SECTION 2.14 OF THE INDENTURE, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR OF THE DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR."

     (b) Notwithstanding any other provision of this Section 2.14 or of Section
2.8, the Depository Security of a Series may be transferred, in whole but not in
part and in the manner provided in Section 2.8, only to another nominee of the
Depository for such Series, or to a successor Depository for such Series
selected or approved by the Company or to a nominee of such successor
Depository.

     (c) If at any time the Depository for a Series of Securities notifies the
Company that it is unwilling or unable to continue as Depository for such Series
or if at any time the Depository for such Series shall no longer be registered
or in good standing under the Securities Exchange Act of 1934, as amended, or
other applicable statute or regulation and a successor Depository for such
Series is not appointed by the Company within 90 days after the Company receives
such notice or becomes aware of such condition, as the case may be, this Section
shall no longer be applicable to the Securities of such Series and the Company
will execute, and the Trustee will authenticate and deliver, securities of such
Series in definitive registered form without coupons, in authorized
denominations, and in an aggregate principal amount equal to the principal
amount of the

                                     -29-
<PAGE>

Depository Security of such Series then Outstanding in exchange for the
Depository Security. In addition, the Company may at any time determine that the
Securities of any Series shall no longer be represented by a Depository Security
and that the provisions of this Section 2.14 shall no longer apply to the
Securities of such series. In such event the Company will execute and the
Trustee, upon receipt of an Officers' Certificate evidencing such determination
by the Company, will authenticate and deliver Securities of such Series in
definitive registered form without coupons, in authorized denominations, and in
an aggregate principal amount equal to the principal amount of the Depository
Security of such Series in exchange for such Depository Security. Upon the
exchange of the Depository Security for such Securities in definitive registered
form without coupons, in authorized denominations, the Depository Security shall
be cancelled by the Trustee. Such Securities in definitive registered form
issued in exchange for the Depository Security pursuant to this Section 2.14(c)
shall be registered in such name and in such authorized denominations as the
Depository pursuant to instructions from its direct or indirect participants or
otherwise, shall instruct the Trustee.

                                 ARTICLE THREE

                            COVENANTS OF THE ISSUER

     SECTION 3.1  Payment of Principal and Interest. The Company covenants and
agrees for the benefit of each Series of Securities that it will duly and
punctually pay or cause to be paid (in the currency or currency unit in which
the Securities of such Series and Coupons, if any, are payable, except as
otherwise provided pursuant to Section 2.3 for the Securities of such Series and
except as provided in Section 2.12(b), (e) and (f) hereof) the principal of, and
interest on, each of the Securities of such Series in accordance with the terms
of the Securities of such Series, any Coupons appertaining thereto and this
Indenture.

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

     SECTION 3.2  Offices for Payment, etc. So long as any of the Registered
Securities remain outstanding, the Company will maintain the following for each
Series: an office or agency (a) where the Securities may be presented for
payment, (b) where the

                                     -30-
<PAGE>

Securities may be presented for registration of transfer and for exchange as in
this Indenture provided and (c) where notices and demands to or upon the Company
in respect of the Securities or of this Indenture may be served. The Company
will give to the Trustee written notice of the location of any such office or
agency and of any change of location thereof. In case the Company shall fail to
so designate or maintain any such office or agency or shall fail to give such
notice of the location or of any change in the location thereof, presentations
and demands may be made and notices may be served at the Corporate Trust Office.
Unless otherwise specified pursuant to Section 2.3, the Trustee is appointed
Paying Agent and Security registrar.

     So long as any Coupon Securities or Unregistered Securities of any Series
remain outstanding, the Company will (except as specified pursuant to Section
2.3) maintain one or more offices or agencies outside the United States in such
city or cities as may be specified elsewhere in this Indenture or as
contemplated by Section 2.3, and shall maintain such office or offices for a
period of two years (or any period thereafter for which it is necessary in order
to conform to United States tax laws or regulations) after the principal on such
Coupon Securities or Unregistered Securities has become due and payable, with
respect to such Series where Coupons appertaining to Securities of such Series
or Unregistered Securities of such Series may be surrendered or presented for
payment, or surrendered for exchange pursuant to Section 2.8 and where notices
and demands to or upon the Company in respect of Coupons appertaining to
Securities of such Series or the Unregistered Securities of such Series or of
this Indenture may be served. The Company will give prompt written notice to the
Trustee of the location and any change in the location, of any such office or
agency. If at any time the Company shall fail to maintain such required office
or agency or shall fail to furnish the Trustee with the address thereof,
presentations, surrenders, notices and demands in respect of Unregistered
Securities may be made or served at an office of the Trustee or its agent
located outside the United States of America as specified pursuant to Section
2.3; and the Company hereby appoints the Trustee and any authenticating agent
appointed hereunder its agents to receive all such presentations, surrenders,
notices and demands.

     SECTION 3.3  Appointment to Fill a Vacancy in Office of Trustee. The
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 6.10, a Trustee, so that there
shall at all times be a Trustee with respect to each Series of Securities
hereunder.

                                     -31-
<PAGE>

     SECTION 3.4 Paying Agents. Whenever the Company shall appoint a Paying
Agent other than the Trustee with respect to the Securities of any Series, it
will cause such Paying Agent to execute and deliver to the Trustee an instrument
in which such Agent shall agree with the Trustee, subject to the provisions of
this Section,

           (a)   that it will hold all sums received by it as such Agent for the
     payment of the principal of or interest on the Securities of such Series or
     Coupons (whether such sums have been paid to it by the Company or by any
     other obligor on the Securities of such Series or Coupons) in trust for the
     benefit of the Holders of the Securities of such Series or Coupons or of
     the Trustee, and upon the occurrence of an Event of Default and upon the
     written request of the Trustee, pay over all such sums received by it to
     the Trustee,

           (b)   that it will give the Trustee notice of any failure by the
     Company (or by any other obligor on the Securities of such Series) to make
     any payment of the principal of or interest on the Securities of such
     Series or Coupons when the same shall be due and payable, and

           (c)   that it will give the Trustee notice of any change of address
     of any Holder of which it is aware.

     The Company will, on or prior to each due date of the principal of or
interest on the Securities of such Series or Coupons, deposit with the Paying
Agent a sum sufficient to pay such principal or interest so becoming due, and
(unless such Paying Agent is the Trustee) the Company will promptly notify the
Trustee of any failure to take such action.

     If the Company shall act as its own Paying Agent with respect to the
Securities of any Series or Coupons, it will, on or before each due date of the
principal of or interest on the Securities of such Series or Coupons, set aside,
segregate and hold in trust for the benefit of the Holders of the Securities of
such Series or Holders of such Coupons a sum sufficient to pay such principal or
interest so becoming due. The Company will promptly notify the Trustee of any
failure to take such action.

     Anything in this section to the contrary notwithstanding, the Company may
at any time, for the purpose of obtaining a satisfaction and discharge with
respect to one or more or all Series of Securities or Coupons hereunder, or for
any other reason, pay or cause to be paid to the Trustee all sums held in trust
for any such Series by the Company or any Paying Agent hereunder, as required by
this Section, such sums to be held by the Trustee upon the trusts herein
contained.



                                     -32-
<PAGE>

     Anything in this Section to the contrary notwithstanding, the agreement to
hold sums in trust as provided in this Section is subject to the provisions of
Sections 10.3 and 10.4.

     SECTION 3.5  Written Statement to Trustee. The Company will deliver to the
Trustee, within 120 days after the and of each fiscal year of the Company ending
after the date hereof, an Officers' Certificate, stating whether or not to the
best knowledge of the signers thereof the Company is in default in the
performance and observance of any of the terms, provisions and conditions of
Article IX and Sections 3.6 to 3.10 inclusive, and, if the Company shall be in
default, specifying all such defaults and the nature and status thereof of which
they have knowledge.

     SECTION 3.6  Corporate Existence. Subject to Article Nine, the Company will
do or cause to be done all things necessary to preserve and keep in full force
and affect its corporate existence, rights (charter and statutory) and
franchises; provided, however, that the Company shall not be required to
preserve or cause to be preserved any such right or franchise if the Company
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 3.7  Maintenance of Principal Properties. The Company will cause
all Principal Properties 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 an in connection therewith may be properly and advantageously
conducted at all times; provided, however, that nothing in this Section shall
prevent or restrict the Company from discontinuing the operation or maintenance
of, or sale, abandonment or other disposition of, or other action with regard
to, any of such properties if any such action is, in the judgment of the
Company, desirable in the conduct of the business of the Company and its
Subsidiaries as a whole.

     SECTION 3.8  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 upon the income, profits or property of the Company,
and (2) all lawful claims for labor, materials and supplies which, if unpaid,
might by law become a mortgage upon the property of the Company; provided.
however, that the Company shall not be required to pay

                                     -33-
<PAGE>

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 3.9  Limitation upon Liens.

     The Company will not itself, and will not permit any Restricted Subsidiary
to, incur, issue, assume or guarantee any notes, bonds, debentures or other
similar evidences of indebtedness for money borrowed (notes, bonds, debentures
or other similar evidences of indebtedness for money borrowed being hereinafter
in this Section and Section 3.10 called "Debt"), secured by pledge of, or
mortgage or other lien (including lease purchase, instalment purchase and other
title retention financing arrangements) on or in respect of any Principal
Property owned or leased by the Company or any Restricted Subsidiary, or on any
shares of stock or Debt of any Restricted Subsidiary (such pledges, mortgages
and other liens being hereinafter in this Section and in Section 3.10 called
"Liens"), without effectively providing that the Securities (together with, if
the Company shall so determine, any other Debt of the Company or such Restricted
Subsidiary then existing or thereafter created which is not subordinate to the
Securities) shall be secured equally and ratably with (or prior to) such secured
Debt (for the purpose of providing such equal and ratable security, the
principal amount of any Securities which are Original Issue Discount Securities
shall mean and shall not be less than that principal amount which could be
declared to be due and payable pursuant to Section 5.1 on the date of the making
of such effective provision, and the extent of such equal and ratable security
shall be adjusted, to the extent permitted by law, as and when said principal
amount changes over time pursuant to Section 5.1 and any other provision
hereof), so long as such secured Debt shall be so secured, unless, after giving
effect thereto, the aggregate principal amount of all such secured Debt then
outstanding plus all Attributable Debt of the Company and its Restricted
Subsidiaries in respect of sale and leaseback transactions (as defined in
Section 3.10) entered into after the date of this Indenture (other than sale and
leaseback transactions permitted by Section 3.10(b)) would not exceed an amount
equal to 10% of Consolidated Net Tangible Assets; provided, however, that
nothing contained in this Section shall prevent, restrict or apply to, and there
shall be excluded from secured Debt in any computation under this Section, Debt
secured by:

          (a) Liens existing as of the date of this Indenture on any property or
     assets owned or leased by the Company or any Restricted Subsidiary;

                                     -34-
<PAGE>

          (b) Liens on property or assets of, or on any shares of stock or Debt
     of, any corporation existing at the time such corporation becomes a
     Restricted Subsidiary;

          (c) Liens on any property or assets or shares of stock or Debt
     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 Debt incurred
     prior to, at the time of or within 120 days after the later of acquisition
     of such property or assets or shares of stock or Debt or the completion of
     any such construction and the commencement of operation of such property,
     for the purpose of financing all or any part of the purchase price or
     construction cost thereof;

          (d) Liens on any property or assets to secure all or any part of the
     cost of development, operation, construction, alteration, repair or
     improvement of all or any part of such property or assets, or to secure
     Debt incurred prior to, at the time of or within 120 days after the
     completion of such development, operation, construction, alteration, repair
     or improvement, whichever is later, for the purpose of financing all or any
     part of such cost (provided such Liens are limited to such property or
     assets, improvements thereon and the land upon which such property, assets
     and improvements are located and any other property or assets not then
     constituting a Principal Property);

          (e) Liens in favor of, or which secure Debt owing to, the Company or a
     Restricted Subsidiary;

          (f) Liens arising from the assignment of moneys due and to become due
     under contracts between the Company or any Restricted Subsidiary and the
     United States of America, any State, Territory or possession thereof or any
     agency, department, instrumentality or political subdivision of any
     thereof; or Liens in favor of the United States of America, any State,
     Commonwealth, Territory or possession thereof or any agency, department,
     instrumentality or political subdivision of any thereof, to secure
     progress, advance or other payments pursuant to any contract or provision
     of any statute, or pursuant to the provisions of any contract not directly
     or indirectly in connection with securing Debt;

          (g) any deposit or pledge as security for the performance of any bid,
     tender, contract, lease or undertaking not directly or indirectly in
     connection with the securing of Debt; any deposit or pledge with any

                                     -35-
<PAGE>

     governmental agency required or permitted to qualify the Company or any
     Restricted Subsidiary to conduct business, to maintain self-insurance or to
     obtain the benefits of any law pertaining to workmen's compensation,
     unemployment insurance, old age pensions, social security or similar
     matters, or to obtain any stay or discharge in any legal or administrative
     proceedings; deposits or pledges to obtain the release of mechanics',
     workmen's, repairmen's, materialmen's or warehousemen's liens on the
     release of property in the possession of a common carrier; any security
     interest created in connection with the sale, discount or guarantee of
     notes, chattel mortgages, leases, accounts receivable, trade acceptances or
     other paper, or contingent repurchase obligations, arising out of sales of
     merchandise in the ordinary course of business; liens permitted by Section
     3.8; or other deposits or pledges similar to those referred to in this
     subparagraph (g);

          (h) Liens arising by reason of any judgment, decree or order of any
     court or other governmental authority, so long as any appropriate legal
     proceedings which may have been initiated for review of such judgment,
     decree or order shall not have been finally terminated or so long as the
     period within which such proceedings may be initiated shall not have
     expired;

          (i) Liens created after the date of this Indenture on property leased
     to or purchased by the Company or any Restricted Subsidiary after that date
     and securing, directly or indirectly, obligations issued by a State, a
     Territory or a possession of the United States of America, or any political
     subdivision of any of the foregoing, or the District of Columbia, to
     finance the cost of acquisition or cost of construction of such property,
     provided that the interest paid on such obligations is entitled to be
     excluded from gross income of the recipient pursuant to Section 103 of the
     Internal Revenue Code (or any successor to such provision) as in effect at
     the time of the issuance of such obligations; and

          (j) any extension, renewal, substitution or replacement (or successive
     extensions, renewals, substitutions or replacements), as a whole or in
     part, of any Lien referred to in subparagraphs (a) through (i) above or the
     Debt secured thereby; provided that (1) such extension, renewal,
     substitution or replacement Lien shall be limited to all or any part of the
     same property or assets, shares of stock or Debt that secured the Lien
     extended, renewed, substituted or replaced (plus improvements on such
     property and any other property or

                                     -36-
<PAGE>

     assets not then constituting a Principal Property) and (2) to the extent,
     if any, that the Debt secured by such Lien at such time is increased, the
     amount of such increase shall not be excluded from secured Debt under any
     computation under this Section.

     Debt created by the Company or any Restricted Subsidiary shall not be
cumulated with a guarantee of the same Debt by the Company or any other
Restricted Subsidiary for the same financial obligation.

SECTION 3.10  Limitation upon Sales and Leasebacks.

     The Company will not itself, and will not permit any Restricted Subsidiary
to, enter into any arrangement after the date of this Indenture with any bank,
insurance company or other lender or investor (not including the Company or any
Restricted Subsidiary) providing for the leasing by the Company or any such
Restricted Subsidiary for a period, including renewals, in excess of three years
of any Principal Property which was or is owned or leased by the Company or such
Restricted Subsidiary which has been or is to be sold or transferred, more than
120 days after such property has been owned by the Company or such Restricted
Subsidiary and completion of construction and commencement of full operation
thereof, 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 Principal
Property (herein referred to as a "sale and leaseback transaction") unless
either:

          (a) The Attributable Debt of the Company and its Restricted
     Subsidiaries in respect of such sale and leaseback transaction and all
     other sale and leaseback transactions entered into after the date of this
     Indenture (other than sale and leaseback transactions permitted by Section
     3.10(b)), plus the aggregate principal amount of Debt secured by Liens on
     Principal Properties then outstanding (excluding any such Debt secured by
     Liens covered in subparagraphs (a) through (j) of the first paragraph of
     Section 3.9) without equally and ratably securing the Securities, would not
     exceed 10% of Consolidated Net Tangible Assets, or

          (b) The Company, within 120 days after the sale or transfer, applies
     an amount equal to the greater of (i) the net proceeds of the sale of the
     Principal Property sold and leased back pursuant to such arrangement or
     (ii) the fair market value of the Principal Property so sold and leased
     back at the time of entering into such arrangement (as determined by any
     two of the following: the Chairman or any

                                     -37-
<PAGE>

     Vice Chairman of the Board, the President, any Vice President, the
     Treasurer and the Controller of the Company) to the retirement of Funded
     Debt (including Securities of any Series constituting Funded Debt) of the
     Company (and any redemption of Securities of any Series pursuant to this
     provision shall, if provided in the terms of such particular Series of
     Securities, not be deemed to constitute a refunding operation or
     anticipated refunding operation pursuant to any redemption provision of
     such series otherwise prohibiting redemption when such would constitute a
     refunding operation or anticipated refunding operation); provided, that
     the amount to be applied to the retirement of Funded Debt of the Company
     pursuant to this subparagraph (b) shall be reduced by (i) the principal
     amount of any Securities (the principal amount of any Securities which are
     Original Issue Discount Securities shall mean and shall not be less than
     that principal amount which could then be declared to be due and payable
     pursuant to Section 5.1) delivered within 120 days after such sale or
     transfer to the Trustee for redemption and cancellation, and (ii) the
     principal amount of Funded Debt (similarly determined with respect to
     Funded Debt that would constitute an Original Issue Discount Security
     within the meaning of this Indenture), other than Securities, voluntarily
     retired by the Company within 120 days after such sale, whether or not any
     such retirement of Funded Debt covered by subclause (i) or (ii) above shall
     be specified as being made pursuant to this subparagraph (b).
     Notwithstanding the foregoing, no retirement referred to in this
     subparagraph (b) may be effected by payment at maturity or pursuant to any
     mandatory sinking fund payment or any mandatory prepayment provision.

     Notwithstanding the foregoing, where the Company or any Restricted
Subsidiary is the lessee in any sale and leaseback transaction, Attributable
Debt shall not include any Debt resulting from the guarantee by the Company or
any other Restricted Subsidiary of the lessee's obligation thereunder.

     SECTION 3.11  Waiver of Certain Covenants.

     The Company may omit in any particular instance to comply with any term,
provision or condition set forth in Sections 3.6 to 3.10, inclusive, with
respect to the Securities of any Series if before or after the time for such
compliance the Holders of at least a majority in principal amount of the
Outstanding Securities of such Series shall either waive such compliance in such
instance or generally waive compliance with such term, provision or condition,
but no such waiver shall extend to or affect such term, provision or condition
except to the extent so expressly waived, and, until such waiver shall become
effective,

                                     -38-
<PAGE>

the obligations of the Company and the duties of the Trustee in respect of any
such term, provision or condition shall remain in full force and effect.

                                 ARTICLE FOUR

                   SECURITYHOLDERS' LISTS AND REPORTS BY THE
                            ISSUER AND THE TRUSTEE

     SECTION 4.1  Company to Furnish Trustee Information as to Names and
Addresses of Securityholders. The Company covenants and agrees that it will
furnish or cause to be furnished to the Trustee a list in such form as the
Trustee may reasonably require of the names and addresses of the Holders of the
Registered Securities of each Series:

          (a) semiannually and not more than 15 days after each record date for
     the payment of interest on such Securities, as hereinabove specified, as of
     such record date and on dates to be determined pursuant to Section 2.3 for
     noninterest bearing securities in each year, and

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

provided that if and so long as the Trustee shall be the Security registrar for
such Series, such list shall not be required to be furnished but in any event
the Company shall be required to furnish such information concerning the Holders
of Coupon Securities and Unregistered Securities which is known to it; provided,
further, that the Company shall have no obligation to investigate any matter
relating to any Holder of an Unregistered Security or any Holder of a Coupon.

     SECTION 4.2  Preservation and Disclosure of Securityholders' Lists. (a) The
Trustee shall preserve, in as current a form as is reasonably practicable, all
information as to the names and addresses of the Holders of each Series of
Securities contained in the most recent list furnished to it as provided in
Section 4.1 or maintained by the Trustee in its capacity as Security registrar
for such Series, if so acting. The Trustee may destroy any list furnished to it
as provided in Section 4.1 upon receipt of a new list so furnished.

     (b) In case three or more Holders of Registered Securities of any Series
(hereinafter referred to as "applicants") apply in writing to the Trustee and
furnish to the Trustee reasonable

                                     -39-
<PAGE>

proof that each such applicant has owned a Security for a period of at least six
months preceding the date of such application, and such application states that
the applicants desire to communicate with other Holders of Securities of a
particular Series (in which case the applicants must all hold Securities of such
Series) or with Holders of all Securities with respect to their rights under
this Indenture or under such Securities and such application is accompanied by a
copy of the form of proxy or other communication which such applicants propose
to transmit, then the Trustee shall, within five business days after the receipt
of such application, at its election, either

          (i) afford to such applicants access to the information preserved at
     the time by the Trustee in accordance with the provisions of subsection (a)
     of this Section 4.2, or

          (ii) inform such applicants as to the approximate number of Holders of
     Securities of such Series or all Securities, as the case may be, whose
     names and addresses appear in the information preserved at the time by the
     Trustee, in accordance with the provisions of subsection (a) of this
     Section, as to the approximate cost of mailing to such Securityholders the
     form of proxy or other communication, if any, specified in such
     application.

     If the Trustee shall elect not to afford to such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Securityholder of such Series or all Securities, as the case may
be, whose name and address appear in the information preserved at the time by
the Trustee in accordance with the provisions of subsection (a) of this Section,
a copy of the form of proxy or other communication which is specified in such
request, with reasonable promptness after a tender to the Trustee of the
material to be mailed and of payment, or provision for the payment, of the
reasonable expenses of mailing, unless within five days after such tender, the
Trustee shall mail to such applicants and file with the Commission together with
a copy of the material to be mailed, a written statement to the effect that, in
the opinion of the Trustee, such mailing would be contrary to the best interests
of the Holders of Securities of such Series or all Securities, as the case may
be, or could be in violation of applicable law. Such written statement shall
specify the basis of such opinion. If the Commission, after opportunity for a
hearing upon the objections specified in the written statement so filed, shall
enter an order refusing to sustain any of such objections or if, after the entry
of such order sustaining one or more of such objections, the Commission shall
find, after notice and opportunity for hearing, that all the objections so
sustained have been met, and shall enter an order so declaring, the Trustee

                                     -40-
<PAGE>

shall mail copies of such material to all such Securityholders with reasonable
promptness after the entry of such order and the renewal of such tender;
otherwise the Trustee shall be relieved of any obligation or duty to such
applicants respecting their application.

     (c) Each and every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any agent of the Company or the Trustee shall be held accountable by reason
of the disclosure of any such information as to the names and addresses of the
Holders of Securities in accordance with the provisions of subsection (b) of
this Section, regardless of the source from which such information was derived,
and that the Trustee shall not be held accountable by reason of mailing any
material pursuant to a request made under such subsection (b).

     SECTION 4.3  Reports by the Company. The Company covenants:

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

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

     (c) to transmit by mail to the Holders of Registered Securities in the
manner and to the extent required by Sections 4.4(c) and 11.4, within 30 days
after the filing thereof with the Trustee, such summaries of any information,
documents, and reports required to be filed by the Company pursuant to
subsection (a) and (b) of this Section as may be required to be

                                     -41-
<PAGE>

transmitted to such Holders by rules and regulations prescribed from time to
time by the Commission.

     SECTION 4.4  Reports by the Trustee. (a) On or before August 15 in each
year following the date hereof, so long as any Securities are outstanding
hereunder, the Trustee shall transmit by mail as provided below to the
Securityholders of each Series, as hereinafter in this Section provided, a brief
report dated as of the preceding June 15 with respect to:

     (i) its eligibility under Section 6.9 and its qualification under Section
6.8. or in lieu thereof, if to the best of its knowledge it has continued to be
eligible and qualified under such Sections, a written statement to such effect;

     (ii) the character and amount of any advances (and if the Trustee elects so
to state, the circumstances surrounding the making thereof) made by the Trustee,
as such, which remain unpaid on the date of such report and for the
reimbursement of which it claims or may claim a lien or charge, prior to that of
the Securities of any Series, on any property or funds held or collected by it
as Trustee, except that the Trustee shall not be required (but may elect) to
report such advances if such advances so remaining unpaid aggregate not more
than 1/2 of 1% of the principal amount of the Securities of any Series
Outstanding on the date of such report;

     (iii) the amount, interest rate, and maturity date of all other
indebtedness owing by the Company (or by any other obligor on the Securities) to
the Trustee in its individual capacity on the date of such report, with a brief
description of any property held as collateral security therefor, except any
indebtedness based upon a creditor relationship arising in any manner described
in Section 6.13(b)(2), (3), (4) or (6);

     (iv) the property and funds, if any, physically in the possession of the
Trustee (as such) on the date of such report;

     (v) any additional Series of Securities which the Trustee has not
previously reported; and

     (vi) any action taken by the Trustee in the performance of its duties under
this Indenture which it has not previously reported and which in its opinion
materially affects the Securities, except action in respect of a default, notice
of which has been or is to be withheld by it in accordance with the provisions
of Section 5.11.

                                     -42-
<PAGE>

     (b) The Trustee shall transmit to the Securityholders of such Series, as
provided in subsection (c) of this Section, a brief report with respect to the
character and amount of any advances (and if the Trustee elects so to state, the
circumstances surrounding the making thereof) made by the Trustee, as such,
since the date of the last report transmitted pursuant to the provisions of
subsection (a) of this Section (or if such report has not yet been so
transmitted, since the date of this Indenture) for the reimbursement of which it
claims or may claim a lien or charge prior to that of the Securities of such
Series on property or funds held or collected by it as Trustee and which it has
not previously reported pursuant to this subsection (b), except that the Trustee
shall not be required (but may elect) to report such advances if such advances
remaining unpaid at any time aggregate 10% or less of the principal amount of
Securities of such Series Outstanding at such time, such report to be
transmitted within 90 days after such time.

     (c) Reports pursuant to this Section shall be transmitted by mail to all
registered Holders of Securities, as the names and addresses of such Holders
appear upon the Security register of the Company and to such Holders of
Unregistered Securities as have, within the two years preceding such notice,
filed their names and addresses with the Trustee for that purpose, and, except
in the case of reports pursuant to subsection (b) of this Section 4.4, to all
Holders whose names and addresses appear in the information preserved at the
time of such notice by the Trustee in accordance with the provisions of Section
4.2(a).

     (d) A copy of each such report shall, at the time of such transmission to
Securityholders, be furnished to the Company and be filed by the Trustee with
each stock exchange upon which the Securities of any applicable Series are
listed and also with the Commission. The Company agrees to notify the Trustee
with respect to any Series when and as the Securities of such Series become
admitted to trading on any national securities exchange.

                                 ARTICLE FIVE

                  REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                              ON EVENT OF DEFAULT

     SECTION 5.1  Event of Default Defined; Acceleration of Maturity; Waiver of
Default. In case one or more of the following Events of Default (unless it is
either inapplicable to a particular series or it is specifically deleted from or
modified in the instrument establishing such Series and the form of Security for
such Series) shall have occurred and be

                                     -43-
<PAGE>

continuing with respect to any Series of Securities, that is to say:

          (a) failure to pay any interest upon any Security of that Series when
     it becomes due and payable, and continuance of such failure to pay for a
     period of 30 days; or

          (b) failure to pay the principal of any Security of that Series as and
     when the same shall become due and payable either at maturity, upon
     redemption (other than with respect to a sinking fund payment), by
     declaration or otherwise; or

          (c) failure to deposit any sinking fund payment, when and as due by
     the terms of a Security of such Series and continuance of such failure for
     a period of 30 days; or

          (d) 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 a Series of Securities other than that
     Series), and continuance of such default or breach for a period of 90 days
     after there has been given, by registered or certified mail, to the Company
     by the Trustee or to the Company and the Trustee by the Holders of at least
     25% in principal amount of the Outstanding Securities of that Series a
     written notice specifying such default or breach and requiring it to be
     remedied and stating that such notice is a "Notice of Default" hereunder;
     or

          (e) a default under any bond, debenture, note or other evidence of
     indebtedness for money borrowed by the Company (including a default with
     respect to Securities of any Series other than that Series), which
     indebtedness is in excess of $50,000,000 outstanding principal amount, 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 (including this Indenture), which indebtedness is
     in excess of $10,000,000 outstanding principal amount, whether such
     indebtedness now exists or shall hereafter be created, which default shall
     constitute a failure to pay any portion of the principal of such
     indebtedness when due and payable after the expiration of any applicable
     grace period with respect thereto or shall have resulted in such
     indebtedness becoming or being declared due and payable prior to the date
     on which it would otherwise have become due and payable, without such

                                     -44-
<PAGE>

     indebtedness having been discharged, or such acceleration having been
     rescinded or annulled, within a period of 10 days after there shall have
     been given, by registered or certified mail, to the Company by the Trustee
     or to the Company and the Trustee by the Holders of at least 25% in
     principal amount of the Securities of such Series at the time Outstanding a
     written notice specifying such default and requiring the Company to cause
     such indebtedness to be discharged or cause such acceleration to be
     rescinded or annulled and stating that such notice is a "Notice of Default"
     hereunder; or

          (f) 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 substantially all
     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

          (g) 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 substantially all 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

                                     -45-
<PAGE>

           (h) any other Event of Default provided with respect to Securities
     of such Series,

then and in each and every such case, so long as such Event of Default with
respect to such Series shall not have been remedied or waived, unless the
principal of all Securities of such Series shall have already become due and
payable, either the Trustee for such Series or the Holders of not less than
twenty-five percent in aggregate principal amount at maturity of the Securities
of such Series then Outstanding hereunder, by notice in writing to the Company
(and to the Trustee if given by such Holders), may declare the principal (or, in
the case of Original Issue Discount Securities, such principal amount as may be
determined in accordance with the terms thereof) of all the Securities of such
Series to be due and payable immediately, and upon any such declaration the same
shall become and shall be immediately due and payable, anything in this
Indenture or in the Securities of such Series contained to the contrary
notwithstanding. This provision, however, is subject to the condition that if at
any time after the principal of the Securities of such Series (or, in the case
of Original Issue Discount Securities, such principal amount as may be
determined in accordance with the terms thereof) shall have been so declared due
and payable, and before any judgment or decree for the payment of the moneys due
shall have been obtained or entered as hereinafter provided, the Company shall
pay or shall deposit with the Trustee a sum sufficient to pay in the currency or
currency unit in which the Securities of such Series are payable (except as
otherwise provided pursuant to Section 2.3 for the Securities of such Series and
except as provided in Section 2.12(b), (e) and (f) hereof) all matured
installments of interest, if any, upon all the Securities of such Series and the
principal of any and all Securities of such Series which shall have become due
otherwise than by such acceleration (with interest upon such principal and, to
the extent that payment of such interest is enforceable under applicable law,
upon overdue installments of interest, at the rate borne by the Securities of
such Series (or, in the case of Original Issue Discount Securities, at the yield
to maturity) to the date of such payment or deposit) and in Dollars such amount
as shall be sufficient to cover reasonable compensation to the Trustee, its
agents, attorneys and counsel and all other expenses and liabilities incurred,
and all advances made, by the Trustee, its agents, attorneys and counsel and any
and all defaults under this Indenture, other than the nonpayment of the
principal of Securities of such Series which shall have become due by such
acceleration, shall have been remedied, then and in every such case the Holders
of a majority in aggregate principal amount at maturity of the Securities of
such Series then Outstanding, by written notice to the Company and to the
Trustee for the

                                     -46-
<PAGE>

Securities of such Series, may waive all defaults and rescind and annul such
declaration and its consequences; but no such waiver or rescission and annulment
shall extend to or shall affect any subsequent default or shall impair any right
consequent thereon.

     SECTION 5.2  Collection of Indebtedness by Trustee: Trustee May Prove Debt.
The Company covenants that (a) in case default shall be made in the payment of
any installment of interest on any of the Securities of any Series when such
interest shall have become due and payable, and such default shall have
continued for a period of 30 days, or (b) in case default shall be made in the
payment of all or any part of the principal of any of the Securities of any
Series when the same shall have become due and payable, whether upon maturity of
the Securities of such Series or upon any redemption or by declaration or
otherwise, then upon demand of the Trustee for the Securities of such Series,
the Company will pay to the Trustee for the Securities of such Series for the
benefit of the Holders of the Securities of such Series and the Holders of any
Coupons appertaining thereto the whole amount that then shall have become due
and payable on all Securities of such Series or such Coupons for principal of or
interest, as the case may be (with interest to the date of such payment upon the
overdue principal and, to the extent that payment of such interest is
enforceable under applicable law, on overdue installments of interest at the
same rate as the rate of interest specified in the Securities of such Series);
and in addition thereto, such further amount as shall be sufficient to cover the
costs and expenses of collection, including reasonable compensation to, and all
expenses and liabilities incurred and all advances made by, the Trustee and each
predecessor Trustee and their respective agents, attorneys and counsel.

     Until such demand is made by the Trustee, the Company may pay the principal
of and interest on the Securities of any Series to the persons entitled thereto,
whether or not the principal of and interest on the Securities of such Series
are overdue.

     In case the Company shall fail forthwith to pay such amounts upon such
demand, the Trustee for the Securities of such Series, in its own name and as
trustee of an express trust, shall be entitled and empowered to institute any
action or proceedings at law or in equity for the collection of the sums so due
and unpaid, and may prosecute any such action or proceedings to judgment or
final decree, and may enforce any such judgment or final decree against the
Company or other obligor upon such Securities and collect in the manner provided
by law out of the property of the Company or other obligor upon such Securities
and Coupons, wherever situated, the moneys adjudged or decreed to be payable.

                                     -47-
<PAGE>

     In case there shall be pending proceedings relative to the Company or any
other obligor upon the Securities and Coupons under Title 11 of the United
States Code or any other applicable Federal or state bankruptcy, insolvency or
other similar law, or in case a receiver, assignee or trustee in bankruptcy or
reorganization, liquidator, sequestrator or similar official shall have been
appointed for or taken possession of the Company or its property or such other
obligor, or in case of any other comparable judicial proceedings relative to the
Company or other obligor under the Securities of any Series and Coupons, if any,
or to the creditors or property of the Company or such other obligor, the
Trustee, irrespective of whether the principal of any 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 pursuant to the
provisions of this Section, shall be entitled and empowered, by intervention in
such proceedings or otherwise:

          (a) to file and prove a claim or claims for the whole amount of
     principal (or, if the Securities of such Series are Original Issue Discount
     Securities, such portion of the principal amount as may be due and payable
     with respect to the Securities of such Series pursuant to a declaration in
     accordance with Section 5.1 hereof) and interest owing and unpaid in
     respect of the Securities of any Series, 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 reasonable compensation to, and all
     expenses and liabilities incurred and all advances made by, the Trustee and
     each predecessor Trustee, and their respective agents, attorneys and
     counsel) and of the Securityholders and the Holders of any Coupons
     appertaining thereto allowed in any judicial proceedings relative to the
     Company or other obligor upon all Securities of any Series, or to the
     creditors or property of the Company or such other obligor,

          (b) unless prohibited by applicable law and regulations, to vote on
     behalf of the holders of the Securities of any Series in any election of a
     trustee or a standby trustee in arrangement, reorganization, liquidation or
     other bankruptcy or insolvency proceedings or person performing similar
     functions in comparable proceedings, and

          (c) to collect and receive any moneys or other property payable or
     deliverable on any such claims, and to distribute all amounts received with
     respect to the claims of the Securityholders and of the Trustee on their
     behalf; and any trustee, receiver, or liquidator, custodian or other
     similar official is hereby authorized by each of the Holders to make

                                     -48-
<PAGE>

     payments to the Trustee for the Securities of such Series, and, in the
     event that such Trustee shall consent to the making of payments directly to
     the Securityholders, to pay to such Trustee such amounts as shall be
     sufficient to cover reasonable compensation to, and all expenses and
     liabilities incurred and all advances made by, such Trustee, each
     predecessor Trustee and their respective agents, attorneys and counsel and
     all other amounts due to such Trustee or any predecessor Trustee pursuant
     to Section 6.6.

     Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or vote for or accept or adopt on behalf of any
Securityholder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities of any Series or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Securityholder in any such proceeding except, as aforesaid, to vote for the
election of a trustee in bankruptcy or similar person.

     All rights of action and of asserting claims under this Indenture, or under
any of the Securities or any Coupon appertaining thereto, may be enforced by the
Trustee for the Securities of such Series without the possession of any of the
Securities of such Series or any Coupon appertaining thereto or the production
thereof at any trial or other proceedings relative thereto, and any such action
or proceedings instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment, subject to the
payment of the expenses, disbursements and compensation of the Trustee, each
predecessor Trustee and their respective agents and attorneys, shall be for the
ratable benefit of the Holders of the Securities and Holders of any Coupons in
respect of which such action was taken.

     In any proceedings brought by the Trustee for the Securities of such Series
(and also any proceedings involving the interpretation of any provision of this
Indenture to which the Trustee shall be a party), the Trustee shall be held to
represent all the Holders of the Securities and Coupons appertaining thereto in
respect to which such action was taken, and it shall not be necessary to make
any Holders of such Securities and Coupons appertaining thereto parties to any
such proceedings.

     SECTION 5.3  Application of Proceeds. Any moneys collected by the Trustee
for the Securities of such Series pursuant to this Article in respect of the
Securities of any Series shall be applied in the following order at the date or
dates fixed by such Trustee and, in case of the distribution of such moneys on
account of principal or interest, upon presentation of the several Securities
and any Coupons appertaining thereto in

                                     -49-
<PAGE>

respect of which moneys have been collected and stamping (or otherwise noting)
thereon the payment, or issuing Securities of such Series in reduced principal
amounts in exchange for the presented Securities of like Series if only
partially paid, or upon surrender thereof if fully paid:

          FIRST: To the payment of costs and expenses applicable to such Series
     in respect of which moneys have been collected, including reasonable
     compensation to, and all expenses and liabilities incurred and all advances
     made by, the Trustee and each predecessor Trustee and their respective
     agents and attorneys and all other amounts due to the Trustee or any
     predecessor Trustee pursuant to Section 6.6;

          SECOND: In case the principal of the Securities of such Series in
     respect of which moneys have been collected shall not have become and be
     then due and payable, to the payment of interest on the Securities of such
     Series in default in the order of the maturity of the installments of such
     interest, with interest (to the extent that payment of such interest is
     permissible by law and that such interest has been collected by the
     Trustee) upon the overdue installments of interest at the same rate as the
     rate of interest specified in such Securities, such payments to be made
     ratably to the persons entitled thereto, without discrimination or
     preference;

          THIRD: In case the principal of the Securities of such Series in
     respect of which moneys have been collected shall have become and shall be
     then due and payable, to the payment of the whole amount then owing and
     unpaid upon all the Securities of such Series for principal and interest,
     with interest upon the overdue principal, and (to the extent that payment
     of such interest is permissible by law and that such interest has been
     collected by the Trustee) upon overdue installments of interest at the same
     rate as the rate of interest specified in the Securities of such Series;
     and in case such moneys shall be insufficient to pay in full the whole
     amount so due and unpaid upon the Securities of such Series, then to the
     payment of such principal and interest without preference or priority of
     principal over interest or of interest over principal, or of any
     installment of interest over any other installment of interest, or of any
     Security of such Series over any other Security of such Series, ratably to
     the aggregate of such principal and accrued and unpaid interest; and

          FOURTH: To the payment of the remainder, if any, to the Company or any
     other person lawfully entitled thereto.

                                     -50-
<PAGE>

     SECTION 5.4  Suits for Enforcement. In case an Event of Default has
occurred, has not been waived and is continuing, the Trustee may in its
discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any of such rights, either at law or in
equity or in bankruptcy or otherwise, whether for the specific enforcement of
any covenant or agreement contained in this Indenture or in aid of the exercise
of any power granted in this Indenture or to enforce any other legal or
equitable right vested in the Trustee by this Indenture or by law.

     SECTION 5.5  Restoration of Rights on Abandonment of Proceedings. In case
the Trustee for the Securities of any Series shall have proceeded to enforce any
right under this Indenture and such proceedings shall have been discontinued or
abandoned for any reason, or shall have been determined adversely to the
Trustee, then and in every such case, subject to the determination in any such
proceeding, the Company and the Trustee shall be restored respectively to their
former positions and rights hereunder, and all rights, remedies and powers of
the Company, the Trustee and the Securityholders shall continue as though no
such proceedings had been taken.

     SECTION 5.6  Limitations on Suits by Securityholders. No Holder of any
Security of any Series or Holder of any Coupon shall have any right by virtue or
by availing of any provision of this Indenture to institute any action or
proceeding at law or in equity or in bankruptcy or otherwise upon or under or
with respect to this Indenture, or for the appointment of a trustee, receiver,
liquidator, custodian or other similar official or for any other remedy
hereunder, unless such Holder previously shall have given to the Trustee written
notice of default and of the continuance thereof, as hereinbefore provided, and
unless also the Holders of not less than 25% in aggregate principal amount of
the Securities of such Series then Outstanding shall have made written request
upon the Trustee to institute such action or proceedings in its own name as
trustee hereunder and shall have offered to the Trustee such reasonable
indemnity, as it may require, against the costs, expenses and liabilities to be
incurred therein or thereby and the Trustee for 60 days after its receipt of
such notice, request and offer of indemnity shall have failed to institute any
such action or proceeding and no direction inconsistent with such written
request shall have been given to the Trustee pursuant to Section 5.9; it being
understood and intended, and being expressly covenanted by the taker and Holder
of every Security and by a Holder of each Coupon appertaining thereto with every
other taker and Holder of a Security or Holder of any Coupon appertaining
thereto and the

                                     -51-
<PAGE>

Trustee, that no one or more Holders of Securities of any Series or one or more
Holders of any Coupons appertaining thereto shall have any right in any manner
whatever, by virtue or by availing of any provision of this Indenture to affect,
disturb or prejudice the rights of any other such Holder of Securities or any
other Holders of such Coupons, or to obtain or seek to obtain priority over or
preference to any other such Holder or to enforce any right under this
Indenture, except in the manner herein provided and for the equal, ratable and
common benefit of all Holders of Securities of the applicable Series and all the
Holders of Coupons appertaining thereto. For the protection and enforcement of
the provisions of this Section, each and every Securityholder and the Trustee
shall be entitled to such relief as can be given either at law or in equity.

     SECTION 5.7  Unconditional Right of Securityholders to Institute Certain
Suits. Notwithstanding any provision in this Indenture and any provision of any
Security or Coupon, the right of any Holder of any Security and the right of
any Holder of any Coupon appertaining thereto to receive payment of the
principal of and interest on such Security at the respective rates, in the
respective amount and in the currency or currency unit therein prescribed on or
after the respective due dates expressed in such Security, or to institute suit
for the enforcement of any such payment on or after such respective dates, shall
not be impaired or affected without the consent of such Holder.

     SECTION 5.8  Powers and Remedies Cumulative; Delay or Omission Not Waiver
of Default. Except as provided in Section 5.6, no right or remedy herein
conferred upon or reserved to the Trustee or to the Securityholders 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.

     No delay or omission of the Trustee or of any Securityholder to exercise
any right or power accruing upon any Event of Default occurring and continuing
as aforesaid shall impair any such right or power or shall be construed to be a
waiver of any such Event of Default or an acquiescence therein; and, subject to
Section 5.6, every power and remedy given by this Indenture or by law to the
Trustee, to the Securityholders or to the Holder of any Coupon appertaining
thereto may be exercised from time to time, and as often as shall be deemed
expedient, by the Trustee, the Securityholders or Holders of any Coupon.

                                     -52-
<PAGE>

     SECTION 5.9  Control by Securityholders. The Holders of a majority in
aggregate principal amount of the Securities of each Series affected (with each
Series treated as a separate class) at the time Outstanding shall have the right
to direct the time, method, and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred on
the Trustee with respect to the Securities of such Series by this Indenture;
provided that such direction shall not be otherwise than in accordance with law
and the provisions of this Indenture and provided further that (subject to the
provisions of Section 6.1) the Trustee shall have the right to decline to follow
any such direction if the Trustee, being advised by counsel, shall determine
that the action or proceeding so directed may not lawfully be taken or if the
Trustee in good faith by its board of directors, the executive committee, or a
trust committee of directors or Responsible Officers of the Trustee shall
determine that the action or proceedings so directed would involve the Trustee
in personal liability or if the Trustee in good faith shall so determine that
the actions or forebearances specified in or pursuant to such direction would be
unduly prejudicial to the interests of Holders of the Securities of all Series
or of the Holders of any Coupons appertaining thereto so affected not joining in
the giving of said direction, it being understood that (subject to Section 6.1)
the Trustee shall have no duty to ascertain whether or not such actions or
forbearances are unduly prejudicial to such Holders.

     Nothing in this Indenture shall impair the right of the Trustee in its
discretion to take any action deemed proper by the Trustee and which is not
inconsistent with such direction or directions by Securityholders.

     SECTION 5.10  Waiver of Past Defaults. The Holders of a majority in
aggregate principal amount of the Securities of such Series at the time
Outstanding may on behalf of the Holders of all the Securities of such Series
and Holders of all Coupons, if any, appertaining thereto waive any past default
hereunder or its consequences, except a default in the payment of the principal
of or interest on any of the Securities of such Series. In the case of any such
waiver, the Company, the Trustee, the Holders of the Securities of such Series
and the Holder of any Coupon appertaining thereto shall be restored to their
former positions and rights hereunder, respectively; but no such waiver shall
extend to any subsequent or other default or impair any right consequent
thereon.

     Upon any such waiver, such default shall cease to exist and be deemed to
have been cured and not to have occurred, and any Event of Default arising
therefrom shall be deemed to have been cured and not to have occurred for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or

                                     -53-
<PAGE>

other default or Event of Default or impair any right consequent thereon.

     SECTION 5.11  Trustee to Give Notice of Default. But May Withhold in
Certain Circumstances. The Trustee shall transmit to the Securityholders of any
Series notice in the manner and to the extent provided in Sections 4.4(c) and
11.4, of all defaults which have occurred with respect to such Series, such
notice to be transmitted within 90 days after the occurrence thereof, unless
such defaults shall have been cured before the giving of such notice (the term
"default" or "defaults" for the purposes of this Section being hereby defined to
mean any event or condition which is, or with notice or lapse of time or both
would become, an Event of Default); provided that, except in the case of default
in the payment of the principal of or interest on any of the Securities of such
Series or any default in the payment of any sinking fund installment or
analogous obligation in respect of any of the Securities of such Series, the
Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee, or a trust committee of directors
or trustees or Responsible Officers of the Trustee in good faith determines that
the withholding of such notice is in the interests of the Securityholders of
such Series.

     SECTION 5.12  Right of Court to Require Filing of Undertaking to Pay
Costs. All parties to this Indenture agree, and each Holder of any Security and
each Holder of any 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 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 Trustee, to any suit instituted by the Company, to any
suit instituted by any Securityholder or group of Securityholders of any Series
holding in the aggregate more than 10% in aggregate principal amount of the
Securities of such Series, or, in the case of any suit relating to or arising
under clause (e) of Section 5.1 (if the suit relates to Securities of more than
one but less than all Series), 10% in aggregate principal amount of Securities
Outstanding affected thereby, or in the case of any suit relating to or arising
under clause (e) (if the suit under clause (e) relates to all the Securities
then Outstanding), (f), (g) or (h) of Section 5.1, 10% in aggregate principal
amount of all Securities Outstanding, or to any suit instituted by any

                                     -54-
<PAGE>

Securityholder for the enforcement of the payment of the principal of or
interest on any Security on or after the due date expressed in such Security.

                                  ARTICLE SIX

                            CONCERNING THE TRUSTEE

     SECTION 6.1  Duties and Responsibilities of the Trustee; During Default;
Prior to Default. With respect to the Holders of any Series of Securities issued
hereunder, the Trustee, prior to the occurrence of an Event of Default with
respect to the Securities of a particular Series and after the curing or waiving
of all Events of Default which may have occurred with respect to such Series,
undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture. In case an Event of Default with respect to the
Securities of a Series has occurred (which has not been cured or waived) of
which a Responsible Officer has actual knowledge, the Trustee, with respect to
the Securities of such Series, shall exercise such of the rights and powers
vested in it by this Indenture, and use the same degree of care and skill in
their exercise, as a prudent man would exercise or use under the circumstances
in the conduct of his own affairs.

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

          (a) prior to the occurrence of an Event of Default with respect to the
     Securities of any Series and after the curing or waiving of all such Events
     of Default with respect to such Series which may have occurred:

               (i) the duties and obligations of the Trustee with respect to the
          Securities of any Series shall be determined solely by the express
          provisions of this Indenture, and the Trustee shall not be liable
          except for the performance of such duties and obligations as are
          specifically set forth in this Indenture, and no implied covenants or
          obligations shall be read into this Indenture against the Trustee; and

               (ii) in the absence of bad faith on the part of the Trustee, the
          Trustee may conclusively rely, as to the truth of the statements and
          the correctness of the opinions expressed therein, upon any
          statements, certificates or opinions furnished to the Trustee and

                                     -55-
<PAGE>

          conforming to the requirements of this Indenture; but in the case of
          any such statements, certificates or opinions which by any provision
          hereof are specifically required to be furnished to the Trustee, the
          Trustee shall be under a duty to examine the same to determine whether
          or not they conform to the requirements of this Indenture;

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

           (c) the Trustee shall not be liable with respect to any action taken
     or omitted to be taken by it in good faith in accordance with the direction
     of the Holders pursuant to Section 5.9 relating to the time, method and
     place of conducting any proceeding for any remedy available to the Trustee,
     or exercising any trust or power conferred upon the Trustee, under this
     Indenture.

     None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the exercise of any of
its rights or powers, if there shall be reasonable ground for believing that
the repayment of such funds or adequate indemnity against such liability is not
reasonably assured to it.

     Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the conditions of this Section
6.1.

     SECTION 6.2  Certain Rights of the Trustee. Subject to Section 6.1:

           (a) the Trustee may rely and shall be protected in acting or
     refraining from acting upon any resolution, Officers' Certificate or any
     other certificate, statement, instrument, opinion, report, notice, request,
     consent, order, bond, debenture, note, coupon, security 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, direction, order or demand of the Company mentioned
     herein shall be sufficiently evidenced by an Officers' Certificate (unless
     other evidence in respect thereof be herein specifically prescribed); and
     any

                                     -56-
<PAGE>

     resolution of the Board of Directors may be evidenced to the Trustee by a
     copy thereof certified by the secretary or any assistant secretary of the
     Company;

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

          (d)  the Trustee shall be under no obligation to exercise any of the
     trusts or powers vested in it by this Indenture at the request, order or
     direction of any of the Securityholders pursuant to the provisions of this
     Indenture, unless such Securityholders shall have offered to the Trustee
     reasonable security or indemnity against the costs, expenses and
     liabilities which might be incurred therein or thereby;

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

          (f)  prior to the occurrence of any Event of Default hereunder and
     after the curing or waiving of all Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note,
     coupon, security, or other paper or document unless requested in writing to
     do so by the Holders of not less than a majority in aggregate principal
     amount of the Securities of all Series affected then Outstanding; provided
     that, if the payment within a reasonable time to the Trustee of the costs,
     expenses or liabilities likely to be incurred by it in the making of such
     investigation is, in the opinion of the Trustee, not reasonably assured to
     the Trustee by the security afforded to it by the terms of this Indenture,
     the Trustee may require reasonable indemnity against such expenses or
     liabilities as a condition to proceeding; the reasonable expenses of every
     such investigation shall be paid by the Company or, if paid by the Trustee
     or any predecessor Trustee, shall be repaid by the Company upon demand; 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

                                     -57-
<PAGE>

     be responsible for any misconduct or negligence on the part of any agent or
     attorney appointed with due care by it hereunder.

     SECTION 6.3  Trustee Not Responsible for Recitals, Disposition of
Securities or Application of Proceeds Thereof. The recitals contained herein and
in the Securities, except the Trustee's certificate of authentication, shall be
taken as the statements of the Company, and the Trustee assumes no
responsibility for the correctness of the same. The Trustee makes no
representation as to the validity or sufficiency of this Indenture or of the
Securities or the Coupons. The Trustee represents that it is duly authorized to
execute and deliver this Indenture and perform its obligations hereunder. The
Trustee shall not be accountable for the use or application by the Company of
any of the Securities or of the proceeds thereof.

     SECTION 6.4  Trustee and Agents May Hold Securities; Collections, etc. The
Trustee, any Paying Agent, Security registrar, or any agent of the Company or
the Trustee, in its individual or any other capacity, may become the owner or
pledgee of Securities or Coupons with the same rights it would have if it were
not the Trustee or such agent and, subject to Sections 6.8 and 6.13, if
operative, may otherwise deal with the Company and receive, collect, hold and
retain collections from the Company with the same rights it would have if it
were not the Trustee or such agent.

     SECTION 6.5  Moneys Held by Trustee. Subject to the provisions of Section
10.4 hereof, all moneys received by the Trustee shall, until used or applied as
herein provided, be held in trust for the purposes for which they were received,
but need not be segregated from other funds except to the extent required by
mandatory provisions of law. Neither the Trustee nor any agent of the Company or
the Trustee shall be under any liability for interest on any moneys received by
it hereunder (except as otherwise agreed with the Company).

     SECTION 6.6  Compensation and Indemnification of Trustee and Its Prior
Claim. The Company covenants and agrees to pay to the Trustee from time to time,
and the Trustee shall be entitled to, reasonable compensation in Dollars (which
shall not be limited by any provision of law in regard to the compensation of a
trustee of an express trust) and the Company covenants and agrees to pay or
reimburse the Trustee and each predecessor Trustee upon its request in Dollars
for all reasonable expenses, disbursements and advances incurred or made by or
on behalf of it in accordance with any of the provisions of this Indenture
(including the reasonable compensation and the expenses and disbursements of its
counsel and of all agents and other persons not regularly in its

                                     -58-
<PAGE>

employ) except any such expense, disbursement or advance as may arise from its
negligence or bad faith. The Company also covenants to indemnify the Trustee and
each predecessor 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
Indenture or the trusts hereunder and its duties hereunder, including the costs
and expenses of defending itself against or investigating any claim of liability
in the premises. The obligations of the Company under this Section to compensate
and indemnify the Trustee and each predecessor Trustee and to pay or reimburse
the Trustee and each predecessor Trustee for expenses, disbursements and
advances shall constitute additional indebtedness hereunder and shall survive
the satisfaction and discharge of this Indenture. Such additional indebtedness
shall be a senior claim to that of the Securities upon all property and funds
held or collected by the Trustee as such, except funds held in trust for the
benefit of the Holders of particular Securities or the Holders of particular
Coupons, and the Securities are hereby subordinated to such senior claim.

     SECTION 6.7  Right of Trustee to Rely on Officers' Certificate, etc.
Subject to Sections 6.1 and 6.2, whenever in the administration of the trusts of
this Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering or omitting any action
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or bad faith on the
part of the Trustee, be deemed to be conclusively proved and established by an
Officers' Certificate complying with Section 11.5 delivered to the Trustee, and
such certificate, in the absence of negligence or bad faith on the part of the
Trustee, shall be full warrant to the Trustee for any action taken, suffered or
omitted by it or under the provisions of this Indenture upon the faith thereof.

     SECTION 6.8  Disqualification of Trustee; Conflicting Interests. (a) If the
Trustee for the Securities of any Series has or shall acquire any conflicting
interest, as defined in this Section, it shall, within 90 days after
ascertaining that it has such conflicting interest, either eliminate such
conflicting interest or resign in the manner and with the effect specified in
this Indenture.

     (b) In the event that the Trustee shall fail to comply with the provisions
of subsection (a) of this Section, the Trustee shall, within 10 days after the
expiration of such 90 day period, transmit by mail notice of such failure to the
Securityholders in the manner and to the extent provided in Section 4.4(c) and
11.4.

                                     -59-
<PAGE>

     (c) For the purposes of this Section, the Trustee for the Securities of any
Series shall be deemed to have a conflicting interest with respect to Securities
of any Series if

          (i) the Trustee is trustee under this Indenture with respect to the
    Outstanding Securities of any other Series or is a trustee under another
    indenture under which any other securities, or certificates of interest or
    participation in any other securities, of the Company are outstanding,
    unless such other indenture is a collateral trust indenture under which the
    only collateral consists of Securities issued under this Indenture; provided
    that there shall be excluded from the operation of this paragraph this
    indenture with respect to the Securities of any Series other than such
    Series or any other indenture or indentures under which other securities, or
    certificates of interest or participation in other securities, of the
    Company are outstanding if (x) this Indenture is and such other indenture or
    indentures are wholly unsecured, and such other indenture or indentures are
    hereafter qualified under the Trust Indenture Act of 1939, unless the
    Commission shall have found and declared by order pursuant to Section 305(b)
    or Section 307(c) of such Trust Indenture Act of 1939 that differences exist
    between the provisions of this Indenture with respect to Securities of such
    Series and one or more other Series, or the provisions of this Indenture and
    the provisions of such other indenture or indentures which are so likely to
    involve a material conflict of interest as to make it necessary in the
    public interest or for the protection of investors to disqualify the Trustee
    from acting as such under this Indenture with respect to Securities of such
    Series and such other Series, or under this Indenture or such other
    indenture or indentures, or (y) the Company shall have sustained the burden
    of proving, on application to the Commission and after opportunity for
    hearing thereon, that trusteeship under this Indenture with respect to
    Securities of such Series and such other Series, or under this Indenture and
    such other indenture or indentures is not so likely to involve a material
    conflict of interest as to make it necessary in the public interest or for
    the protection of investors to disqualify the Trustee from acting as such
    under this Indenture with respect to Securities of such Series and such
    other Series, or under this Indenture and such other indentures;

          (ii) the Trustee or any of its directors or executive officers is an
    obligor upon the Securities of any Series issued under this Indenture or an
    underwriter for the Company;

                                     -60-
<PAGE>

          (iii) the Trustee directly or indirectly controls or is directly or
     indirectly controlled by or is under direct or indirect common control with
     the Company or an underwriter for the Company;

          (iv) the Trustee or any of its directors or executive officers is a
     director, officer, partner, employee, appointee, or representative of the
     Company, or of an underwriter (other than the Trustee itself) for the
     Company who is currently engaged in the business of underwriting, except
     that (x) one individual may be a director or an executive officer, or both,
     of the Trustee and a director or an executive officer, or both, of the
     Company, but may not be at the same time an executive officer of both the
     Trustee and the Company; (y) if and so long as the number of directors of
     the Trustee in office is more than nine, one additional individual may be a
     director or an executive officer, or both, of the Trustee and a director of
     the Company; and (z) the Trustee may be designated by the Company or by any
     underwriter for the Company to act in the capacity of transfer agent,
     registrar, custodian, Paying Agent, fiscal agent, escrow agent or
     depositary, or in any other similar capacity, or, subject to the provisions
     of subsection (c)(i) of this Section, to act as trustee, whether under an
     indenture or otherwise;

          (v) 10% or more of the voting securities of the Trustee is
     beneficially owned either by the Company or by any director, partner or
     executive officer thereof, or 20% or more of such voting securities is
     beneficially owned, collectively, by any two or more of such persons; or
     10% or more of the voting securities of the Trustee is beneficially owned
     either by an underwriter for the Company or by any director, partner, or
     executive officer thereof, or is beneficially owned, collectively, by any
     two or more such persons;

          (vi) the Trustee is the beneficial owner of, or holds as collateral
     security for an obligation which is in default, (x) 5% or more of the
     voting securities or 10% or more of any other class of security of the
     Company, not including the Securities issued under this Indenture and
     securities issued under any other indenture under which the Trustee is also
     trustee, or (y) 10% or more of any class of security of an underwriter for
     the Company;

          (vii) the Trustee is the beneficial owner of, or holds as collateral
     security for an obligation which is in default, 5% or more of the voting
     securities of any person who, to the knowledge of the Trustee, owns 10% or
     more of

                                     -61-
<PAGE>

     the voting securities of, or controls directly or indirectly or is under
     direct or indirect common control with, the Company;

          (viii) the Trustee is the beneficial owner of, or holds as collateral
     security for an obligation which is in default, 10% or more of any class of
     security of any person who, to the knowledge of the Trustee, owns 50% or
     more of the voting securities of the Company; or

          (ix) the Trustee owns on May 15 in any calendar year, in the capacity
     of executor, administrator, testamentary or inter vivos trustee, guardian,
     committee or conservator, or in any other similar capacity, an aggregate of
     25% or more of the voting securities, or of any class of security, of any
     person, the beneficial ownership of a specified percentage of which would
     have constituted a conflicting interest under Section 6.8(c)(vi), (vii) or
     (viii). As to any such securities of which the Trustee acquired ownership
     through becoming executor, administrator or testamentary trustee of an
     estate which included them, the provisions of the preceding sentence shall
     not apply, for a period of two years from the date of such acquisition, to
     the extent that such securities included in such estate do not exceed 25%
     of such voting securities or 25% of any such class of securities. Promptly
     after May 15 in each calendar year the Trustee shall make a check of its
     holdings of such securities in any of the above-mentioned capacities as of
     such May 15. If the Company fails to make payment in full of principal of
     or interest on any of the Securities when and as the same becomes due and
     payable, and such failure continues for 30 days thereafter, the Trustee
     shall make a prompt check of its holdings of such securities in any of the
     above-mentioned capacities as of the date of the expiration of such 30-day
     period, and after such date, notwithstanding the foregoing provisions of
     this paragraph, all such securities so held by the Trustee, with sole or
     joint control over such securities vested in it, shall, but only so long as
     such failure shall continue, be considered as though beneficially owned by
     the Trustee for the purposes of subsections (c)(vi), (vii) and (viii) of
     this Section.

     The specification of percentages in subsections (c)(v) to (ix), inclusive,
of this Section shall not be construed as indicating that the ownership of such
percentages of the securities of a person is or is not necessary or sufficient
to constitute direct or indirect control for the purposes of subsections
(c)(iii) or (vii) of this Section.

                                     -62-
<PAGE>

     For the purposes of subsections (c)(vi), (vii), (viii) and of this Section,
only:

          (i) the terms "security" and "securities" shall include only such
     securities as are generally known as corporate securities, but shall not
     include any note or other evidence of indebtedness issued to evidence an
     obligation to repay moneys lent to a person by one or more banks, trust
     companies, or banking firms, or any certificate of interest or
     participation in any such note or evidence of indebtedness;

          (ii) an obligation shall be deemed to be in default when a default in
     payment of principal shall have continued for 30 days or more and shall not
     have been cured; and

          (iii) the Trustee shall not be deemed to be the owner or holder of (x)
     any security which it holds as collateral security, as trustee or
     otherwise, for an obligation which is not in default as defined in clause
     (ii) above, or (y) any security which it holds as collateral security under
     this Indenture, irrespective of any default hereunder, or (z) any security
     which it holds as agent for collection, or as custodian, escrow agent, or
     depository, or in any similar representative capacity.

     (d) For purposes of this Section:

          (i) the term "underwriter" when used with reference to the Company
     shall mean every person who, within three years prior to the time as of
     which the determination is made, has purchased from the Company with a view
     to, or has offered or sold for the Company in connection with, the
     distribution of any security of the Company outstanding at such time, or
     has participated or has had a direct or indirect participation in any such
     undertaking, or has participated or has had a participation in the direct
     or indirect underwriting of any such undertaking, but such term shall not
     include a person whose interest was limited to a commission from an
     underwriter or dealer not in excess of the usual and customary
     distributors' or sellers' commission;

          (ii) the term "director" shall mean any director of a corporation or
     any individual performing similar functions with respect to any
     organization whether incorporated or unincorporated;

          (iii) the term "person" shall mean an individual, a corporation, a
     partnership, an association, a joint-stock company, a trust, an
     unincorporated organization, or a

                                     -63-
<PAGE>

     government or political subdivision thereof; as used in this paragraph, the
     term "trust" shall include only a trust where the interest or interests of
     the beneficiary or beneficiaries are evidenced by a security;

          (iv) the term "voting security" shall mean any security presently
     entitling the owner or holder thereof to vote on the direction or
     management of the affairs of a person, or any security issued under or
     pursuant to any trust, agreement or arrangement whereby a trustee or
     trustees or agent or agents for the owner or holder of such security are
     presently entitled to vote on the direction or management of the affairs of
     a person;

          (v) the term "Company" shall mean any obligor upon the Securities; and

          (vi) the term "executive officer" shall mean the president, every vice
     president, every trust officer, the cashier, the secretary, and the
     treasurer of a corporation, and any individual customarily performing
     similar functions with respect to any organization whether incorporated or
     unincorporated, but shall not include the chairman of the board of
     directors.

          (vii) Except as provided above, the word "security" or "securities"
     as used in this Section shall mean any note, stock, treasury stock, bond,
     debenture, evidence of indebtedness, certificate of interest or
     participation in any profit-sharing agreement, collateral trust
     certificate, preorganization certificate or subscription, transferable
     share, investment contract, voting trust certificate, certificate of
     deposit for a security, fractional undivided interest in oil, gas or other
     mineral rights, or, in general, any interest or instrument commonly known
     as a "security", or any certificate of interest or participation in,
     temporary or interim certificate for, receipt for, guarantee of, or warrant
     or right to subscribe to or purchase, any of the foregoing.

     (e) The percentages of voting securities and other securities specified in
this Section shall be calculated in accordance with the following provisions:

          (i) a specified percentage of the voting securities of the Trustee,
     the Company or any other person referred to in this Section (each of whom
     is referred to as "person" in this paragraph) means such amount of the
     outstanding voting securities of such person as entitles the holder or
     holders thereof to cast such specified percentage of the aggregate

                                     -64-
<PAGE>

     votes which the holders of all the outstanding voting securities of such
     person are entitled to cast in the direction or management of the affairs
     of such person;

          (ii) a specified percentage of a class of securities of a person means
     such percentage of the aggregate amount of securities of the class
     outstanding;

          (iii) the term "amount", when used in regard to securities, means the
     principal amount if relating to evidences of indebtedness, the number of
     shares if relating to capital shares, and the number of units if relating
     to any other kind of security;

          (iv) the term "outstanding" means issued and not held by or for the
     account of the issuer; the following securities shall not be deemed
     outstanding within the meaning of this definition:

               (A) securities of an issuer held in a sinking fund relating to
          securities of the issuer of the same class;

               (B) securities of an issuer held in a sinking fund relating to
          another class of securities of the issuer, if the obligation evidenced
          by such other class of securities is not in default as to principal or
          interest or otherwise;

               (C) securities pledged by the issuer thereof as security for an
          obligation of the issuer not in default as to principal or interest or
          otherwise; and

               (D) securities held in escrow if placed in escrow by the issuer
          thereof;

     provided, however, that any voting securities of an issuer shall be deemed
     outstanding if any person other than the issuer is entitled to exercise the
     voting rights thereof; and

          (v) a security shall be deemed to be of the same class as another
     security if both securities confer upon the holder or holders thereof
     substantially the same rights and privileges; provided, however, that in
     the case of secured evidences of indebtedness, all of which are issued
     under a single indenture, differences in the interest rates or maturity
     dates of various Series thereof shall not be deemed sufficient to
     constitute such Series different classes, and provided, further, that, in
     the case of unsecured evidences

                                     -65-
<PAGE>

     of indebtedness, differences in the interest rates or maturity dates
     thereof shall not be deemed sufficient to constitute them securities of
     different classes, whether or not they are issued under a single indenture.

     SECTION 6.9  Persons Eligible for Appointment as Trustee. The Trustee for
each Series of Securities hereunder shall at all times be a corporation
organized and doing business under the laws of the United States of America or
of any State or the District of Columbia having a combined capital and surplus
of at least $100,000,000, and which is authorized under such laws to exercise
corporate trust powers and is subject to supervision or examination by Federal,
State or District of Columbia authority. Such corporation shall have its
principal place of business in the State of New York, The City of New York, or
in the State of Illinois, City of Chicago, if there be such a corporation in
either such location willing to act upon reasonable and customary terms and
conditions. 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. In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect specified in Section 6.10.

     SECTION 6.10  Resignation and Removal; Appointment of Successor Trustee.
(a) The Trustee, or any trustee or trustees hereafter appointed, may at any time
resign with respect to one or more or all Series of Securities by giving written
notice of resignation to the Company and by mailing notice thereof to the
Holders in the manner and to the extent provided in Section 11.4. Upon receiving
such notice of resignation, the Company shall promptly appoint a successor
trustee or trustees with respect to the applicable Series by written instrument
in duplicate, executed by authority of the Board of Directors, one copy of which
instrument shall be delivered to the resigning Trustee and one copy to the
successor trustee or trustees. If no successor trustee shall have been so
appointed with respect to any Series and have accepted appointment within 30
days after the mailing of such notice of resignation, the resigning trustee may
petition any court of competent jurisdiction for the appointment of a successor
trustee, or any Securityholder who has been a bona fide Holder of a Security or
Securities of the applicable Series for at least six months may, subject to the
provisions of Section 5.12, on behalf of himself and all others similarly
situated, petition any such court for the appointment of a successor

                                     -66-
<PAGE>

trustee. Such court may thereupon, after such notice, if any, as it may deem
proper and prescribe, appoint a successor trustee.

     (b) In case at any time any of the following shall occur:

          (i) the Trustee shall fail to comply with the provisions of Section
     6.8 with respect to any Series of Securities after written request therefor
     by the Company or by any Securityholder who has been a bona fide Holder of
     a Security or Securities of such Series for at least six months; or

          (ii) the Trustee shall cease to be eligible in accordance with the
     provisions of Section 6.9 and shall fail to resign after written request
     therefor by the Company or by any Securityholder; or

          (iii) the Trustee shall become incapable of acting with respect to any
     Series of the Securities, or shall be adjudged a bankrupt or insolvent, or
     a receiver or liquidator of the Trustee or of its property shall be
     appointed, or any public officer shall take charge or control of the
     Trustee or of its property or affairs for the purpose of rehabilitation,
     conservation or liquidation;

then, in any such case, the Company may remove the Trustee with respect to the
applicable Series of Securities and appoint a successor trustee for such Series
by written instrument, in duplicate, executed by order of the Board of Directors
of the Company, one copy of which instrument shall be delivered to the Trustee
so removed and one copy to the successor trustee, or, subject to the provisions
of Section 5.12, any Securityholder who has been a bona fide Holder of a
Security or Securities of such Series for at least six months may on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
trustee with respect to such Series. Such court may thereupon, after such
notice, if any, as it may deem proper and prescribe, remove the Trustee and
appoint a successor trustee.

     (c) The Holders of a majority in aggregate principal amount of the
Securities of each Series at the time outstanding may at any time remove the
Trustee with respect to Securities of such Series and appoint a successor
trustee with respect to the Securities of such Series by delivering to the
Trustee so removed, to the successor trustee so appointed and to the Company the
evidence provided for in Section 7.1 of the action in that regard taken by the
Securityholders.

                                     -67-
<PAGE>

     (d) Any resignation or removal of the Trustee with respect to any Series
and any appointment of a successor trustee with respect to such Series pursuant
to any of the provisions of this Section 6.10 shall become effective upon
acceptance of appointment by the successor trustee as provided in Section 6.11.

     SECTION 6.11  Acceptance of Appointment by Successor Trustee. Any successor
trustee appointed as provided in Section 6.10 shall execute and deliver to the
Company and to its predecessor Trustee an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the predecessor Trustee
with respect to all or any applicable Series shall become effective and such
successor trustee, without any further act, deed or conveyance, shall become
vested with all rights, powers, duties and obligations with respect to such
Series of its predecessor hereunder, with like effect as if originally named as
trustee for such Series hereunder; but, nevertheless, on the written request of
the Company or of the successor trustee, upon payment of its charges then
unpaid, the trustee ceasing to act shall, subject to Section 10.4, pay over to
the successor trustee all moneys at the time held by it hereunder and shall
execute and deliver an instrument transferring to such successor trustee all
such rights, powers, duties and obligations. Upon request of any such successor
trustee, the Company shall execute any and all instruments in writing for more
fully and certainly vesting in and confirming to such successor trustee all such
rights and powers. Any trustee ceasing to act shall, nevertheless, retain a
prior claim upon all property or funds held or collected by such trustee to
secure any amounts then due it pursuant to the provisions of Section 6.6.

     If a successor trustee is appointed with respect to the Securities of one
or more (but not all) Series, the Company, the predecessor Trustee and each
successor trustee with respect to the Securities of any applicable Series shall
execute and deliver an indenture supplemental hereto which shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the predecessor Trustee with respect to the
Securities of any Series as to which the predecessor Trustee is not retiring
shall continue to be vested in the predecessor Trustee, and 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 under separate
indentures.

                                     -68-
<PAGE>

     No successor trustee with respect to any Series of Securities shall accept
appointment as provided in this Section 6.11 unless at the time of such
acceptance such successor trustee shall be qualified under the provisions of
Section 6.8 and eligible under the provisions of Section 6.9.

     Upon acceptance of appointment by any successor trustee as provided in this
Section 6.11, the Company shall give notice in the manner and to the extent
provided in Section 11.4 to the Holders of Securities of any Series for which
such successor trustee is acting as trustee at their last addresses as they
shall appear in the Security register. If the acceptance of appointment is
substantially contemporaneous with the resignation, then the notice called for
by the preceding sentence may be combined with the notice called for by Section
6.10. If the Company fails to mail such notice within ten days after acceptance
of appointment by the successor trustee, the successor trustee shall cause such
notice to be mailed at the expense of the Company.

     SECTION 6.12  Merger. Conversion. Consolidation or Succession to Business
of Trustee. 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 the corporate trust business of the Trustee, shall be
the successor of the Trustee hereunder, provided that such corporation shall be
qualified under the provisions of Section 6.8 and eligible under the provisions
of Section 6.9, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding.

     In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture any of the Securities of any Series shall have
been authenticated but not delivered, any such successor to the Trustee may
adopt the certificate of authentication of any predecessor Trustee and deliver
such Securities so authenticated; and, in case at that time any of the
Securities of any Series shall not have been authenticated, any successor to the
Trustee may authenticate such Securities either in the name of any predecessor
Trustee hereunder or in the name of the successor Trustee; and in all such cases
such certificates shall have the full force which it is anywhere in the
Securities of such Series or in this Indenture provided that the certificate of
the Trustee shall have; provided, that the right to adopt the certificate of
authentication of any predecessor Trustee or to authenticate Securities of any
Series in the name of any predecessor Trustee

                                     -69-
<PAGE>

shall apply only to its successor or successors by merger, conversion or
consolidation.

     SECTION 6.13  Preferential Collection of Claims Against the Company. (a)
Subject to the provisions of this Section, if the Trustee shall be or shall
become a creditor, directly or indirectly, secured or unsecured, of the Company
within four months prior to a default, as defined in subsection (c) of this
Section, or subsequent to such a default, then, unless and until such default
shall be cured, the Trustee shall set apart and hold in a special account for
the benefit of the Trustee individually, the Holders of the Securities of such
Series, the Holders of Coupons, if any appertaining thereto, and the holders of
other indenture securities (as defined in this section):

          (1) an amount equal to any and all reductions in the amount due and
     owing upon any claim as such creditor in respect of principal or interest,
     effected after the beginning of such four months' period and valid as
     against the Company and its other creditors, except any such reduction
     resulting from the receipt or disposition of any property described in
     subsection (a)(2) of this Section, or from the exercise of any right of
     set-off which the Trustee could have exercised if a petition in bankruptcy
     had been filed by or against the Company upon the date of such default; and

          (2) all property received by the Trustee in respect of any claim as
     such creditor, either as security therefor, or in satisfaction or
     composition thereof, or otherwise, after the beginning of such four months'
     period, or an amount equal to the proceeds of any such property, if
     disposed of, subject, however, to the rights, if any, of the Company and
     its other creditors in such property or such proceeds.

     Nothing herein contained, however, shall affect the right of the Trustee:

               (A) to retain for its own account (i) payments made on account of
          any such claim by any person (other than the Company) who is liable
          thereon, and (ii) the proceeds of the bona fide sale of any such claim
          by the Trustee to a third person, and (iii) distributions made in
          cash, securities or other property in respect of claims filed against
          the Company in bankruptcy or receivership or in proceedings for
          reorganization pursuant to Title 11 of the United States Code or
          applicable state law;

                                     -70-
<PAGE>

                (B) to realize, for its own account, upon any property held by
          it as security for any such claim, if such property was so held prior
          to the beginning of such four months' period;

                (C) to realize, for its own account, but only to the extent of
          the claim hereinafter mentioned, upon any property held by it as
          security for any such claim, if such claim was created after the
          beginning of such four months' period and such property was received
          as security therefor simultaneously with the creation thereof, and if
          the Trustee shall sustain the burden of proving that at the time such
          property was so received the Trustee had no reasonable cause to
          believe that a default as defined in subsection (c) of this Section
          would occur within four months; or

                (D) to receive payment on any claim referred to in paragraph (B)
          or (C), against the release of any property held as security for such
          claim as provided in such paragraph (B) or (C), as the case may be, to
          the extent of the fair value of such property.

     For the purposes of paragraphs (B), (C) and (D) above, property substituted
after the beginning of such four months' period for property held as security at
the time of such substitution shall, to the extent of the fair value of the
property released, have the same status as the property released, and, to the
extent that any claim referred to in any of such paragraphs is created in
renewal of or in substitution for or for the purpose of repaying or refunding
any preexisting claim of the Trustee as such creditor, such claim shall have the
same status as such preexisting claim.

     If the Trustee shall be required to account, the funds and property held in
such special account and the proceeds thereof shall be apportioned between the
Trustee, the Securityholders, the Holders of Coupons, if any, appertaining
thereto and the holders of other indenture securities in such manner that the
Trustee, such Securityholders and the holders of other indenture securities
realize, as a result of payments from such special account and payments of
dividends on claims filed against the Company in bankruptcy or receivership or
in proceedings for reorganization pursuant to Title 11 of the United States Code
or applicable State law, the same percentage of their respective claims, figured
before crediting to the claim of the Trustee anything on account of the receipt
by it from the Company of the funds and property in such special account and
before crediting to the respective claims of the Trustee, such Securityholders
and the holders of other indenture securities, dividends on claims

                                     -71-
<PAGE>

filed against the Company in bankruptcy or receivership or in proceedings for
reorganization pursuant to Title 11 of the United States Code or applicable
State law, but after crediting thereon receipts on account of the indebtedness
represented by their respective claims from all sources other than from such
dividends and from the funds and property so held in such special account. As
used in this paragraph, with respect to any claim, the term "dividends" shall
include any distribution with respect to such claim, in bankruptcy or
receivership or in proceedings for reorganization pursuant to Title 11 of the
United States Code or applicable State law, whether such distribution is made in
cash, securities or other property, but shall not include any such distribution
with respect to the secured portion, if any, of such claim. The court in which
such bankruptcy, receivership or proceeding for reorganization is pending shall
have jurisdiction (i) to apportion between the Trustee, such Securityholders and
the holders of other indenture securities, in accordance with the provisions of
this paragraph, the funds and the property held in such special account and the
proceeds thereof, or (ii) in lieu of such apportionment, in whole or in part,
to give to the provisions of this paragraph due consideration in determining the
fairness of the distributions to be made to the Trustee, such Securityholders
and the holders of other indenture securities with respect to their respective
claims, in which event it shall not be necessary to liquidate or to appraise the
value of any securities or other property held in such special account or as
security for any such claim, or to make a specific allocation of such
distributions as between the secured and unsecured portions of such claims, or
otherwise to apply the provisions of this paragraph as a mathematical formula.

     Any Trustee who has resigned or been removed after the beginning of such
four months' period shall be subject to the provisions of this subsection (a) as
though such resignation or removal had not occurred. If any Trustee has resigned
or been removed prior to the beginning of such four months' period, it shall be
subject to the provisions of this subsection (a) if and only if the following
conditions exist:

          (i) the receipt of property or reduction of claim which would have
     given rise to the obligation to account, if such Trustee had continued as
     trustee, occurred after the beginning of such four months' period; and

          (ii) such receipt of property or reduction of claim occurred within
     four months after such resignation or removal.

     (b) There shall be excluded from the operation of this Section a creditor
relationship arising from:

                                     -72-
<PAGE>

          (1) the ownership or acquisition of securities issued under any
     indenture, or any security or securities having a maturity of one year or
     more at the time of acquisition by the Trustee;

          (2) advances authorized by a receivership or bankruptcy court of
     competent jurisdiction or by this Indenture for the purpose of preserving
     any property which shall at any time be subject to the lien of this
     Indenture or of discharging tax liens or other prior liens or encumbrances
     thereon, if notice of such advance and of the circumstances surrounding the
     making thereof is given to the Securityholders of the applicable Series of
     Securities and the Holders of the Coupons, if any, appertaining thereto, at
     the time and in the manner provided in this Indenture;

          (3) disbursements made in the ordinary course of business in the
     capacity of trustee under an indenture, transfer agent, registrar,
     custodian, Paying Agent, fiscal agent or depositary, or other similar
     capacity;

          (4) an indebtedness created as a result of services rendered or
     premises rented or an indebtedness created as a result of goods or
     securities sold in a cash transaction as defined in subsection (c)(3)
     below;

          (5) the ownership of stock or of other securities of a corporation
     organized under the provisions of Section 25(a) of the Federal Reserve Act,
     as amended, which is directly or indirectly a creditor of the Company; or

          (6) the acquisition, ownership, acceptance or negotiation of any
     drafts, bills of exchange, acceptances or obligations which fall within the
     classification of self-liquidating paper as defined in subsection (c)(4) of
     this Section.

     (c) As used in this Section:

          (1) the term "default" shall mean any failure to make payment in full
     of the principal of or interest upon any of the Securities or upon the
     other indenture securities when and as such principal or interest becomes
     due and payable;

          (2) the term "other indenture securities" shall mean securities upon
     which the Company is an obligor (as defined in the Trust Indenture Act of
     1939) outstanding under any other indenture (i) under which the Trustee is
     also trustee, (ii) which contains provisions substantially similar to the
     provisions of subsection (a) of this Section, and (iii)

                                     -73-
<PAGE>

     under which a default exists at the time of the apportionment of the funds
     and property held in said special account;

          (3) the term "cash transaction" shall mean any transaction in which
     full payment for goods or securities sold is made within seven days after
     delivery of the goods or securities in currency or in checks or other
     orders drawn upon banks or bankers and payable upon demand;

          (4) the term "self-liquidating paper" shall mean any draft, bill of
     exchange, acceptance or obligation which is made, drawn, negotiated or
     incurred by the Company for the purpose of financing the purchase,
     processing, manufacture, shipment, storage or sale of goods, wares or
     merchandise and which is secured by documents evidencing title to,
     possession of, or a lien upon the goods, wares or merchandise or the
     receivables or proceeds arising from the sale of the goods, wares or
     merchandise previously constituting the security, provided the security is
     received by the Trustee simultaneously with the creation of the creditor
     relationship with the Company arising from the making, drawing, negotiating
     or incurring of the draft, bill of exchange, acceptance or obligation; and

          (5) the term "Company" shall mean any obligor upon the Securities.

                                 ARTICLE SEVEN

                        CONCERNING THE SECURITYHOLDERS

     SECTION 7.1  Evidence of Action Taken by Securityholders. (a) Any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by a specified percentage in
principal amount of the Securityholders of any or all Series may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed
by such specified percentage of Securityholders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee. Proof of execution of any instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Indenture and
(subject to Sections 6.1 and 6.2) conclusive in favor of the Trustee and the
Company, if made in the manner provided in this Article.

     (b) The ownership of Registered Securities shall be proved by the Security
register.

                                     -74-
<PAGE>

     (c) The amount of Unregistered Securities held by any person executing any
instrument or writing as a Securityholder, the numbers of such Unregistered
Securities, and the date of his holding the same may be proved by the production
of such Securities or by a certificate executed by any trust company, bank,
broker or member of a national securities exchange (wherever situated), as
depositary, if such certificate is in form satisfactory to the Trustee, showing
that at the date therein mentioned such Person had on deposit with such
depositary, or exhibited to it, the Unregistered Securities therein described;
or such facts may be proved by the certificate or affidavit of the Person
executing such instrument or writing as a Securityholder, if such certificate or
affidavit is in form satisfactory to the Trustee. The Trustee and the Company
may assume that such ownership of any Unregistered Security continues until (i)
another certificate or affidavit bearing a later date issued in respect of the
same Unregistered Security is produced, or (ii) such Unregistered Security is
produced by some other person, or (iii) such Unregistered Security is
surrendered in exchange for a Registered Security, or (iv) such Unregistered
Security has been cancelled in accordance with Section 2.10.

     SECTION 7.2  Proof of Execution of Instruments. Subject to Sections 6.1 and
6.2, the execution of any instrument by a Securityholder or his agent or proxy
may be proved in accordance with such reasonable rules and regulations as may be
prescribed by the Trustee or in such manner as shall be satisfactory to the
Trustee.

     SECTION 7.3  Holders to Be Treated as Owners. The Company, the Trustee and
any agent of the Company or the Trustee may deem and treat the person in whose
name any Security shall be registered upon the Security register for such Series
as the absolute owner of such Security (whether or not such Security shall be
overdue and notwithstanding any notation of ownership or other writing thereon)
for the purpose of receiving payment of or on account of the principal of and
interest on such Security and for all other purposes; and neither the Company
nor the Trustee nor any agent of the Company or the Trustee shall be affected by
any notice to the contrary. All such payments so made to any such person, or
upon his order, shall be valid, and, to the extent of the sum or sums so paid,
effectual to satisfy and discharge the liability for moneys payable upon any
such Security.

     SECTION 7.4  Securities Owned by Company Deemed Not Outstanding. In
determining whether the Holders of the requisite aggregate principal amount of
Outstanding Securities of any or all Series have concurred in any direction,
consent or waiver under this Indenture, Securities which are owned by the
Company

                                     -75-
<PAGE>

or any other obligor on the Securities with respect to which such determination
is being made or by any person directly or indirectly controlling or controlled
by or under direct or indirect common control with the Company or any other
obligor on the Securities with respect to which such determination is being made
shall be disregarded and deemed not to be Outstanding for the purpose of any
such determination, except that for the purpose of determining whether the
Trustee shall be protected in relying on any such direction, consent or waiver
only Securities which the Trustee knows are so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Securities and that the pledgee
is not the Company or any other obligor upon the Securities or any person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company or any other obligor on the Securities. In case
of a dispute as to such right, the advice of counsel shall be full protection in
respect of any decision made by the Trustee in accordance with such advice. Upon
request of the Trustee, the Company shall furnish to the Trustee promptly an
Officers' Certificate listing and identifying all Securities, if any, known by
the Company to be owned or held by or for the account of any of the above-
described persons; and, subject to Sections 6.1 and 6.2, the Trustee shall be
entitled to accept such Officers' Certificate as conclusive evidence of the
facts therein set forth and of the fact that all Securities not listed therein
are Outstanding for the purpose of any such determination.

     SECTION 7.5  Right of Revocation of Action Taken. At any time prior to (but
not after) the evidencing to the Trustee, as provided in Section 7.1, of the
taking of any action by the Holders of the percentage in aggregate principal
amount of the Securities of any or all Series, as the case may be, specified in
this Indenture in connection with such action, any Holder of a Security the
serial number of which is shown by the evidence to be included among the serial
numbers of the Securities the Holders of which have consented to such action
may, by filing written notice at the corporate trust office and upon proof of
holding as provided in this Article, revoke such action so far as concerns such
Security. Except as aforesaid any such action taken by the Holder of any
Security shall be conclusive and binding upon such Holder and upon all future
Holders and owners of such Security and of any Securities issued in exchange or
substitution therefor, irrespective of whether or not any notation in regard
thereto is made upon any such Security. Any action taken by the Holders of the
percentage in aggregate principal amount of the Securities of any or all Series,
as the case may be, specified in this Indenture in connection with such

                                     -76-
<PAGE>

action shall be conclusively binding upon the Company, the Trustee and the
Holders of all the Securities affected by such action.

                                 ARTICLE EIGHT

                            SUPPLEMENTAL INDENTURES

     SECTION 8.1  Supplemental Indentures Without Consent of Securityholders.
The Company, when authorized by a resolution of its Board of Directors, and the
Trustee for the Securities of any and all Series may from time to time and at
any time enter into an indenture or indentures supplemental hereto (which shall
conform to the provisions of the Trust Indenture Act of 1939 as in force at the
date of the execution thereof), in form satisfactory to such Trustee, for one or
more of the following purposes:

          (a) to convey, transfer, assign, mortgage or pledge to the Trustee as
     security for the Securities of one or more Series any property or assets;

          (b) to evidence the succession of another corporation to the Company,
     or successive successions, and the assumption by the successor corporation
     of the covenants, agreements and obligations of the Company pursuant to
     Article Nine;

          (c) to add to the covenants of the Company such further covenants,
     restrictions, conditions or provisions as its Board of Directors and the
     Trustee shall consider to be for the protection of the Holders of
     Securities of any or all Series and, if such additional covenants are to be
     for the benefit of less than all the Series of Securities stating that such
     covenants are being added solely for the benefit of such Series, and to
     make the occurrence, or the occurrence and continuance, of a default in any
     such additional covenants, restrictions, conditions or provisions an Event
     of Default permitting the enforcement of all or any of the several remedies
     provided in this Indenture as herein set forth (and if such additional
     Events of Default are to be for the benefit of less than all Series of the
     Securities stating that such Events of Default are being added solely for
     the benefit of such Series); provided, that in respect of any such
     additional covenant, restriction, condition or provision such supplemental
     indenture may provide for a particular period of grace after default (which
     period may be shorter or longer than that allowed in the case of other
     defaults) or may provide for an immediate enforcement upon such an Event of
     Default or may limit the remedies available

                                     -77-
<PAGE>

     to the Trustee upon such an Event of Default or may limit the right of the
     Holders of a majority in aggregate principal amount of the Securities of
     such Series to waive such an Event of Default;

          (d) to cure any ambiguity or to correct or supplement any provision
     contained herein or in any supplemental indenture which way be defective or
     inconsistent with any other provision contained herein or in any
     supplemental indenture; or to make such other provisions in regard to
     matters or questions arising under this Indenture or under any supplemental
     indenture as the Board of Directors may deem necessary or desirable and
     which shall not materially and adversely affect the interests of the
     Holders of the Securities or the Holders of any Coupons;

          (e) to establish the form or terms of Securities of any Series as
     permitted by Sections 2.1 and 2.3; or

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

     The Trustee is hereby authorized to join with the Company in the execution
of any such supplemental indenture, to make any further appropriate agreements
and stipulations which may be therein contained and to accept the conveyance,
transfer, assignment, mortgage or pledge of any property thereunder, but the
Trustee 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.

     Any supplemental indenture authorized by the provisions of this Section may
be executed without the consent of the Holders of any of the Securities at the
time Outstanding, notwithstanding any of the provisions of Section 8.2.

     SECTION 8.2  Supplemental Indentures With Consent of Securityholders. With
the consent (evidenced as provided in Article Seven) of the Holders of not less
than a majority in aggregate principal amount of the Securities at the time
Outstanding of each Series affected by such supplemental indenture (voting as
one class), the Company, when authorized by a resolution of its Board of
Directors, and the Trustee for such Series of Securities may, from time to time
and at any time, enter into an indenture or indentures supplemental hereto
(which

                                     -78-
<PAGE>

shall conform to the provisions of the Trust Indenture Act of 1939 as in force
at the date of execution thereof) for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
of any supplemental indenture or of modifying in any manner the rights of the
Holders of the Securities of each such Series; provided, however, that no such
supplemental indenture shall (a) extend the final maturity of any Security, or
reduce the principal amount thereof or any premium thereon, or reduce the rate
or extend the time of payment of interest thereon, or reduce any amount payable
on redemption thereof, or impair or affect the right of any Securityholder to
institute suit for payment thereof or, if the Securities provide therefor, any
right of repayment at the option of the Securityholder without the consent of
the Holder of each Security so affected, or (b) reduce the aforesaid percentage
of Securities of any Series, the consent of the Holders of which is required for
any such supplemental indenture, without the consent of the Holders of each
Security so affected.

     Upon the request of the Company, accompanied by a copy of a resolution of
the Board of Directors certified by the secretary or an assistant secretary of
the Company authorizing the execution of any such supplemental indenture, and
upon the filing with the Trustee for such Series of Securities of evidence of
the consent of Securityholders as aforesaid and other documents, if any,
required by Section 7.1, the Trustee for such Series of Securities shall join
with the Company in the execution of such supplemental indenture unless such
supplemental indenture affects such Trustee's own rights, duties or immunities
under this Indenture or otherwise, in which case such Trustee may in its
discretion, but shall not be obligated to, enter into such supplemental
indenture.

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

     Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the Company
shall give notice in the manner and to the extent provided in Section 11.4 to
the Holders of Securities of each Series affected thereby at their addresses as
they shall appear on the Securities register of the Company, setting forth in
general terms the substance of such supplemental indenture. Any failure of the
Company to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such supplemental indenture.

                                     -79-
<PAGE>

     For the purposes of this Section 8.2 only, if the Securities of any Series
are issuable upon the exercise of warrants, each holder of an unexercised and
unexpired warrant with respect to such series shall be deemed to be a Holder of
Outstanding Securities of such Series in the amount issuable upon the exercise
of such warrant. For such purposes, the ownership of any such warrant shall be
determined by the Company in a manner consistent with customary commercial
practices. The Trustee for such Series shall be entitled to rely on an Officers'
Certificate as to the principal amount of Securities of such Series in respect
of which consents shall have been executed by holders of such warrants.

     SECTION 8.3  Effect of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions hereof, this Indenture shall
be and be deemed to be modified and amended in accordance therewith and the
respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Company and the Holders of Securities
of each Series and Holders of Coupons affected thereby shall thereafter be
determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such
supplemental indenture shall be and be deemed to be part of the terms and
conditions of this Indenture for any and all purposes.

     SECTION 8.4  Documents to Be Given to Trustee. The Trustee, subject to the
provisions of Sections 6.1 and 6.2, shall receive an Officers' Certificate and
an Opinion of Counsel as conclusive evidence that any supplemental indenture
executed pursuant to this Article Eight complies with the applicable provisions
of this Indenture.

     SECTION 8.5  Notation on Securities in Respect of Supplemental Indentures.
Securities of any Series (including any Coupons appertaining thereto)
authenticated and delivered after the execution of any supplemental indenture
pursuant to the provisions of this Article may bear, upon the direction of the
Company, a notation in form satisfactory to the Trustee for the Securities of
such Series as to any matter provided for by such supplemental indenture. If the
Company or the Trustee shall so determine, new Securities of any Series and any
Coupons appertaining thereto so modified as to conform, in the opinion of the
Trustee and the Board of Directors, to any modification of this Indenture
contained in any such supplemental indenture may be prepared by the Company,
authenticated by the Trustee and delivered in exchange for the Securities of
such Series then Outstanding and any Coupons appertaining thereto then
Outstanding.

                                     -80-
<PAGE>

                                 ARTICLE NINE

                   CONSOLIDATION, MERGER, SALE OR CONVEYANCE

     SECTION 9.1  Company May Consolidate, etc., on Certain Terms. The Company
may consolidate with, or sell, convey or lease all or substantially all of its
assets to, or merge with or into, any other corporation, provided that in any
such case, (i) either the Company shall be the continuing corporation, or the
successor corporation shall be a corporation organized and existing under the
laws of the United States of America or a State thereof or the District of
Columbia and such successor corporation shall expressly assume the due and
punctual payment of the principal of and interest on all the Securities,
according to their tenor, and the due and punctual performance and observance of
all of the covenants and conditions of this Indenture to be performed or
observed by the Company by supplemental indenture satisfactory to the Trustee,
executed and delivered to the Trustee by such corporation, and (ii) the Company
or such successor corporation, as the case may be, shall not, immediately after
such merger or consolidation, or such sale, conveyance or lease, be in default
in the performance or observance of any such covenant or condition.

     SECTION 9.2  Successor Corporation Substituted. In case of any such
consolidation, merger, sale, lease or conveyance, and following such an
assumption by the successor corporation, such successor corporation shall
succeed to and be substituted for the Company, with the same effect as if it had
been named herein. Such successor corporation may cause to be signed, and may
issue either in its own name or in the name of the Company prior to such
succession any or all of the Securities issuable hereunder which theretofore
shall not have been signed by the Company and delivered to the Trustee; and,
upon the order of such successor corporation instead of the Company and subject
to all the terms, conditions and limitations in this Indenture prescribed, the
Trustee shall authenticate and shall deliver any Securities and Coupons, if any,
appertaining thereto, which previously shall have been signed and delivered by
the officers of the Company to the Trustee for authentication, and any
Securities which such successor corporation thereafter shall cause to be signed
and delivered to the Trustee for that purpose. All of the Securities and
Coupons, if any, appertaining thereto, so issued shall in all respects have the
same legal rank and benefit under this Indenture as the Securities and Coupons,
if any, appertaining thereto, theretofore or thereafter issued in accordance
with the terms of this Indenture as though all of such Securities and Coupons,
if any, appertaining thereto, had been issued at the date of the execution
hereof.

                                     -81-
<PAGE>

     In case of any such consolidation, merger, sale, lease or conveyance such
changes in phraseology and form (but not in substance) may be made in the
Securities and Coupons, if any, appertaining thereto, thereafter to be issued as
may be appropriate.

     In the event of any such sale or conveyance (other than a conveyance by way
of lease) the Company (or any successor corporation which shall theretofore have
become such in the manner described in this Article) shall be discharged from
all obligations and covenants under this Indenture and the Securities and may be
liquidated and dissolved.

     SECTION 9.3  Opinion of Counsel to Trustee. The Trustee, subject to the
provisions of Sections 6.1 and 6.2, shall receive an Opinion of Counsel,
prepared in accordance with Section 11.5, as conclusive evidence that any such
consolidation, merger, sale, lease or conveyance, and any such assumption, and
any such liquidation or dissolution, complies with the applicable provisions of
this Indenture.

                                  ARTICLE TEN

           SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

     SECTION 10.1  Satisfaction and Discharge of Indenture. (A) If at any time
(a) the Company shall have paid or caused to be paid the principal of and
interest on all the Securities of any Series and Coupons, if any, appertaining
thereto Outstanding hereunder (other than Securities and Coupons which have been
destroyed, lost or stolen and which have been replaced or paid as provided in
Section 2.9) as and when the same shall have become due and payable, or (b) the
Company shall have delivered to the Trustee for cancellation all Securities of
any Series and Coupons theretofore authenticated (other than any Securities of
such Series and Coupons which have been destroyed, lost or stolen and which
shall have been replaced or paid as provided in Section 2.9) or (c)(i) all the
Securities of such Series and Coupons not theretofore delivered to the Trustee
for cancellation shall have become due and payable, or are by their terms to
become due and payable within one year or are to be called for redemption within
one year under arrangements satisfactory to the Trustee for the giving of notice
of redemption, and (ii) the Company shall have irrevocably deposited or caused
to be deposited with the Trustee as trust funds the entire amount in the
currency or currency unit required (other than moneys repaid by the Trustee or
any Paying Agent to the Company in accordance with Section 10.4) or Government
Obligations maturing as to principal and interest in such amounts and at such
times as will ensure the availability of cash sufficient to pay at maturity or

                                     -82-
<PAGE>

upon redemption all Securities of such Series and Coupons (other than any
Securities of such Series and Coupons which shall have been destroyed, lost or
stolen and which shall have been replaced or paid as provided in Section 2.9)
not theretofore delivered to the Trustee for cancellation, including principal
and interest due or to become due to such date of maturity as the case may be,
and if, in any such case, the Company shall also pay or cause to be paid all
other sums payable hereunder by the Company with respect to Securities of such
Series and Coupons, then this Indenture shall cease to be of further effect with
respect to Securities of such Series and Coupons (except as to (i) rights of
registration of transfer and exchange, and the Company's right of optional
redemption (provided the Company provides sufficient funds to effect such
optional redemption), (ii) substitution of mutilated, defaced, destroyed, lost
or stolen Securities and Coupons, (iii) rights of Holders to receive payments of
principal thereof and interest thereon upon the original stated due dates
therefor (but not upon acceleration) and remaining rights of the Holders to
receive mandatory sinking fund payments, if any, (iv) the rights, obligations
and immunities of the Trustee hereunder and (v) the rights of the
Securityholders of such Series as beneficiaries hereof with respect to the
property so deposited with the Trustee payable to all or any of them), and,
subject to Section 10.5, the Trustee, on demand of the Company accompanied by an
Officers' Certificate and an Opinion of Counsel and at the cost and expense of
the Company, shall execute proper instruments acknowledging such satisfaction of
and discharging this Indenture with respect to such Series; provided, that the
rights of Holders of the Securities and Holders of Coupons to receive amounts in
respect of principal of and interest on the Securities and Coupons held by them
shall not be delayed longer than required by then-applicable mandatory rules or
policies of any securities exchange upon which the Securities are listed. The
Company agrees to reimburse the Trustee for any costs or expenses thereafter
reasonably and properly incurred and to compensate the Trustee for any services
thereafter reasonably and properly rendered by the Trustee in connection with
this Indenture, the Securities of such Series and Coupons.

     (B)(i) In addition to the provisions of Section 10.1(A), the Company may,
at its option by or pursuant to, or otherwise in a manner or by such Persons as
may be authorized pursuant to, one or more Officer Actions or resolutions duly
adopted by the Board of Directors, at any time with respect to the Securities of
any Series, elect to have either defeasance under subsection (ii) or covenant
defeasance under subsection (iii) of this Section 10.1(B) be applied to the
Outstanding Securities of such Series provided that provision therefor is made
for such application pursuant to Section 2.3 and the applicable conditions
thereto as set forth in this Section 10.1(B) have been satisfied.

                                     -83-
<PAGE>

     (ii) Upon the Company's exercise of the option referenced in Section
10.1(B)(i) applicable to this subsection, the Company may terminate its
obligations under the Outstanding Securities of any Series and this Indenture
with respect to such Series on the date the conditions set forth below are
satisfied (hereinafter, "defeasance"). For this purpose, such defeasance means
that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by the Outstanding Securities of such Series and to
have satisfied all its other obligations under such Securities and this
Indenture insofar as such Securities are concerned (and the Trustee, at the
expense and request of the Company, shall execute proper instruments
acknowledging the same), except for the following: (1) the rights of Holders of
Outstanding Securities of such Series to receive payments in respect of the
principal of and interest on such Securities when such payments are due, (2) the
Company's obligations with respect to such Securities under Sections 2.6, 2.9,
2.11, 3.2, 6.6, 10.4 and 10.5, (3) the rights, powers, trusts, duties and
immunities of the Trustee hereunder and (4) this Section 10.1(B). Subject to
compliance with this Section 10.1(B), the Company may exercise its option under
this subsection (ii) notwithstanding the prior exercise of its option under
subsection (iii) with respect to Securities of such Series.

     (iii) Upon the Company's exercise of the option referenced in Section
10.1(B)(i) applicable to this subsection, the Company shall be released from its
obligations under Sections 3.7, 3.8, 3.9 and 3.10 with respect to the
Outstanding Securities of such Series on and after the date the conditions set
forth below are satisfied (hereinafter, "covenant defeasance"). For this
purpose, such covenant defeasance means that, with respect to the Outstanding
Securities of such Series, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
Section, whether directly or indirectly by reason of any reference elsewhere
herein to any such Section or by reason of any reference in any such Section to
any other provision herein or in any other document (including, without
limitation, the form of Securities of such Series), but the remainder of this
Indenture and the rights of each Holder of such Securities shall be unaffected
thereby.

     (iv) The following shall be the conditions to the application of either
Section 10.1(B)(ii) or (iii) to the Outstanding Securities of such Series:

          (1) The Company shall have irrevocably deposited or caused to be
     deposited with the Trustee (or another trustee satisfying the requirements
     of Sections 6.8 and 6.9 who

                                     -84-
<PAGE>

     shall agree to comply with the provisions of this Section and 10.1(B)
     applicable to it) under the terms of an irrevocable trust agreement in form
     and substance reasonably satisfactory to the Trustee, as trust funds in
     trust solely for the purpose of making the following payments, specifically
     pledged as security for, and dedicated solely to, the benefit of the
     Holders of Securities of such Series, (I) cash in the currency or currency
     unit required, or (II) Government Obligations maturing as to principal and
     interest in such amounts (payable in the currency in which the Securities
     of such Series are payable) and at such times as are sufficient, without
     consideration of any reinvestment of such principal or interest, to pay the
     principal of and interest on the Outstanding Securities of such Series and
     Coupons to maturity or redemption, as the case may be, or (III) a
     combination thereof, in each case sufficient, in the opinion of a
     nationally recognized firm of independent public accountants expressed in a
     written certification thereof delivered to the Trustee, to pay and
     discharge, and which shall be applied by the Trustee (or other qualifying
     trustee) to pay and discharge, (x) the principal of and each instalment of
     principal of and interest, if any, on the Outstanding Securities of such
     Series on the stated maturity of such principal or instalment of principal
     or interest, if any, and (y) any mandatory sinking fund payments or
     analogous payments applicable to the Outstanding Securities of such Series
     on the day on which such payments are due and payable in accordance with
     the terms of this Indenture and of such Securities. Such irrevocable trust
     agreement shall include, among other things, (a) provision for the payments
     referenced in clauses (x) and (y) of the immediately preceding sentence,
     (b) the payment of the reasonable expenses of the Trustee incurred or to be
     incurred in connection with carrying out such trust provisions, (c) rights
     of registration, transfer, substitution and exchange of Securities of such
     Series and Coupons in accordance with the terms stated in this Indenture
     and (d) continuation of the rights and obligations and immunities of the
     Trustee as against the Holders of Securities of such Series as stated in
     this Indenture.

          (2) No Event of Default or event which with notice or lapse of time or
     both would constitute an Event of Default with respect to the Securities of
     such Series shall have occurred and be continuing on the date of such
     deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any
     time during the period ending on the 91st day after the date of such
     deposit (it being understood that this condition shall not be deemed
     satisfied until the expiration of such period).

                                     -85-
<PAGE>

          (3) Such defeasance or covenant defeasance shall not cause the Trustee
     for the Securities of such Series to have a conflicting interest as defined
     in Section 6.8 and for purposes of the Trust Indenture Act with respect to
     any Securities of the Company.

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

          (5) Such defeasance or covenant defeasance shall not cause any
     Outstanding Securities of such Series then listed on any registered
     national securities exchange under the Securities Exchange Act of 1934, as
     amended, to be delisted.

          (6) The Company shall have delivered to the Trustee (I) an Opinion of
     Counsel to the effect that either (a) as a result of such deposit and the
     related exercise of the Company's option under this Section 10.1(B)
     (whether pursuant to subsection (ii) or (iii)) registration will not be
     required under the Investment Company Act of 1940, as amended, by the
     Company, the trust funds representing such deposit or the Trustee or (b)
     all necessary registrations under such Act have been effected and (II) an
     Opinion of Counsel to the effect that Securityholders of such Series will
     not recognize income, gain or loss for Federal income tax purposes as a
     result of such deposit and discharge and will be subject to Federal income
     tax on the same amounts and in the same manner and at the same time as
     would have been the case if such deposit and defeasance or covenant
     defeasance, as the case may be, had not occurred. The Trustee may also
     require that the Opinion of Counsel referred to in clause (I) state that
     such deposit and defeasance or covenant defeasance, as the case may be,
     does not violate applicable law.

          (7) The Company shall have delivered to the Trustee an Officers'
     Certificate and Opinion of Counsel, each stating that all conditions
     precedent provided for herein relating to the deposit and defeasance or
     covenant defeasance, as the case may be, contemplated by this Section
     10.1(B) have been complied with.

          (8) Such defeasance or covenant defeasance shall be effected in
     compliance with any additional terms, conditions or limitations which may
     be imposed on the Company in connection therewith pursuant to Section 2.3.

                                     -86-
<PAGE>

     SECTION 10.2  Application by Trustee of Funds Deposited for Payment of
Securities. Subject to Section 10.4, all moneys deposited with the Trustee
pursuant to Section 10.1 shall be held in trust and applied by it to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent), to the Holders of the particular Securities of
such Series and any Coupons appertaining thereto for the payment or redemption
of which such moneys have been deposited with the Trustee, of all sums due and
to become due thereon for principal and interest; but such money need not be
segregated from other funds except to the extent required by law.

     SECTION 10.3  Repayment of Moneys Held by Paying Agent. In connection with
the satisfaction and discharge of this Indenture with respect to Securities of
any Series or Coupons, all moneys then held by any Paying Agent (other than the
Company) under the provisions of this Indenture with respect to such Series of
Securities or Coupons shall, upon demand of the Company, be paid to the Trustee
and thereupon such Paying Agent shall be released from all further liability
with respect to such moneys.

     SECTION 10.4  Return of Unclaimed Moneys Held by Trustee and Paying Agent.
Any moneys deposited with or paid to the Trustee or any Paying Agent (including
the Company acting as its own Paying Agent) for the payment of the principal of
or interest on any Security of any Series or Coupons and not applied but
remaining unclaimed for two years after the date upon which such principal or
interest shall have become due and payable, shall, upon the written request of
the Company and unless otherwise required by mandatory provisions of applicable
escheat or abandoned or unclaimed property law, be repaid to the Company by the
Trustee for such Series or such Paying Agent (except that with respect to any
amounts then held by the Company in trust as its own Paying Agent no such
request need be given and at such time the Company shall be discharged from its
duty to hold such moneys in trust as Paying Agent), and the Holder of the
Security of such Series or Holders of Coupons appertaining thereto shall, unless
otherwise required by mandatory provisions of applicable escheat or abandoned or
unclaimed property laws, thereafter look only to the Company for any payment
which such Holder may be entitled to collect, and all liability of the Trustee
or any Paying Agent with respect to such moneys shall thereupon cease. Anything
in this Article 10 to the contrary notwithstanding, the Trustee shall deliver or
pay to the Company from time to time upon the written request of the Company any
money or Government Obligations held by it as provided in Section 10.1(B)(iv)
which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, are in excess of the amount thereof which would then be required to be
deposited to effect such

                                     -87-
<PAGE>

defeasance or covenant defeasance, as the case may be, in accordance with the
provisions of this Indenture.

     SECTION 10.5  Reinstatement of Company's Obligations. If the Trustee is
unable to apply any funds or Government Obligations in accordance with Section
10.1 by reason of any legal proceeding or by reason of any order or judgment of
any court or governmental authority enjoining, restraining or otherwise
prohibiting such application or by reason of the Trustee's inability to convert
any such funds or Government Obligations into the currency or currency unit
required to be paid with respect to the Securities of such Series, the Company's
obligations under this Indenture and the Securities of any Series for which such
application is prohibited shall be revived and reinstated as if no deposit had
occurred pursuant to Section 10.1 until such time as the Trustee is permitted to
apply all such funds or Government Obligations in accordance with Section 10.1
or is able to convert all such funds or Government Obligations; provided,
however, that if the Company has made any payment of interest on or principal of
any of such Securities or Coupons because of the reinstatement of its
obligations, the Company shall be subrogated to the rights of the
Securityholders of such Securities to receive such payment from the funds or
Government Obligations held by the Trustee; and provided, further, that this
Section 10.5 shall not be applicable to any Securities payable in United States
of America dollars.

                                ARTICLE ELEVEN

                           MISCELLANEOUS PROVISIONS

     SECTION 11.1  Incorporators, Stockholders, Officers and Directors of
Company Exempt from Individual Liability. No recourse under or upon any
obligation, covenant or agreement contained in this Indenture, in any Security
or Coupon appertaining thereto, or because of any indebtedness evidenced
thereby, shall be had against any incorporator, as such or against any past,
present or future stockholder, officer or director, as such, of the Company or
of any successor, either directly or through the Company or any successor, under
any rule of law, statute or constitutional provision or by the enforcement of
any assessment or by any legal or equitable proceeding or otherwise, all such
liability being expressly waived and released by the acceptance of the
Securities and Coupons, if any, by the Holders thereof and as part of the
consideration for the issue of the Securities.

     SECTION 11.2  Provisions of Indenture for the Sole Benefit of Parties and
Securityholders. Nothing in this Indenture or in the Securities or Coupons,
expressed or implied, shall give or be

                                     -88-
<PAGE>

construed to give to any Person, firm or corporation, other than the parties
hereto, any Paying Agent and their successors hereunder and the Holders of the
Securities and Coupons, if any, any legal or equitable right, remedy or claim
under this Indenture or under any covenant or provision herein contained, all
such covenants and provisions being for the sole benefit of the parties hereto
and their successors and of the Holders of the Securities and Coupons.

     SECTION 11.3  Successors and Assigns of Company Bound by Indenture. All the
covenants, stipulations, promises and agreements in this Indenture contained by
or on behalf of the Company shall bind its successors and assigns, whether so
expressed or not.

     SECTION 11.4  Notices and Demands on Company, Trustee and Securityholders.
Any notice or demand which by any provision of this Indenture is required or
permitted to be given or served by the Trustee, by the Holders of Securities, or
by the Holders of Coupons to or on the Company may be given or served by being
deposited postage prepaid, first-class mail (except as otherwise specifically
provided herein) addressed (until another address of the Company is filed by the
Company with the Trustee) to Whirlpool Corporation, 2000 M-63, Benton Harbor,
Michigan 49022-2692 Attention: General Counsel. Any notice, direction, request
or demand by the Company or any Securityholder to or upon the Trustee shall be
deemed to have been sufficiently given or made, for all purposes, if given or
made at the Corporate Trust Office.

     Where this Indenture provides for notice to Holders of any event, (1) if
any of the Securities affected by such event are Registered Securities, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed by first-class mail, postage prepaid to such Registered
Holders as their names and addresses appear in the Security register within the
time prescribed and (2) if any of the Securities affected by such event are
Unregistered Securities or Coupon Securities, such notice shall be sufficiently
given (unless otherwise herein expressly provided or provided in the terms of
any Securities) if published once in a newspaper of general circulation in each
place of payment within the time prescribed. Where this Indenture provides for
notice in any manner, such notice may be waived in writing by the Person
entitled to receive such notice, either before or after the event, and such
waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver. In
any case where notice to Holders is given by mail, neither the failure to mail
such notice, nor any defect in any notice so mailed to any

                                     -89-
<PAGE>

particular Holder shall affect the sufficiency of such notice with respect to
other Holders, and any notice which is mailed in the manner herein provided
shall be conclusively presumed to have been duly given.

     In case, by reason of the suspension of or irregularities in regular mail
service, it shall be impracticable to mail notice to the Company and
Securityholders when such notice is required to be given pursuant to any
provision of this Indenture, then any manner of giving such notice as shall be
reasonably acceptable to the Trustee shall be deemed to be a sufficient giving
of such notice.

     SECTION 11.5  Officers' Certificates and Opinions of Counsel; Statements to
Be Contained Therein. Upon any application or demand by the Company to the
Trustee to take any action under any of the provisions of this Indenture, the
Company shall furnish to the Trustee an Officers' Certificate stating that all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with and an Opinion of Counsel stating that
in the opinion of such counsel all such conditions precedent, if any, have been
complied with, except that in the case of any such application or demand as to
which the furnishing of such documents is specifically required by any provision
of this Indenture relating to such particular application or demand, no
additional certificate or opinion need be furnished.

     Each certificate or opinion provided for in this Indenture and delivered to
the Trustee with respect to compliance with a condition or covenant provided for
in this Indenture shall include (a) a statement that the person making such
certificate or opinion has read such covenant or condition, (b) 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, (c) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with and (d) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.

     Any certificate, statement 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 that the certificate or
opinion or representations with respect to the matters upon which his
certificate, statement or opinion may be based as aforesaid are erroneous. Any
certificate, statement or opinion of counsel may

                                     -90-
<PAGE>

be based, insofar as it relates to factual matters, information with respect to
which is in the possession of the Company, upon the certificate, statement or
opinion of or representations by an officer or officers of the Company, unless
such counsel knows that the certificate, statement or opinion or representations
with respect to the matters upon which his certificate, statement or opinion may
be based as aforesaid are erroneous.

     Any certificate, statement or opinion of an officer of the Company or of
counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an accountant or firm of
accountants in the employ of the Company, unless such officer or counsel, as the
case may be, knows that the certificate or opinion or representations with
respect to the accounting matters upon which his certificate, statement or
opinion may be based as aforesaid are erroneous.

     Any certificate or opinion of any independent firm of public accountants
filed with the Trustee shall contain a statement that such firm is independent.

     SECTION 11.6  Payments Due on Saturdays, Sundays and Holidays. Unless
otherwise specified in a Security, if the date of maturity of interest on or
principal of the Securities of any Series or Coupons appertaining thereto or the
date fixed for redemption or repayment of any such Security or Coupon shall not
be a Business Day, then payment of interest or principal need not be made on
such date, but may be made on the next succeeding Business Day with the same
force and effect as if made on the date of maturity or the date fixed for
redemption, and no interest shall accrue for the period after such date.

     SECTION 11.7  Conflict of Any Provision of Indenture with Trust Indenture
Act of 1939. If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with another provision included in this Indenture which
is required to be included herein by any of Sections 310 to 317, inclusive, of
the Trust Indenture Act of 1939, such required provision shall control.

     SECTION 11.8  New York Law to Govern. This Indenture and each Security
shall be deemed to be a contract under the laws of the State of New York, and
for all purposes shall be construed in accordance with the laws of such State.

     SECTION 11.9  Counterparts. This Indenture may be executed in any number of
counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.

                                     -91-
<PAGE>

     SECTION 11.10  Effect of Headings; Gender. The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect
the construction hereof. The use of the masculine, feminine or neuter gender
herein shall not limit in any way the applicability of any term or provision
hereof.

     SECTION 11.11  Determination of Principal Amount. In determining whether
the Holders of the requisite principal amount of outstanding Securities of any
Series have given any request, demand, authorization, direction, notice, consent
or waiver hereunder, or whether sufficient funds are available for redemption or
for any other purpose, the principal amount of an Original Issue Discount
Security that shall be deemed to be outstanding for such purposes shall be the
amount of the principal thereof that would be due and payable as of the date of
such determination upon a declaration of acceleration of the maturity thereof
pursuant to Section 5.1 and the principal amount of any Securities denominated
in a Foreign Currency or ECU that shall be deemed to be outstanding for such
purposes shall be determined by converting the Foreign Currency or the Specified
Amount of each Component Currency into Dollars at the Market Exchange Rate as of
the date of such determination.

                                ARTICLE TWELVE

                  REDEMPTION OF SECURITIES AND SINKING FUNDS

     SECTION 12.1  Applicability of Article. The provisions of this Article
shall be applicable to the Securities of any Series which are redeemable before
their maturity or to any sinking fund for the retirement of Securities of a
Series except as otherwise specified as contemplated by Section 2.3 for
Securities of such Series.

     SECTION 12.2  Notice of Redemption; Partial Redemptions. Notice of
redemption to the Holders of Securities of any Series required to be redeemed or
to be redeemed as a whole or in part at the option of the Company shall be given
by giving notice of such redemption as provided in Section 11.4, at least 30
days and not more than 60 days prior to the date fixed for redemption to such
Holders of Securities of such Series. Failure to give notice by mail, or any
defect in the notice to the Holder of any Security of a Series designated for
redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Security of such Series.

     The notice of redemption to each such Holder shall specify the date fixed
for redemption, the redemption price, the Place or Places of Payment, that
payment will be made upon presentation

                                     -92-
<PAGE>

and surrender of such Securities, and that, unless otherwise specified in such
notice, Coupon Securities, if any, surrendered for payment must be accompanied
by all Coupons maturing subsequent to the redemption date, failing which the
amount of any such missing Coupon or Coupons will be deducted from the sum due
for payment, that such redemption is pursuant to the mandatory or optional
sinking fund, or both, if such be the case, that interest accrued to the date
fixed for redemption will be paid as specified in such notice and that on and
after said date interest thereon or on the portions thereof to be redeemed will
cease to accrue and that, if less than all of the Outstanding Securities of a
Series are to be redeemed, the identification and principal amount of the
Securities to be redeemed. If less than all of the Securities of any Series are
to be redeemed, the notice of redemption shall specify the numbers of the
Securities of such Series to be redeemed, and, if only Unregistered Securities
of any Series are to be redeemed, and if such Unregistered Securities may be
exchanged for Registered Securities, the last date on which exchanges of
Unregistered Securities for Registered Securities not subject to redemption may
be made. In case any Security of a Series is to be redeemed in part, the notice
of redemption shall state the portion of the principal amount thereof to be
redeemed and shall state that on and after the date fixed for redemption, upon
surrender of such Security and any Coupons appertaining thereto, a new Security
or Securities of such Series in principal amount equal to the unredeemed portion
thereof with appropriate Coupons will be issued.

     The notice of redemption of Securities of any Series to be redeemed at the
option 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. If such
notice is given by the Company, the Company shall provide notice of such
redemption to the Trustee at least 60 days prior to the date fixed for
redemption.

     Unless otherwise specified pursuant to Section 2.3, (a) in the case of
Securities for which a place of payment is located outside the United States of
America, not later than the Business Day immediately prior to the redemption
date specified in the notice of redemption given as provided in this Section,
unless otherwise agreed by the Company and the Trustee, and (b) in the case of
all other Securities, not later than 10:00 a.m., New York City time, on the
redemption date specified in the notice of redemption given as provided in this
Section, the Company will have on deposit with the Trustee or with one or more
Paying Agents (or, if the Company is acting as its own Paying Agent, set aside,
segregate and hold in trust as provided in Section 3.4) an amount of money in
the currency or currency unit in which the

                                     -93-
<PAGE>

Securities of such Series and any Coupons appertaining thereto are payable
(except as otherwise specified pursuant to Section 2.3 and except as provided in
Sections 2.12(b), (e) and (f) of this Indenture) sufficient to redeem on the
redemption date all the Securities of such Series so called for redemption at
the appropriate redemption price, together with accrued interest to the date
fixed for redemption. If less than all the Outstanding Securities of a Series
are to be redeemed, the Company will deliver to the Trustee at least 60 days
prior to the date fixed for redemption an Officers' Certificate stating the
aggregate principal amount of Securities to be redeemed.

     If less than all the Securities of a Series are to be redeemed, the Trustee
shall select, in such manner as it shall deem appropriate and fair, Securities
of such Series to be redeemed in whole or in part and the Trustee shall promptly
notify the Company in writing of the Securities of such Series selected for
redemption and, in the case of any Securities of such Series selected for
partial redemption, the principal amount thereof to be redeemed. However, if
less than all the Securities of any Series with differing issue dates, interest
rates and stated maturities are to be redeemed, the Company in its sole
discretion shall select the particular Securities to be redeemed and shall
notify the Trustee in writing thereof at least 45 days prior to the relevant
redemption date. Securities may be redeemed in part in multiples equal to the
minimum authorized denomination for Securities of such Series or any multiple
thereof. For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities of any Series
shall relate, in the case of any Security redeemed or to be redeemed only in
part, to the portion of the principal amount of such Security which has been or
is to be redeemed.

     SECTION 12.3  Payment of Securities Called for Redemption. If notice of
redemption has been given as above provided, the Securities or portions of
Securities specified in such notice shall become due and payable on the date and
at the place stated in such notice at the applicable redemption price, together
with interest accrued to the date fixed for redemption, and on and after said
date (unless the Company shall default in the payment of such Securities at the
redemption price, together with interest accrued to said date) interest on the
Securities or portions of Securities so called for redemption shall cease to
accrue and, except as provided in Sections 6.5 and 10.4, such Securities shall
cease from and after the date fixed for redemption to be entitled to any benefit
or security under this Indenture, and the Holders thereof shall have no right in
respect of such Securities except the right to receive the redemption price
thereof and unpaid interest to the date fixed for

                                     -94-
<PAGE>

redemption. On presentation and surrender of such Securities at a place of
payment specified in said notice, said Securities or the specified portions
thereof shall be paid and redeemed by the Company at the applicable redemption
price, together with interest accrued thereon to the date fixed for redemption;
provided that if for any Registered Securities the date fixed for redemption is
a regular interest payment date, payment of interest becoming due on such date
shall be payable to the Holders of such Securities registered as such on the
relevant record date subject to the terms and provisions of Section 2.7 hereof.

     If any Coupon Security surrendered for redemption shall not be accompanied
by all appurtenant Coupons maturing on or after the date fixed for redemption,
such Security may be paid after deducting from the redemption price an amount
equal to the face amount of all such missing Coupons or the surrender of such
missing Coupon or Coupons may be waived by the Company and the Trustee, if there
be furnished to them such security or indemnity as they may require to save each
of them and any Paying Agent harmless. If thereafter the Holder of such Security
shall surrender to any Paying Agent any missing Coupon in respect of which a
deduction shall have been made from the redemption price, such Holder shall be
entitled to receive the amount so deducted; provided, however, that, unless
otherwise provided pursuant to Section 2.3, 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.

     If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal shall, until paid or duly provided for,
bear interest from the date fixed for redemption at the rate of interest borne
by the Security.

     Upon presentation of any Security redeemed in part only and the Coupons
appertaining thereto, the Company shall execute and the Trustee shall
authenticate and deliver to or on the order of the Holder thereof, at the
expense of the Company, a new Security or Securities and the Coupons
appertaining thereto, of authorized denominations, in principal amount equal to
the unredeemed portion of the Security so presented.

     SECTION 12.4  Exclusion of Certain Securities from Eligibility for
Selection for Redemption. Securities shall be excluded from eligibility for
selection for redemption if they are identified by registration and certificate
number in a written statement signed by an authorized officer of the Company and
delivered to the Trustee at least 30 days prior to the last date on which notice
of redemption may be given as being owned of record and beneficially by, and not
pledged or hypothecated by,

                                     -95-
<PAGE>

either (a) the Company or (b) an entity specifically identified in such written
statement as directly or indirectly controlling or controlled by or under direct
or indirect common control with the Company.

     SECTION 12.5  Mandatory and Optional Sinking Funds. The minimum amount of
any sinking fund payment provided for by the terms of Securities of any Series
is herein referred to as a "mandatory sinking fund payment", and any payment in
excess of such minimum amount provided for by the terms of Securities of any
Series is herein referred to as an "optional sinking fund payment". The date on
which a sinking fund payment is to be made is herein referred to as the "sinking
fund payment date".

     In lieu of making all or any part of any mandatory sinking fund payment
with respect to any Series of Securities in cash, the Company may at its option
(a) deliver to the Trustee Securities of such Series (together with the
unmatured Coupons, if any, appertaining thereto) theretofore purchased or
otherwise acquired (except upon redemption pursuant to the mandatory sinking
fund) by the Company or receive credit for Securities of such Series (not
previously so credited) theretofore purchased or otherwise acquired (except as
aforesaid) by the Company and delivered to the Trustee for cancellation pursuant
to Section 2.10, (b) receive credit for optional sinking fund payments (not
previously so credited) made pursuant to this Section, or (c) receive credit for
Securities of such Series (not previously so credited) redeemed by the Company
through any optional redemption provision contained in the terms of such Series.
Securities so delivered or credited shall be received or credited by the Trustee
at the sinking fund redemption price specified in such Securities.

     On or before the sixtieth day next preceding each sinking fund payment date
for any Series of Securities, the Company will deliver to the Trustee a written
statement (which need not contain the statements required by Section 11.5)
signed by an authorized officer of the Company (a) specifying the portion of the
mandatory sinking fund payment to be satisfied by payment of cash in the
currency or currency unit in which the Securities of such Series and Coupons, if
any, appertaining thereto are payable (except as otherwise specified pursuant to
Section 2.3 for the Securities of such Series and except as provided in Section
2.12(b), (e) and (f) hereof), and the portion to be satisfied by delivery or
credit of Securities of such Series, (b) stating that none of the Securities of
such Series for which credit is sought has theretofore been so credited, (c)
stating that no defaults in the payment of interest or Events of Default with
respect to such Series have occurred (which have not been waived or cured) and
are continuing, (d) stating whether or not the Company intends to

                                     -96-
<PAGE>

exercise its right to make an optional sinking fund payment with respect to such
Series and, if so, specifying the amount of such optional sinking fund payment
which the Company intends to pay on or before the next succeeding sinking fund
payment date and (e) specifying such sinking fund payment date. Any Securities
of such Series to be credited and required to be delivered to the Trustee in
order for the Company to be entitled to credit therefor as aforesaid which have
not theretofore been delivered to the Trustee shall be delivered for
cancellation pursuant to Section 2.10 to the Trustee with such written statement
(or reasonably promptly thereafter if acceptable to the Trustee). Such written
statement shall be irrevocable and upon its receipt by the Trustee the Company
shall become unconditionally obligated to make all the cash payments or payments
therein referred to, if any, on or before the next succeeding sinking fund
payment date. Failure of the Company, on or before any such sixtieth day, to
deliver such written statement and Securities specified in this paragraph, if
any, shall not constitute a default but shall constitute, on and as of such
date, the irrevocable election of the Company (i) that the mandatory sinking
fund payment for such Series due on the next succeeding sinking fund payment
date shall be paid entirely in cash (in the currency or currency unit described
above) without the option to deliver or credit Securities of such Series in
respect thereof and (ii) that the Company will make no optional sinking fund
payment with respect to such Series as provided in this Section.

     If the sinking fund payment or payments (mandatory or optional or both) to
be made in cash (in the currency or currency unit described above) on the next
succeeding sinking fund payment date plus any unused balance of any preceding
sinking fund payments made in cash shall exceed $100,000, or the equivalent in
the currency or currency unit in which the Securities of such Series are payable
(or a lesser sum if the Company shall so request) with respect to the Securities
of any particular Series, such cash shall be applied on the next succeeding
sinking fund payment date to the redemption of Securities of such Series at the
sinking fund redemption price together with accrued interest to the date fixed
for redemption. If such amount shall be $100,000, or the equivalent in the
currency or currency unit in which the Securities of such Series are payable, or
less and the Company makes no such request then it shall be carried over until a
sum in excess of $100,000, or the equivalent in the currency or currency unit in
which the Securities of such Series are payable, is available. The Trustee shall
select, in the manner provided in Section 12.2 and giving effect to any
exclusions required pursuant to Section 12.4, for redemption on such sinking
fund payment date a sufficient principal amount of Securities of such Series to
absorb said cash, as nearly as may be possible, and shall (if requested in
writing by the Company) inform the Company

                                     -97-
<PAGE>

of the serial numbers of the Securities of such Series (or portions thereof) so
selected. The Trustee, in the name and at the expense of the Company (or the
Company, if it shall so notify the Trustee in writing) shall cause notice of
redemption of the Securities of such Series to be given in substantially the
manner provided in Section 12.2 (and with the effect provided in Section 12.3)
for the redemption of Securities of such Series at the option of the Company.
The amount of any sinking fund payments not so applied or allocated to the
redemption of Securities of such Series shall be added to the next cash sinking
fund payment for such Series and, together with such payment, shall be applied
in accordance with the provisions of this Section. Any and all sinking fund
moneys held on the stated maturity date of the Securities of any particular
Series (or earlier, if such maturity is accelerated), which are not held for the
payment or redemption of particular Securities of such Series shall be applied,
together with other moneys, if necessary, sufficient for the purpose, to the
payment of the principal of, and interest on, the Securities of such Series at
maturity.

     Unless otherwise specified pursuant to Section 2.3, (a) in the case of
Securities for which a place of payment is located outside the United States of
America, not later than the Business Day immediately prior to the sinking fund
payment date, unless otherwise agreed by the Company and the Trustee, and (b) in
the case of all other Securities, not later than 10:00 a.m., New York City time,
on the sinking fund payment date, the Company shall have paid to the Trustee in
cash (in the currency or currency unit described in the third paragraph of this
Section 12.5) or shall otherwise provide for the payment of all principal and
interest accrued to the date fixed for redemption on Securities to be redeemed
on the next following sinking fund payment date.

     The Trustee shall not redeem or cause to be redeemed any Securities of a
Series with sinking fund moneys or mail or publish any notice of redemption of
Securities for such Series by operation of the sinking fund during the
continuance of a default in payment of interest on such Securities or of any
Event of Default except that, where the mailing or publication of notice of
redemption of any Securities shall theretofore have been made, the Trustee shall
redeem or cause to be redeemed such Securities, provided that it shall have
received from the Company a sum sufficient for such redemption. Except as
aforesaid, any moneys in the sinking fund for such Series at the time when any
such default or Event of Default shall occur, and any moneys thereafter paid
into the sinking fund, shall, during the continuance of such default or Event of
Default, be deemed to have been collected under Article Five and held for the
payment of all such Securities. In case such Event of Default shall have been
waived as provided in Section 5.10 or the default cured on

                                     -98-
<PAGE>

or before the sixtieth day preceding the sinking fund payment date in any year,
such moneys shall thereafter be applied on the next succeeding sinking fund
payment date in accordance with this Section to the redemption of such
Securities.

     SECTION 12.6  Repayment at the Option of the Holders. Securities of any
Series which are repayable at the option of the Holders thereof before their
stated maturity shall be repaid in accordance with the terms of the Securities
of such Series.

     The repayment of any principal amount of Securities pursuant to such option
of the Holder to require repayment of Securities before their stated maturity,
for purposes of Section 10.1, shall not operate as a payment, redemption or
satisfaction of the indebtedness represented by such Securities unless and until
the Company, at its option, shall deliver or surrender the same to the Trustee
with a directive that such Securities be cancelled.

                               ARTICLE THIRTEEN

                               HOLDERS' MEETINGS

     SECTION 13.1  Purposes of Meetings. A meeting of Holders of Securities of
any or all Series may be called at any time and from time to time pursuant to
the provisions of this Article Thirteen for any of the following purposes:

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

          (b) to remove the Trustee for such Series and nominate a successor
     Trustee pursuant to the provisions of Article Six;

          (c) to consent to the execution of an indenture or indentures
     supplemental hereto pursuant to the provisions of Section 8.2; and

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

     SECTION 13.2  Call of Meetings by Trustee. The Trustee for the Securities
of any Series may at any time call a meeting of

                                     -99-
<PAGE>

Holders of Securities of such Series to take any action specified in Section
13.1, to be held at such time and at such place in the Borough of Manhattan, The
City of New York, or such other Place of Payment as the Trustee for such Series
shall determine. Notice of every meeting of the Holders of Securities of any
Series, setting forth the time and the place of such meeting and in general
terms the action proposed to be taken at such meeting, shall be given to Holders
of Securities of such Series in the manner and to the extent provided in Section
11.4. Such notice shall be given not less than 20 nor more than 90 days prior to
the date fixed for such meeting.

     SECTION 13.3  Call of Meetings by Company or Holders. In case at any time
the Company, pursuant to a resolution of its Board of Directors, or the Holders
of at least 10% in aggregate principal amount of the Outstanding Securities of
any or all Series, as the case may be, shall have requested the Trustee for such
Series to call a meeting of Holders of Securities of any or all Series, as the
case may be, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee for such Series shall not
have given the notice of such meeting within 20 days after receipt of such
request, then the Company or such Holders may determine the time and the place
in the Borough of Manhattan, The City of New York, or such other Place of
Payment for such meeting and may call such meeting to take any action authorized
in Section 13.1, by giving notice thereof as provided in Section 13.2.

     SECTION 13.4  Qualifications for Voting. To be entitled to vote at any
meeting of Holders, a person shall be (a) a Holder of one or more Securities
with respect to which such meeting is being held or (b) a person appointed by an
instrument in writing as proxy by such Holder. The only persons who shall be
entitled to be present or to speak at any meeting of Holders shall be the
persons entitled to vote at such meeting and their counsel and any
representatives of the Trustee for the Securities of the Series with respect to
which such meeting is being held and its counsel and any representatives of the
Company and its counsel.

     SECTION 13.5  Regulations. Notwithstanding any other provisions of this
Indenture, the Trustee for the Securities of any series may make such reasonable
regulations as it may deem advisable for any meeting of Holders of the
Securities of such Series, in regard to proof of the holding of Securities of
such Series and of the appointment of proxies, and in regard to the appointment
and duties of inspectors of votes, the submission and examination of proxies,
certificates and other evidence of the right to vote, and such other matters
concerning the conduct of the meeting as it shall think fit.

                                     -100-
<PAGE>

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

     At any meeting each Holder of Securities with respect to which such meeting
is being held or proxy therefor shall be entitled to one vote for each $1,000
(or the equivalent in the currency or currency unit in which such Securities are
denominated) principal amount (in the case of the Original Issue Discount
Securities, such principal amount to be determined in accordance with the terms
thereof) of Securities held or represented by him. However, no vote shall be
cast or counted at any meeting in respect of any such Security challenged as not
Outstanding and ruled by the chairman of the meeting to be not Outstanding. The
chairman of the meeting shall have no right to vote other than by virtue of the
Securities of such Series held by him or instruments in writing aforesaid duly
designating him as the person to vote on behalf of other Holders of such Series.
At any meeting of Holders, the presence of persons holding or representing
Securities with respect to which such meeting is being held in an aggregate
principal amount sufficient to take action on the business for the transaction
of which such meeting was called shall constitute a quorum, but, if less than a
quorum is present, the persons holding or representing a majority in aggregate
principal amount of such Securities represented at the meeting may adjourn such
meeting with the same effect, for all intents and purposes, as though a quorum
had been present. Any meeting of Holders of Securities with respect to which a
meeting was duly called pursuant to the provisions of Section 13.2 or Section
13.3 may be adjourned from time to time by a majority of such Holders present,
whether or not constituting a quorum, and the meeting may be held as so
adjourned without further notice.

     SECTION 13.6  Voting. The vote upon any resolution submitted to any meeting
of Holders of Securities with respect to which such meeting is being held shall
be by written ballots on which shall be subscribed the signatures of such
Holders or of their representatives by proxy and the serial number or numbers of
the Securities held or represented by them. The permanent chairman of the
meeting shall appoint two inspectors of votes who shall count all votes cast at
the meeting for or against any resolution and who shall make and file with the
secretary of the meeting their verified written reports in duplicate of all
votes cast at the meeting. A record in duplicate of the proceedings of

                                     -101-
<PAGE>

each meeting of Holders shall be prepared by secretary of the meeting and there
shall be attached to such record the original reports of the inspectors of votes
on any vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that such notice was given in the manner and to the extent provided in
Section 11.4. The record shall show the serial numbers of the Securities voting
in favor of and against any resolution. The record shall be signed and verified
by the affidavits of the permanent chairman and secretary of the meeting and one
of the duplicates shall be delivered to the Company and the other to the Trustee
to be preserved by the Trustee.

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

     SECTION 13.7  No Delay of Rights by Meeting. Nothing in this Article
Thirteen shall be deemed or construed to authorize or permit, by reason of any
call of a meeting of Holders or any rights expressly or impliedly conferred
hereunder to make such call, any hindrance or delay in the exercise of any right
or rights conferred upon or reserved to the Trustee or to the Holders under any
of the provisions of this Indenture or of the Securities of any Series.

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

ATTEST:                            WHIRLPOOL CORPORATION

  /s/ Robert T. Kenagy               /s/ Mark Brown
By__________________________       By______________________________
  Name: Robert T. Kenagy             Name: Mark Brown
  Title: Associate General           Title: Executive Vice President
         Counsel and Corporate              and Chief Financial Officer
         Secretary
[CORPORATE SEAL)


ATTEST:                            CITIBANK, N.A., Trustee

   /s/ Florence Mills                 /s/ Wafaa Orfy
By__________________________       By______________________________
  Name: Florence Mills               Name: Wafaa Orfy
  Title: Senior Trust Officer        Title: Assistant Vice President

(CORPORATE SEAL]

                                     -102-
<PAGE>

STATE OF MICHIGAN       )
                        )   SS:
COUNTY OF BERRIEN       )

     On this 20th day of March, 2000, before me personally came Mark Brown to me
personally known, who, being by me duly sworn, did depose and say that he
resides at 2000 North M-63, Benton Harbor; that he is a Executive Vice President
of WHIRLPOOL CORPORATION, one of the corporations described in and which
executed the above instrument; that he knows the corporate seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.

[NOTARIAL SEAL]

                                     /s/ Betty J. Ulery
                                     ______________________________
                                             Notary Public

                                     Betty J. Ulery
                                     Notary Public, Berrien County, Michigan
                                     My Commission Expires Dec. 6, 2003

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

     On this 20th day of March, 2000, before me personally came
__________________, to me personally known, who, being by me duly sworn, did
depose and say that he resides at _________________________________________;
that he is a ________________ of CITIBANK, N.A., one of the corporations
described in and which executed the above instrument; that he knows the
corporate seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation, and that he signed his name thereto by like
authority.

[NOTARIAL SEAL]

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

                                     -103-
<PAGE>

STATE OF MICHIGAN      )
                       )    SS:
COUNTY OF BERRIEN      )

     On this ___ day of March, 2000, before me personally came
_________________________, to me personally known, who, being by me duly sworn,
did depose and say that he resides at _________________________________________
and that he is a _________________ of WHIRLPOOL CORPORATION, one of the
corporations described in and which executed the above instrument; that he knows
the corporate seal of said corporation; that the seal affixed to said instrument
is such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation; and that he signed his name thereto by like
authority.

(NOTARIAL SEAL]

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



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

     On this 20 day of March, 2000, before me personally came Wafaa Orfy, to
me personally known, who, being by me duly sworn, did depose and say that she
resides at 5 Chestnut Street, Clifton, NJ; that she is an Assistant Vice
President of CITIBANK, N.A., one of the corporations described in and which
executed the above instrument; that she knows the corporate seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that she signed her name thereto by like authority.

[NOTARIAL SEAL)

                                 /s/ Alton Midgette
                                 _______________________________
                                         Notary Public

                                 Notary Public State of New York
                                 No. OIMI 6009 550-
                                 Qualified in Kings County,
                                 Commission Expires June 29, 2000

                                        -104-