<PAGE>

                                                                     Exhibit 4.2

                                 STEELCASE INC.
                                     Issuer

                                       AND


                                   as Trustee

                                    INDENTURE

                                   Dated as of


                          Subordinated Debt Securities
<PAGE>

                            CROSS-REFERENCE TABLE(1)
<TABLE>
<S>                                                <C>
Section of Trust Indenture Act
of 1939, as amended.............................   Section of Indenture

310(a)..........................................                   7.09
310(b)..........................................                   7.08
                                                                   7.10
310(c)..........................................           Inapplicable
311(a)..........................................                   7.13
311(b)..........................................                   7.13
311(c)..........................................           Inapplicable
312(a)..........................................                   5.01
                                                                5.02(a)
312(b)..........................................                5.02(c)
312(c)..........................................                   5.05
313(a)..........................................                5.04(a)
313(b)..........................................                5.04(b)
313(c)..........................................                5.04(a)
                                                                5.04(b)
313(d)..........................................                5.04(c)
314(a)..........................................                   5.03
314(b)..........................................           Inapplicable
314(c)..........................................                  14.06
314(d)..........................................           Inapplicable
314(e)..........................................                  14.06
314(f)..........................................           Inapplicable
315(a)..........................................                7.01(c)
                                                                   7.02
315(b)..........................................                7.01(b)
315(c)..........................................                7.01(a)
315(d)..........................................                7.01(c)
315(e)..........................................                   6.07
316(a)..........................................                   6.06
                                                                   8.04
316(b)..........................................                   6.04
316(c)..........................................                   8.01
317(a)..........................................                   6.02
317(b)..........................................                   4.03
318(a)..........................................                  14.08
</TABLE>

----------
(1)   This Cross-Reference Table does not constitute part of the Indenture and
      shall not have any bearing on the interpretation of any of its terms or
      provisions.

<PAGE>

                              TABLE OF CONTENTS(1)

<TABLE>
<CAPTION>
                                                                                                     Page
<S>                                                                                                  <C>
PARTIES............................................................................................   1

RECITALS...........................................................................................   1

                                    ARTICLE I

                                   Definitions

  SECTION 1.01        Definitions of Terms.........................................................   1

                                   ARTICLE II

                      Issue, Description, Terms, Execution,
                     Registration and Exchange of Securities

  SECTION 2.01        Designation and Terms of Securities..........................................   8
  SECTION 2.02        Form of Securities and Trustee's Certificate.................................   9
  SECTION 2.03        Denominations; Provisions for Payment........................................  10
  SECTION 2.04        Execution and Authentications................................................  11
  SECTION 2.05        Registration of Transfer and Exchange........................................  12
  SECTION 2.06        Temporary Securities.........................................................  13
  SECTION 2.07        Mutilated, Destroyed, Lost or Stolen Securities..............................  13
  SECTION 2.08        Cancellation.................................................................  14
  SECTION 2.09        Benefits of Indenture........................................................  14
  SECTION 2.10        Authenticating Agent.........................................................  15
  SECTION 2.11        Global Securities............................................................  15

                                   ARTICLE III

              Redemption of Securities and Sinking Fund Provisions

  SECTION 3.01        Redemption...................................................................  16
  SECTION 3.02        Notice of Redemption.........................................................  16
  SECTION 3.03        Payment Upon Redemption......................................................  17
  SECTION 3.04        Sinking Fund.................................................................  18
  SECTION 3.05        Satisfaction of Sinking Fund Payments with Securities........................  18
  SECTION 3.06        Redemption of Securities for Sinking Fund....................................  18

                                   ARTICLE IV

                                Certain Covenants

  SECTION 4.01        Payment of Principal, Premium and Interest...................................  19
  SECTION 4.02        Maintenance of Office or Agency..............................................  19
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                                                  <C>
  SECTION 4.03        Paying Agents................................................................  19
  SECTION 4.04        Appointment to Fill Vacancy in Office of Trustee.............................  20

                                    ARTICLE V

                       Securityholders' Lists and Reports
                         by the Company and the Trustee

  SECTION 5.01        Company to Furnish Trustee Names and Addresses of Securityholders............  20
  SECTION 5.02        Preservation Of Information; Communications With Securityholders.............  21
  SECTION 5.03        Reports by the Company.......................................................  21
  SECTION 5.04        Reports by the Trustee.......................................................  22
  SECTION 5.05        No Accountability by Reason of Disclosure....................................  22

                                   ARTICLE VI

                   Remedies of the Trustee and Securityholders
                               on Event of Default

  SECTION 6.01        Events of Default............................................................  22
  SECTION 6.02        Collection of Indebtedness and Suits for Enforcement by Trustee..............  24
  SECTION 6.03        Application of Moneys Collected..............................................  25
  SECTION 6.04        Limitation on Suits..........................................................  26
  SECTION 6.05        Rights and Remedies Cumulative; Delay or Omission Not Waiver.................  26
  SECTION 6.06        Control by Securityholders...................................................  27
  SECTION 6.07        Undertaking to Pay Costs.....................................................  27

                                   ARTICLE VII

                             Concerning the Trustee

  SECTION 7.01        Certain Duties and Responsibilities of Trustee...............................  28
  SECTION 7.02        Certain Rights of Trustee....................................................  29
  SECTION 7.03        Trustee Not Responsible for Recitals, Validity of Securities or Application
  of Proceeds Thereof..............................................................................  30
  SECTION 7.04        May Hold Securities..........................................................  30
  SECTION 7.05        Moneys Held in Trust.........................................................  31
  SECTION 7.06        Compensation and Reimbursement...............................................  31
  SECTION 7.07        Reliance on Officers' Certificate............................................  31
  SECTION 7.08        Disqualification; Conflicting Interests......................................  31
  SECTION 7.09        Corporate Trustee Required; Eligibility......................................  32
  SECTION 7.10        Resignation and Removal; Appointment of Successor............................  32
  SECTION 7.11        Acceptance of Appointment By Successor.......................................  33
  SECTION 7.12        Merger, Conversion, Consolidation or Succession to Business..................  34
  SECTION 7.13        Preferential Collection of Claims Against the Company........................  35

                                  ARTICLE VIII

                         Concerning the Securityholders

  SECTION 8.01        Evidence of Action by Securityholders........................................  35
</TABLE>

                                       ii
<PAGE>
<TABLE>
<S>                                                                                                  <C>
  SECTION 8.02        Proof of Execution by Securityholders........................................  35
  SECTION 8.03        Who May be Deemed Owners.....................................................  36
  SECTION 8.04        Certain Securities Owned by Company Disregarded..............................  36
  SECTION 8.05        Actions Binding on Future Securityholders....................................  36

                                   ARTICLE IX

                             Supplemental Indentures

  SECTION 9.01        Supplemental Indentures Without the Consent of Securityholders...............  37
  SECTION 9.02        Supplemental Indentures With Consent of Securityholders......................  38
  SECTION 9.03        Effect of Supplemental Indentures............................................  38
  SECTION 9.04        Securities Affected by Supplemental Indentures...............................  39
  SECTION 9.05        Execution of Supplemental Indentures.........................................  39

                                    ARTICLE X

                              Successor Corporation

  SECTION 10.01       Company May Consolidate, Etc.................................................  39
  SECTION 10.02       Successor Corporation Substituted............................................  40
  SECTION 10.03       [Intentionally Left Blank]...................................................  40
  SECTION 10.04       Evidence of Consolidation, Etc. to Trustee...................................  40

                                   ARTICLE XI

                    Satisfaction and Discharge and Defeasance

  SECTION 11.01       Satisfaction and Discharge of Indenture......................................  41
  SECTION 11.02       Defeasance and Covenant Defeasance...........................................  41
  SECTION 11.03       Deposited Moneys to be Held in Trust.........................................  43
  SECTION 11.04       Payment of Moneys Held by Paying Agents......................................  43
  SECTION 11.05       Repayment to Company.........................................................  44
  SECTION 11.06       Reinstatement................................................................  44
  SECTION 11.07       Other Coin or Currency Units.................................................  44

                                   ARTICLE XII

                Immunity of Incorporators, Stockholders, Officers
                                  and Directors

  SECTION 12.01       No Recourse..................................................................  44

                                  ARTICLE XIII

                                  Subordination

  SECTION 13.01       Agreement to Subordinate.....................................................  45
  SECTION 13.02       Liquidation; Dissolution; Bankruptcy.........................................  45
  SECTION 13.03       Default on Designated Senior Indebtedness....................................  45
  SECTION 13.04       Acceleration of Securities...................................................  46
  SECTION 13.05       When Distribution Must Be Paid Over..........................................  46
</TABLE>

                                     iii
<PAGE>
<TABLE>
<S>                                                                                                  <C>
  SECTION 13.06       Notice by the Company........................................................  47
  SECTION 13.07       Subrogation..................................................................  47
  SECTION 13.08       Relative Rights..............................................................  47
  SECTION 13.09       Subordination May Not Be Impaired by the Company.............................  48
  SECTION 13.10       Distribution or Notice to Representative.....................................  48
  SECTION 13.11       Rights of Trustee and Any Paying Agent.......................................  48
  SECTION 13.12       Authorization to Effect Subordination........................................  48

                                  ARTICLE XIV

                           Miscellaneous Provisions

  SECTION 14.01       Effect on Successors and Assigns.............................................  49
  SECTION 14.02       Actions by Successor.........................................................  49
  SECTION 14.03       Notices......................................................................  49
  SECTION 14.04       Governing Law................................................................  49
  SECTION 14.05       Treatment of Securities as Debt..............................................  49
  SECTION 14.06       Compliance Certificates and Opinions.........................................  49
  SECTION 14.07       Payments on Business Days....................................................  50
  SECTION 14.08       Conflict with Trust Indenture Act............................................  50
  SECTION 14.09       Effect of Headings and Table of Contents.....................................  51
  SECTION 14.10       Counterparts.................................................................  51
  SECTION 14.11       Separability.................................................................  51
  SECTION 14.12       Assignment...................................................................  51
</TABLE>

--------------
(1)   This Table of Contents does not constitute part of the Indenture and shall
      not have any bearing upon the interpretation of any of its terms or
      provisions.

<PAGE>

      INDENTURE, dated as of                 between Steelcase Inc., a Michigan
 corporation, and               , as Trustee:

      WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the execution and delivery of this Indenture to provide for the
issuance of unsecured subordinated debt securities (hereinafter referred to as
the "Securities"), in an unlimited aggregate principal amount to be issued from
time to time in one or more series as in this Indenture provided, as registered
Securities without coupons, to be authenticated by the certificate of the
Trustee;

      WHEREAS, to provide the terms and conditions upon which the Securities are
to be authenticated, issued and delivered, the Company has duly authorized the
execution of this Indenture; and

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

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

                                   ARTICLE I

                                   Definitions

      SECTION 1.01 Definitions of Terms. The terms defined in this Section
(except as in this Indenture otherwise expressly provided or unless the context
otherwise requires) for all purposes of this Indenture and of any indenture
supplemental hereto shall have the respective meanings specified in this Section
and shall include the plural as well as the singular. All other terms used in
this Indenture that are defined in the Trust Indenture Act (as defined herein),
or that are by reference in the Trust Indenture Act defined in the Securities
Act (as defined herein) (except as herein otherwise expressly provided or unless
the context otherwise requires), shall have the meanings assigned to such terms
in the Trust Indenture Act and in the Securities Act.

      "Authenticating Agent" means an authenticating agent with respect to all
or any of the series of Securities appointed with respect to all or any series
of the Securities by the Trustee pursuant to Section 2.10.

      "Bankruptcy Law" means Title 11, U.S. Code, or any similar federal or
state law for the relief of debtors.

      "Board of Directors" means the Board of Directors of the Company or any
committee of such Board duly authorized to act generally or in a particular
respect for the Company hereunder.


<PAGE>

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

      "Business Day" means, with respect to any series of Securities, any day
other than a Saturday, Sunday or other day on which commercial banks in The City
of New York are authorized or required by law to close.

      "Capital Lease Obligation" means, at the time any determination thereof is
to be made, the amount of the liability in respect of a capital lease that would
at that time be required to be capitalized on a balance sheet in accordance with
generally accepted accounting principles in the United States.

      "Capital Stock" means:

      (1)   in the case of a corporation, corporate stock;

      (2)   in the case of an association or business entity, any and all
shares, interests, participations, rights or other equivalents (however
designated) of corporate stock;

      (3)   in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited); and

      (4)   any other interest or participation that confers on a Person the
right to receive a share of the profits and losses of, or distributions of
assets of, the issuing Person.

      "Cash Equivalents" means:

      (1)   U.S. dollars;

      (2)   securities issued or directly and fully guaranteed or insured by the
United States government or any agency or instrumentality thereof (provided that
the full faith and credit of the United States is pledged in support thereof)
having maturities of not more than one year from the date of acquisition;

      (3)   time deposits, demand deposits, money market deposits, certificates
of deposit and eurodollar time deposits with maturities of one year or less from
the date of acquisition, bankers' acceptances with maturities not exceeding one
year from the date of acquisition and overnight bank deposits, in each case,
with any domestic commercial bank having capital and surplus in excess of $500.0
million and whose long term debt is rated "A-3" or "A-" or higher according to
Moody's Investor Service, Inc. or Standard & Poor's Rating Services (or such
similar equivalent rating by at least one nationally recognized statistical
rating organization (as defined in Rule 436 under the Securities Act));

      (4)   repurchase obligations with a term of not more than seven days for
underlying securities of the types described in clauses (2) and (3) above
entered into with any financial institution meeting the qualifications specified
in clause (3) above;

                                       2
<PAGE>

      (5)   commercial paper having the highest rating obtainable from Moody's
Investors Service, Inc. or from Standard & Poor's Rating Services and in each
case maturing within one year after the date of acquisition;

      (6)   securities issued by any state of the United States or any political
subdivision of any such state or any public instrumentality thereof maturing
within one year from the date of acquisition thereof and having the highest
rating obtainable from Moody's Investors Service, Inc. or Standard & Poor's
Rating Services; and

      (7)   money market funds at least 95% of the assets of which constitute
Cash Equivalents of the kinds described in clauses (1) through (6) of this
definition.

      "Commission" means the Securities and Exchange Commission, or any
successor agency or commission.

      "Company" means Steelcase Inc., a corporation duly organized and existing
under the laws of the State of Michigan, and, subject to the provisions of
Article X, shall also include its successors and assigns.

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

      "Custodian" means any receiver, trustee, assignee, liquidator or similar
official under any Bankruptcy Law.

      "Default" means any event, act or condition that with notice or lapse of
time, or both, would constitute an Event of Default.

      "Depositary" means, with respect to Securities of any series that the
Company shall determine will be issued as a Global Security, The Depository
Trust Company, New York, New York, another clearing agency, or any successor
registered as a clearing agency under the Exchange Act or other applicable
statute or regulation, which, in each case, shall be designated by the Company
pursuant to either Section 2.01 or 2.11.

      "Equity Interests" means Capital Stock and all warrants, options or other
rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

      "Event of Default" means, with respect to Securities of a particular
series, any event specified in Section 6.01, continued for the period of time,
if any, therein designated.

      "Exchange Act" means the Securities Exchange Act of 1934, as amended.

      "Global Security" means, with respect to any series of Securities, a
Security executed by the Company and delivered by the Trustee to the Depositary
or pursuant to the Depositary's instruction, all in accordance with the
Indenture, which shall be registered in the name of the Depositary or its
nominee.

                                       3
<PAGE>

      "Governmental Obligations" means securities that are (1) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (2) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America, the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America that, in either case, are not
callable or redeemable at the option of the issuer thereof, and shall also
include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act) as custodian with respect to any such Governmental
Obligation or a specific payment of principal of or interest on any such
Governmental Obligation held by such custodian for the account of the holder of
such depositary receipt; provided, however, that (except as required by law)
such custodian is not authorized to make any deduction from the amount payable
to the holder of such depositary receipt from any amount received by the
custodian in respect of the Governmental Obligation or the specific payment of
principal of or interest on the Governmental Obligation evidenced by such
depositary receipt.

      "Hedging Obligations" means, with respect to any specified Person, the
obligations of such Person under:

      (1)   interest rate swap agreements, interest rate cap agreements,
interest rate collar agreements and other agreements or arrangements designed
for the purpose of fixing, hedging or swapping interest rate risk;

      (2)   commodity swap agreements, commodity option agreements, forward
contracts and other agreements or arrangements designed for the purpose of
fixing, hedging or swapping commodity price risk; and

      (3)   foreign exchange contracts, currency swap agreements and other
agreements or arrangements designed for the purpose of fixing, hedging or
swapping foreign currency exchange rate risk.

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

      "Indenture" means this instrument as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into in accordance with the terms hereof and, with respect to any Security, by
the terms of such Security (as such terms may be amended pursuant to the
applicable provisions hereof).

      "Interest Payment Date," when used with respect to any installment of
interest on a Security of a particular series, means the date specified in such
Security, in a Board Resolution or in an indenture supplemental hereto with
respect to such series as the fixed date on which an installment of interest
with respect to Securities of that series is due and payable.

      "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any indebtedness.

                                       4
<PAGE>

      "Officers' Certificate" means a certificate signed by the Chairman of the
Board of Directors, Chief Executive Officer, President or a Vice President and
by the Chief Financial Officer, Treasurer or an Assistant Treasurer, or the
Controller or an Assistant Controller, or the Secretary or an Assistant
Secretary of the Company that is delivered to the Trustee in accordance with the
terms hereof. Each such certificate shall include the statements provided for in
Section 14.06, if and to the extent required by the provisions thereof.

      "Opinion of Counsel" means an opinion in writing of legal counsel, who may
be an employee of or counsel for the Company, that is delivered to the Trustee
in accordance with the terms hereof. Each such opinion shall include the
statements provided for in Section 14.06, if and to the extent required by the
provisions thereof.

      "Outstanding," when used with reference to Securities of any series,
means, subject to the provisions of Section 8.04, as of any particular time, all
Securities of that series theretofore authenticated and delivered by the Trustee
under this Indenture, except (1) Securities theretofore cancelled by the Trustee
or any paying agent, or delivered to the Trustee or any paying agent for
cancellation, (2) Securities or portions thereof for the payment or redemption
of which moneys or Governmental Obligations in the necessary amount shall have
been deposited pursuant hereto in trust with the Trustee or with any paying
agent (other than the Company) or shall have been set aside and segregated in
trust by the Company (if the Company shall act as its own paying agent) for the
holders of such Securities; provided, however, that if such Securities or
portions of such Securities are to be redeemed prior to the maturity thereof,
notice of such redemption shall have been given as provided in Article III, or
provision satisfactory to the Trustee shall have been made for giving such
notice, and (3) Securities in lieu of or in substitution for which other
Securities shall have been authenticated and delivered pursuant to the terms of
Section 2.07.

      "Payment Blockage Notice" has the meaning set forth in Section 13.03(b).

      "Permitted Junior Securities" means:

      (1)   Equity Interests in the Company; and

      (2)   debt securities of the Company or any other business entity provided
for by a plan of reorganization that are subordinated to all Senior Indebtedness
and any debt securities issued in exchange for Senior Indebtedness to
substantially the same extent as, or to a greater extent than, the Securities
are subordinated to Senior Indebtedness under this Indenture.

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

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

      "Registrar" has the meaning set forth in Section 2.05(b).

                                       5
<PAGE>

      "Representative" means the trustee, agent or representative for any Senior
Indebtedness.

      "Responsible Officer" when used with respect to the Trustee means any
officer assigned to administer corporate trust matters or to whom any corporate
trust matter is referred because of his or her knowledge of and familiarity with
the particular subject.

      "Securities" means the debt Securities authenticated and delivered under
this Indenture.

      "Securities Act" means the Securities Act of 1933, as amended.

      "Securityholder," "Holder," "holder of Securities," "registered holder,"
or other similar term, means the Person or Persons in whose name or names a
particular Security shall be registered on the books of the Company kept for
that purpose in accordance with the terms of this Indenture.

      "Security Register" has the meaning set forth in Section 2.05(b).

      "Senior Indebtedness" includes all of the Company's obligations, as
amended or renewed, to pay principal, premium, interest, penalties, fees and
other charges:

      (1)   in respect of borrowed money;

      (2)   in the form of debt securities, debentures, bonds or similar
instruments, including obligations incurred in connection with the Company's
purchase of property, assets or businesses;

      (3)   in respect of Capital Lease Obligations;

      (4)   evidenced by letters of credit (or reimbursement agreements in
respect thereof), bankers' acceptances or similar credit transactions;

      (5)   issued or assumed in the form of a deferred purchase price of
property or services;

      (6)   representing Hedging Obligations;

      (7)   pursuant to the Company's guarantee of the obligations listed in
clauses (1) through (6) hereof of another entity; or

      (8)   to satisfy the expenses and fees of the Trustee under this
Indenture.

      The amount of any Senior Indebtedness outstanding as of any date shall be
the outstanding balance at such date of all unconditional obligations as
described above and, with respect to contingent obligations, the maximum
liability upon the occurrence of the contingency giving rise to the obligation,
and shall be:

                                       6
<PAGE>

      (1)   the accreted value thereof, in the case of any Senior Indebtedness
issued with original issue discount; and

      (2)   the principal amount thereof, in the case of any other Senior
Indebtedness;

      provided that Senior Indebtedness shall not include:

      (i)   any indebtedness of the Company to any of its Subsidiaries;

      (ii)  any indebtedness which, by its terms or the terms of the instrument
creating or evidencing it, expressly provides that such indebtedness has a
subordinate or equal right to payment with the Securities;

      (iii) any indebtedness incurred in the form of trade accounts payable or
accrued liabilities arising in the ordinary course of the Company's business;

      (iv)  any liability for federal, state, local or other taxes; and

      (v)   the portion of indebtedness that is incurred in violation of this
Indenture.

      Senior Indebtedness shall continue to be Senior Indebtedness and shall be
entitled to the benefits of the subordination provisions of Article XIII
irrespective of any amendment, modification or waiver of any term of the Senior
Indebtedness.

      "Subsidiary" means (1) any corporation at least a majority of whose
outstanding Voting Stock shall at the time be owned, directly or indirectly, by
the Company, or by one or more of the Subsidiaries or by the Company and one or
more of the Subsidiaries and (2) any general partnership, limited liability
company, joint venture or similar entity, at least a majority of whose
outstanding partnership or similar interests shall at the time be owned by the
Company, by one or more of the Subsidiaries or by the Company and one or more of
the Subsidiaries.

      "Transfer" of any Security encompasses any sale, pledge, transfer,
hypothecation or other disposition or any interest therein.

      "Trustee" means , and, subject to the provisions of Article VII, shall
also include its successors and assigns, and, if at any time there is more than
one Person acting in such capacity hereunder, "Trustee" shall mean each such
Person. The term "Trustee" as used with respect to a particular series of the
Securities shall mean the trustee with respect to that series.

      "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended.

      "Voting Stock," as applied to stock of any Person, means shares,
interests, participations or other equivalents in the equity interest (however
designated) in such Person having ordinary voting power for the election of a
majority of the directors (or the equivalent) of such Person, other than shares,
interests, participations or other equivalents having such power only by reason
of the occurrence of a contingency.

                                       7
<PAGE>

                                   ARTICLE II

                      Issue, Description, Terms, Execution,
                     Registration and Exchange of Securities

      SECTION 2.01 Designation and Terms of Securities. (a) The aggregate
principal amount of Securities that may be authenticated and delivered under
this Indenture is unlimited. The Securities may be issued in one or more series
up to the aggregate principal amount of Securities of that series from time to
time authorized by or pursuant to a Board Resolution or pursuant to one or more
indentures supplemental hereto. Prior to the initial issuance of Securities of
any series, there shall be established in or pursuant to a Board Resolution, and
set forth in an Officers' Certificate, or established in one or more indentures
supplemental hereto:

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

            (2)   any limit upon the aggregate principal amount of the
Securities of that 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 that
series);

            (3)   the date or dates on which the principal of the Securities of
the series is payable;

            (4)   the place or places where payments will be made;

            (5)   the rate or rates at which the Securities of the series shall
bear interest or the manner of calculation of such rate or rates, if any;

            (6)   the date or dates from which such interest shall accrue, the
Interest Payment Dates on which such interest will be payable or the manner of
determination of such Interest Payment Dates and the record date for the
determination of holders to whom interest is payable on any such Interest
Payment Dates;

            (7)   the right, if any, to extend the interest payment periods and
the duration of such extension;

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

            (9)   the obligation, if any, of the Company to redeem or purchase
Securities of the series pursuant to any sinking fund or analogous provisions
(including payments made in cash in participation of future sinking fund
obligations) or at the option of a holder thereof and the period or periods
within which, the price or prices at which, and the terms and conditions upon
which, Securities of the series shall be redeemed or purchased, in whole or in
part, pursuant to such obligation;

                                       8
<PAGE>

            (10)  the form of the Securities of the series including the form of
the certificate of authentication for such series;

            (11)  if other than denominations of one thousand U.S. dollars
($1,000) or any integral multiple thereof, the denominations in which the
Securities of the series shall be issuable;

            (12)  any and all other terms with respect to such series (which
terms shall not be inconsistent with the terms of this Indenture), including any
terms which may be required by or advisable under any laws or regulations or
advisable in connection with the marketing of Securities of that series;

            (13)  whether the Securities are issuable as Global Securities and,
in such case, the identity for the Depositary for such series;

            (14)  if other than the principal amount thereof, the portion of the
principal amount of Securities of the series which shall be payable upon
declaration of acceleration of the maturity thereof pursuant to Section 6.01;

            (15)  any additional or different Events of Default or restrictive
covenants provided for with respect to the Securities of the series;

            (16)  any provisions granting special rights to holders when a
specified event occurs;

            (17)  if other than such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public or
private debts, the coin or currency or currency unit in which payment of the
principal of, or premium, if any, or interest on the Securities of the series
shall be payable;

            (18)  whether the subordination provisions contained in Article XIII
or different subordination provisions will apply to the Securities of the
series; and

            (19)  the application, if any, of Section 11.02.

      All Securities of any one series shall be substantially identical except
as to denomination and except as may otherwise be provided in or pursuant to any
such Board Resolution or in any indentures supplemental hereto pertaining to
such series of Securities.

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

      SECTION 2.02 Form of Securities and Trustee's Certificate. The Securities
of any series and the Trustee's certificate of authentication to be borne by
such Securities shall be substantially of the tenor and purport as set forth in
one or more indentures supplemental hereto or as provided in a Board Resolution
and as set forth in an Officers' Certificate and may have

                                       9
<PAGE>

such letters, numbers or other marks of identification or designation and such
legends or endorsements printed, lithographed or engraved thereon as the Company
may deem appropriate and as are not inconsistent with the provisions of this
Indenture, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any stock
exchange on which Securities of that series may be listed, or to conform to
usage.

      SECTION 2.03 Denominations; Provisions for Payment. The Securities shall
be issuable, except as otherwise provided with respect to any series of
Securities pursuant to Section 2.01, as registered Securities in the
denominations of one thousand U.S. dollars ($1,000) or any integral multiple
thereof, subject to Sections 2.01(11) and 2.01(17). The Securities of a
particular series shall bear interest payable on the dates and at the rate
specified with respect to that series. Unless otherwise provided as contemplated
by Section 2.01 with respect to any series of Securities, the principal of and
the interest on the Securities of any series, as well as any premium thereon in
case of redemption thereof prior to maturity, shall be payable in the coin or
currency of the United States of America that at the time is legal tender for
public and private debt. Such payment shall be made at the office or agency of
the Company maintained for that purpose in the Borough of Manhattan, the City
and State of New York. Each Security shall be dated the date of its
authentication. Unless otherwise provided as contemplated by Section 2.01,
interest on the Securities shall be computed on the basis of a 360-day year
composed of twelve 30-day months.

      The interest installment on any Security that is payable, and is
punctually paid or duly provided for, on any Interest Payment Date for
Securities of that series shall be paid to the Person in whose name said
Security (or one or more predecessor Securities) is registered at the close of
business on the regular record date for such interest installment. In the event
that any Security of a particular series or portion thereof is called for
redemption and the redemption date is subsequent to a regular record date with
respect to any Interest Payment Date and prior to such Interest Payment Date,
interest on such Security will be paid upon presentation and surrender of such
Security as provided in Section 3.03.

      Any interest on any Security that is payable, but is not punctually paid
or duly provided for, on any Interest Payment Date for Securities of the same
series (herein called "Defaulted Interest") shall forthwith cease to be payable
to the registered holder on the relevant regular record date by virtue of having
been such holder, and such Defaulted Interest shall be paid by the Company, at
its election, as provided in clause (1) or clause (2) below:

            (1)   The Company may make payment of any Defaulted Interest on
      Securities to the Persons in whose names such 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 such Security 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

                                       10
<PAGE>

      fix a special record date for the payment of such Defaulted Interest which
      shall not be 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 therefor to be mailed,
      first class postage prepaid, to each Securityholder at his or her 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 shall be paid to the Persons in whose
      names such Securities (or their respective predecessor Securities) are
      registered on such special record date and shall be no longer payable
      pursuant to the following clause (2).

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

      Unless otherwise set forth in a Board Resolution or one or more indentures
supplemental hereto establishing the terms of any series of Securities pursuant
to Section 2.01 hereof, the term "regular record date" as used in this Section
with respect to a series of Securities with respect to any Interest Payment Date
for such series shall mean (i) either the fifteenth day of the month immediately
preceding the month in which an Interest Payment Date established for such
series pursuant to Section 2.01 hereof shall occur, if such Interest Payment
Date is the first day of a month or (ii) the last day of the month immediately
preceding the month in which an Interest Payment Date established for such
series pursuant to Section 2.01 hereof shall occur, if such Interest Payment
Date is the fifteenth day of a month, whether or not such date is a Business
Day.

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

      SECTION 2.04 Execution and Authentications. The Securities shall be signed
on behalf of the Company by its Chairman of the Board of Directors, Chief
Executive Officer, President or one of its Vice Presidents, together with its
Chief Financial Officer, Treasurer or any of its Assistant Treasurers, or its
Controller or any of its Assistant Controllers, or its Secretary or any of its
Assistant Secretaries. Such signatures may be the manual or facsimile signatures
of the present or any future such officers. In case any such officer who shall
have signed any of the Securities shall cease to be such officer before the
Security so signed shall be authenticated and delivered by the Trustee or
disposed of by the Company, such Security nevertheless may be authenticated and
delivered or disposed of as though the Person who signed such Security had not
ceased to be such officer of the Company; and any Security may be signed on
behalf of the Company by such Persons as, at the actual date of the execution of
such

                                       11
<PAGE>

Security, 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. The Securities may contain such notations, legends or endorsements
required by law, stock exchange rule or usage. Each Security shall be dated the
date of its authentication by the Trustee.

      A Security shall not be valid until authenticated manually by an
authorized signatory of the Trustee, or by an Authenticating Agent. Such
signature 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.

      At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a written order of the
Company for the authentication and delivery of such Securities, signed by its
Chairman of the Board of Directors, Chief Executive Officer, President or any
Vice President and its Treasurer or any Assistant Treasurer, or its Controller
or any Assistant Controller or its Secretary or any Assistant Secretary, and the
Trustee in accordance with such written order shall authenticate and deliver
such Securities.

      In authenticating such Securities and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be provided, and (subject to the Trustee's Compliance with Section
7.01) shall be fully protected in relying upon, an Officers' Certificate and an
Opinion of Counsel each stating that the form and terms thereof have been
established in conformity with the provisions of this Indenture.

      SECTION 2.05 Registration of Transfer and Exchange. (a) Securities of any
series may be exchanged upon presentation thereof at the office or agency of the
Company designated for such purpose in the Borough of Manhattan, the City and
State of New York, for other Securities of such series of authorized
denominations, and for a like aggregate principal amount, upon payment of a sum
sufficient to cover any tax or other governmental charge in relation thereto,
all as provided in this Section. In respect of any Securities so surrendered for
exchange, the Company shall execute, the Trustee shall authenticate and such
office or agency shall deliver in exchange therefor the Security or Securities
of the same series that the Securityholder making the exchange shall be entitled
to receive, bearing numbers not contemporaneously outstanding.

            (b) The Company shall keep, or cause to be kept, at its office or
agency designated for such purpose in the Borough of Manhattan, the City and
State of New York, or such other location designated by the Company a register
or registers (herein referred to as the "Security Register") in which, subject
to such reasonable regulations as it may prescribe, the Company shall register
the Securities and the transfers of Securities as in this Article provided and
which at all reasonable times shall be open for inspection by the Trustee. The
registrar for the purpose of registering Securities and transfer of Securities
as herein provided shall be appointed as authorized by Board Resolution or as
established in one or more indentures supplemental hereto (the "Registrar").

      Upon surrender for transfer of any Security at the office or agency of the
Company designated for such purpose, the Company shall execute, the Trustee
shall authenticate

                                       12
<PAGE>

and such office or agency shall deliver in the name of the transferee or
transferees a new Security or Securities of the same series as the Security
presented for a like aggregate principal amount.

      All Securities presented or surrendered for exchange or registration of
transfer, as provided in this Section, shall be accompanied (if so required by
the Company or the Registrar) by a written instrument or instruments of
transfer, in form satisfactory to the Company or the Registrar, duly executed by
the registered holder or by such holder's duly authorized attorney in writing.

            (c) No service charge shall be made for any exchange or registration
of transfer of Securities, or issue of new Securities in case of partial
redemption of any series, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge in relation thereto,
other than exchanges pursuant to Section 2.06, paragraph (b) of Section 3.03 and
Section 9.04 not involving any transfer, if applicable.

            (d) The Company shall not be required (i) to issue, exchange or
register the transfer of any Securities during a period beginning at the opening
of business 15 days before the day of the mailing of a notice of redemption of
less than all the Outstanding Securities of the same series and ending at the
close of business on the day of such mailing, nor (ii) to register the transfer
of or exchange any Securities of any series or portions thereof called for
redemption.

      The provisions of this Section 2.05 are, with respect to any Global
Security, subject to Section 2.11 hereof.

      SECTION 2.06 Temporary Securities. Pending the preparation of definitive
Securities of any series, the Company may execute, and the Trustee shall
authenticate and deliver, temporary Securities in lieu thereof (printed,
lithographed or typewritten) in any authorized denomination. Such temporary
Securities shall be substantially in the form of the definitive Securities in
lieu of which they are issued, but with such omissions, insertions and
variations as may be appropriate for temporary Securities, all as may be
determined by the Company. Every temporary Security of any series 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 of such series. Without unnecessary delay, the Company
will execute and will furnish definitive Securities of such series and thereupon
any or all temporary Securities of such series may be surrendered in exchange
therefor (without charge to the holders), at the office or agency of the Company
designated for the purpose in the Borough of Manhattan, the City and State of
New York, and the Trustee shall authenticate and such office or agency shall
deliver in exchange for such temporary Securities an equal aggregate principal
amount of definitive Securities of such series, unless the Company advises the
Trustee to the effect that definitive Securities need not be executed and
furnished until further notice from the Company. Until so exchanged, the
temporary Securities of such series shall be entitled to the same benefits under
this Indenture as definitive Securities of such series authenticated and
delivered hereunder.

      SECTION 2.07 Mutilated, Destroyed, Lost or Stolen Securities. In case any
temporary or definitive Security shall become mutilated or be destroyed, lost or
stolen, the Company (subject to the next succeeding sentence) shall execute, and
upon the Company's

                                       13
<PAGE>

request the Trustee (subject as aforesaid) shall authenticate and deliver, a new
Security of the same series, bearing a number not contemporaneously outstanding,
in exchange and substitution for the mutilated Security, or in lieu of and in
substitution for the Security so destroyed, lost or stolen. In every case the
applicant for a substituted Security shall furnish to the Company and the
Trustee such security or indemnity as may be required by the Company and the
Trustee 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
evidence to their satisfaction of the destruction, loss or theft of the
applicant's Security and of the ownership thereof. The Trustee shall
authenticate any such substituted Security and deliver the same upon the written
request or authorization of any officer of the Company. Upon the issuance of any
substituted 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 that has matured or is about to mature
shall become mutilated 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 Security) if the
applicant for such payment shall furnish to the Company and the Trustee such
security or indemnity as the Company and the Trustee may require to save them
harmless, and, in case of destruction, loss or theft, evidence to the
satisfaction of the Company and the Trustee of the destruction, loss or theft of
such Security and of the ownership thereof.

      Every replacement Security issued pursuant to the provisions of this
Section shall constitute an additional contractual obligation of the Company
whether or not the mutilated, destroyed, lost or stolen Security shall be found
at any time, or be enforceable by anyone, and shall be entitled to all the
benefits of this Indenture equally and proportionately with any and all other
Securities of the same series duly issued hereunder. All Securities shall be
held and owned upon the express condition that the foregoing provisions are
exclusive with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities, and shall preclude (to the extent lawful) 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 2.08 Cancellation. Securities surrendered for the purpose of
payment, redemption, exchange or registration of transfer shall, if surrendered
to the Company or any paying agent, be delivered to the Trustee for
cancellation, or, if surrendered to the Trustee, shall be cancelled by it, and
no Securities shall be issued in lieu thereof except as expressly required or
permitted by any of the provisions of this Indenture. On request of the Company
at the time of such surrender, the Trustee shall deliver to the Company
cancelled Securities held by the Trustee. In the absence of such request the
Trustee may dispose of cancelled Securities in accordance with its standard
procedures and deliver a certificate of disposition to the Company. If the
Company shall otherwise acquire any of the Securities, however, such acquisition
shall not operate as a redemption or satisfaction of the indebtedness
represented by such Securities unless and until the same are delivered to the
Trustee for cancellation.

      SECTION 2.09 Benefits of Indenture. Nothing in this Indenture or in the
Securities, express or implied, shall give or be construed to give to any
Person, other than the parties hereto and the holders of the Securities, any
legal or equitable right, remedy or claim

                                       14
<PAGE>

under or in respect of this Indenture, or under any covenant, condition or
provision herein contained; all such covenants, conditions and provisions being
for the sole benefit of the parties hereto and of the holders of the Securities.

      SECTION 2.10 Authenticating Agent. So long as any of the Securities of any
series remain Outstanding there may be an Authenticating Agent for any or all
such series of Securities which the Trustee shall have the right to appoint.
Said Authenticating Agent shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon exchange, transfer or partial
redemption thereof, and Securities so authenticated shall be entitled to the
benefits of this Indenture and shall be valid and obligatory for all purposes as
if authenticated by the Trustee hereunder. All references in this Indenture to
the authentication of Securities by the Trustee shall be deemed to include
authentication by an Authenticating Agent for such series. Each Authenticating
Agent shall be acceptable to the Company and shall be a corporation that has a
combined capital and surplus, as most recently reported or determined by it,
sufficient under the laws of any jurisdiction under which it is organized or in
which it is doing business to conduct a trust business, and that is otherwise
authorized under such laws to conduct such business and is subject to
supervision or examination by federal or state authorities. If at any time any
Authenticating Agent shall cease to be eligible in accordance with these
provisions, it shall resign immediately.

      Any Authenticating Agent may at any time resign by giving written notice
of resignation to the Trustee and to the Company. The Trustee may at any time
(and upon request by the Company shall) terminate the agency of any
Authenticating Agent by giving written notice of termination to such
Authenticating Agent and to the Company. Upon resignation, termination or
cessation of eligibility of any Authenticating Agent, the Trustee may appoint an
eligible successor Authenticating Agent acceptable to the Company. Any successor
Authenticating Agent, upon acceptance of its appointment hereunder, shall become
vested with all the rights, powers and duties of its predecessor hereunder as if
originally named as an Authenticating Agent pursuant hereto.

      SECTION 2.11 Global Securities. (a) If the Company shall establish
pursuant to Section 2.01 that the Securities of a particular series are to be
issued as one or more Global Securities, then the Company shall execute and the
Trustee shall, in accordance with Section 2.04, authenticate and deliver, one or
more Global Securities that (i) shall represent, and shall be denominated in an
amount equal to the aggregate principal amount of, all of the Outstanding
Securities of such series, (ii) shall be registered in the name of the
Depositary or its nominee, (iii) shall be delivered by the Trustee to the
Depositary or pursuant to the Depositary's instruction and (iv) shall bear a
legend substantially to the following effect: "Except as otherwise provided in
Section 2.11 of the Indenture, this Security may be transferred, in whole but
not in part, only to another nominee of the Depositary or to a successor
Depositary selected and approved by the Company or to a nominee of such
successor Depositary."

            (b) Notwithstanding the provisions of Section 2.05, a Global
Security of a series may be transferred, in whole but not in part and in the
manner provided in Section 2.05, only to another nominee of the Depositary for
such series, or to a successor Depositary for such series selected or approved
by the Company or to a nominee of such successor Depositary.

                                       15
<PAGE>

            (c) If (1) at any time the Depositary for a series of the Securities
notifies the Company that it is unwilling or unable to continue as Depositary
for such series or if at any time the Depositary for such series shall no longer
be registered or in good standing under the Exchange Act, or other applicable
statute or regulation, and a successor Depositary 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, or (2) an Event of
Default has occurred and is continuing, then, this Section 2.11 shall no longer
be applicable to the Securities of such series and the Company will execute, and
subject to Section 2.04, the Trustee will authenticate and deliver the
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 Global Security or Securities of such series in exchange
for such Global Security or Securities. In addition, the Company may at any time
determine that the Securities of any series shall no longer be represented by a
Global Security or Securities and that the provisions of this Section 2.11 shall
no longer apply to the Securities of such series. In such event the Company will
execute and, subject to Section 2.05, the Trustee, upon receipt of an Officers'
Certificate evidencing such determination by the Company, will authenticate and
deliver the 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 Global Security or Securities of such series in
exchange for such Global Security or Securities. Upon the exchange of the Global
Security or Securities for such Securities in definitive registered form without
coupons, in authorized denominations, the Global Security or Securities shall be
cancelled by the Trustee. Such Securities in definitive registered form issued
in exchange for the Global Security or Securities pursuant to this Section
2.11(c) shall be registered in such names and in such authorized denominations
as the Depositary, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee. The Trustee shall deliver
such Securities to the Depositary for delivery to the Persons in whose names
such Securities are so registered.

                                  ARTICLE III

              Redemption of Securities and Sinking Fund Provisions

      SECTION 3.01 Redemption. The Company may redeem the Securities of any
series issued hereunder on and after the dates and in accordance with the terms
established for such series pursuant to Section 2.01 hereof and this Article.

      SECTION 3.02 Notice of Redemption. (a) In case the Company shall desire to
exercise such right to redeem all or, as the case may be, a portion of the
Securities of any series in accordance with the right reserved so to do, the
Company shall, or shall cause the Trustee to, give notice of such redemption to
holders of the Securities of such series to be redeemed by mailing, first class
postage prepaid, a notice of such redemption not less than 30 days but not more
than 60 days before the date fixed for redemption of that series to such holders
at their last addresses as they shall appear in the Security Register unless a
shorter period is specified in the Securities to be redeemed. Any notice that is
mailed in the manner herein provided shall be conclusively presumed to have been
duly given, whether or not the registered holder receives the notice. In any
case, failure duly to give such notice to the holder of any Security of any
series designated for redemption in whole or in part, or any defect in the
notice, shall not affect the validity of the proceedings for the redemption of
any other Securities of such

                                       16
<PAGE>

series or any other series. In the case of any redemption of Securities prior to
the expiration of any restriction on such redemption provided in the terms of
such Securities or elsewhere in this Indenture, the Company shall furnish the
Trustee with an Officers' Certificate evidencing compliance with any such
restriction.

      Each such notice of redemption shall specify the date fixed for redemption
and the redemption price at which Securities of that series are to be redeemed,
and shall state (i) that payment of the redemption price of such Securities to
be redeemed will be made at the office or agency of the Company in the Borough
of Manhattan, the City and State of New York, upon presentation and surrender of
such Securities, (ii) that interest accrued and unpaid to the date fixed for
redemption will be paid as specified in said notice, (iii) that from and after
said date interest will cease to accrue and (iv) that the redemption is for a
sinking fund, if such is the case. If less than all the Securities of a series
are to be redeemed, the notice to the holders of Securities of that series to be
redeemed in whole or in part shall specify the particular Securities to be so
redeemed. In case any Security is to be redeemed in part only, the notice that
relates to such Security shall state the portion of the principal amount thereof
to be redeemed, and shall state that on and after the redemption date, upon
surrender of such Security, a new Security or Securities of such series in
principal amount equal to the unredeemed portion thereof will be issued.

            (b)   If less than all the Securities of a series are to be
redeemed, the Company shall give the Trustee at least 45 days' notice (or such
shorter notice as shall be acceptable to the Trustee) in advance of the date
fixed for redemption as to the aggregate principal amount of Securities of the
series to be redeemed, and thereupon the Trustee shall select, in such manner as
it shall deem appropriate and fair in its discretion, the Securities (or
portions thereof) of such series to be redeemed and shall thereafter promptly
notify the Company in writing of the numbers of the Securities to be redeemed,
in whole or in part. Unless otherwise provided in an Officers' Certificate or
supplemental indenture provided for in Section 2.01, no Security of a
denomination of $1,000 shall be redeemed in part and Securities may be redeemed
in part only in integral multiples of $1,000.

      The Company may, if and whenever it shall so elect, by delivery of
instructions signed on its behalf by its Chairman of the Board of Directors,
Chief Executive Officer, President or any Vice President, instruct the Trustee
or any paying agent to call all or any part of the Securities of a particular
series for redemption and to give notice of redemption in the manner set forth
in this Section, such notice to be in the name of the Company or its own name as
the Trustee or such paying agent may deem advisable. In any case in which notice
of redemption is to be given by the Trustee or any such paying agent, the
Company shall deliver or cause to be delivered to, or permit to remain with, the
Trustee or such paying agent, as the case may be, such Security Register,
transfer books or other records, or suitable copies or extracts therefrom,
sufficient to enable the Trustee or such paying agent to give any notice by mail
that may be required under the provisions of this Section.

      SECTION 3.03 Payment Upon Redemption. (a) If the giving of notice of
redemption shall have been completed as above provided, the Securities or
portions of Securities of the series to be redeemed 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

                                       17
<PAGE>

accrued and unpaid to the date fixed for redemption and interest on such
Securities or portions of Securities shall cease to accrue on and after the date
fixed for redemption, unless the Company shall default in the payment of such
redemption price and accrued interest with respect to any such Security or
portion thereof. On presentation and surrender of such Securities on or after
the date fixed for redemption at the place of payment specified in the notice,
said Securities shall be paid and redeemed at the applicable redemption price
for such series, together with interest accrued thereon to the date fixed for
redemption (but if the date fixed for redemption is an Interest Payment Date,
the interest installment payable on such date shall be payable to the registered
holder at the close of business on the applicable record date pursuant to
Section 2.03).

            (b) Upon presentation of any Security of such series that is to be
redeemed in part only, the Company shall execute and the Trustee shall
authenticate and the office or agency where the Security is presented shall
deliver to the holder thereof, at the expense of the Company, a new Security of
the same series of authorized denominations in principal amount equal to the
unredeemed portion of the Security so presented.

      SECTION 3.04 Sinking Fund. The provisions of Sections 3.04, 3.05 and 3.06
shall be applicable to any sinking fund for the retirement of Securities of a
series, except as otherwise specified as contemplated by Section 2.01 for
Securities of such series.

      The minimum amount of any sinking fund payment provided for by the terms
of Securities of any series is herein referred to as a "mandatory sinking fund
payment," and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "optional sinking
fund payment." If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 3.05. Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of Securities of such
series.

      SECTION 3.05 Satisfaction of Sinking Fund Payments with Securities. The
Company (i) may deliver Outstanding Securities of a series (other than any
Securities previously called for redemption) and (ii) may apply as a credit
Securities of a series that have been redeemed either at the election of the
Company pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of such series required to be made
pursuant to the terms of such Securities as provided for by the terms of such
series, provided that such Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at the
redemption price specified in such Securities for redemption through operation
of the sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.

      SECTION 3.06 Redemption of Securities for Sinking Fund. Not less than 45
days prior to each sinking fund payment date for any series of Securities, the
Company will deliver to the Trustee an Officers' Certificate specifying the
amount of the next ensuing sinking fund payment for that series pursuant to the
terms of the series, the portion thereof, if any, that is to be satisfied by
delivering and crediting Securities of that series pursuant to Section 3.05 and
the basis for such credit and will, together with such Officers' Certificate,
deliver to the Trustee any Securities to be so delivered. Not less than 30 days
before each such sinking fund payment

                                       18
<PAGE>

date the Trustee shall select the Securities to be redeemed upon such sinking
fund payment date in the manner specified in Section 3.02 and cause notice of
the redemption thereof to be given in the name of and at the expense of the
Company in the manner provided in Section 3.02. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in the
manner stated in Section 3.03.

                                   ARTICLE IV

                                Certain Covenants

      SECTION 4.01 Payment of Principal, Premium and Interest. The Company shall
duly and punctually pay or cause to be paid (in the currency or currency unit in
which the Securities of such series are payable) the principal of and premium,
if any, on the Securities, and the interest which shall have accrued thereon, at
the time and place and in the manner provided in the Securities and in this
Indenture.

      SECTION 4.02 Maintenance of Office or Agency. So long as any series of the
Securities remain Outstanding, the Company agrees to maintain an office or
agency in the Borough of Manhattan, the City and State of New York, with respect
to each such series and at such other location or locations as may be designated
as provided in this Section 4.02, where (i) Securities of that series may be
presented for payment, (ii) Securities of that series may be presented as
hereinabove authorized for registration of transfer and exchange, and (iii)
notices and demands to or upon the Company in respect of the Securities of that
series and this Indenture may be given or served, such designation to continue
with respect to such office or agency until the Company shall, by written notice
signed by its Chairman of the Board of Directors, Chief Executive Officer,
President or a Vice President and delivered to the trustee, designate some other
office or agency for such purposes or any of them. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, notices and
demands may be made or served at the Corporate Trust Office of the Trustee, and
the Company hereby appoints the Trustee as its agent to receive all such
presentations, notices and demands in such case.

      SECTION 4.03 Paying Agents. (a) If the Company shall appoint one or more
paying agents for all or any series of the Securities, other than the Trustee,
the Company will cause each 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:

                  (1)   that it will hold all sums held by it as such agent for
      the payment of the principal of (and premium, if any) or interest on the
      Securities of that series (whether such sums have been paid to it by the
      Company or by any other obligor of such Securities) in trust for the
      benefit of the Persons entitled thereto;

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

                                       19
<PAGE>

                  (3)   that it will, at any time during the continuance of any
      failure referred to in the preceding paragraph (a)(2) above, upon the
      written request of the Trustee, forthwith pay to the Trustee all sums so
      held in trust by such paying agent; and

                  (4)   that it will perform all other duties of paying agent as
      set forth in this Indenture.

            (b) If the Company shall act as its own paying agent with respect to
any series of the Securities, it will on or before each due date of the
principal of (and premium, if any) or interest on Securities of that series, set
aside, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay such principal (and premium, if any) or interest
so becoming due on Securities of that series until such sums shall be paid to
such Persons or otherwise disposed of as herein provided and will promptly
notify the Trustee of such action, or any failure (by it or any other obligor on
such Securities) to take such action. Whenever the Company shall have one or
more paying agents for any series of Securities, it will, prior to each due date
of the principal of (and premium, if any) or interest on any Securities of that
series, deposit with the paying agent a sum sufficient to pay the principal (an
premium, if any) or interest so becoming due, such sum to be held in trust for
the benefit of the Persons entitled to such principal, premium or interest, and
(unless such paying agent is the Trustee) the Company will promptly notify the
Trustee of this action or failure so to act.

            (c) Notwithstanding anything in this Section to the contrary, (i)
the agreement to hold sums in trust as provided in this Section is subject to
the provisions of Section 11.05, and (ii) the Company may at any time, for the
purpose of obtaining the satisfaction and discharge of this Indenture or for any
other purpose, pay, or direct any paying agent to pay, to the Trustee all sums
held in trust by the Company or such paying agent, such sums to be held by the
Trustee upon the same terms and conditions as those upon which such sums were
held by the Company or such paying agent; and, upon such payment by any paying
agent to the Trustee, such paying agent shall be released from all further
liability with respect to such money.

      SECTION 4.04 Appointment to Fill 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 7.10, a Trustee, so that there
shall at all times be a Trustee hereunder.

                                   ARTICLE V

                       Securityholders' Lists and Reports
                         by the Company and the Trustee

      SECTION 5.01 Company to Furnish Trustee Names and Addresses of
Securityholders. The Company shall furnish or cause to be furnished to the
Trustee (a) not more than 15 days after each regular record date (as defined in
Section 2.03) a list, in such form as the Trustee may reasonably require, of the
names and addresses of the holders of each series of Securities as of such
regular record date, provided that the Company shall not be obligated to furnish
or cause to furnish such list at any time that the list shall not differ in any
respect from the most recent list furnished to the Trustee by the Company and
(b) at such other times as the

                                       20
<PAGE>

Trustee may request in writing within 30 days after the receipt by the Company
of any such request, a list of similar form and content as of a date not more
than 15 days prior to the time such list is furnished; provided, however, that,
in either case, no such list need be furnished for any series for which the
Trustee shall be the Registrar.

      SECTION 5.02 Preservation Of Information; Communications With
Securityholders. (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 Securities contained in the most recent list furnished to it as
provided in Section 5.01 and as to the names and addresses of holders of
Securities received by the Trustee in its capacity as Registrar (if acting in
such capacity).

            (b) The Trustee may destroy any list furnished to it as provided in
Section 5.01 upon receipt of a new list so furnished.

            (c) Securityholders may communicate as provided in Section 312(b) of
the Trust Indenture Act with other Securityholders with respect to their rights
under this Indenture or under the Securities.

      SECTION 5.03 Reports by the Company. (a) The Company will file with the
Trustee, within 30 days after the Company is required to file the same with the
Commission, copies of the annual reports and of the information, documents and
other reports (or copies of such portions of any of the foregoing as the
Commission may from time to time by rules and regulations prescribe) that the
Company may be required to file with the Commission pursuant to Section 13 or
Section 15(d) of the Exchange Act; 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 the rules and
regulations prescribed from time to time by the Commission, if any, such of the
supplementary and periodic information, documents and reports that may be
required pursuant to Section 13 of the Exchange Act, in respect of a security
listed and registered on a national securities exchange as may be prescribed
from time to time in such rules and regulations.

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

            (c) The Company will transmit by mail, first class postage prepaid,
or reputable over-night delivery service that provides for evidence of receipt,
to the Securityholders, as their names and addresses appear upon the Security
Register or as otherwise provided for in Section 313(c) of the Trust Indenture
Act, within 30 days after the filing thereof with the Trustee (unless some other
time shall be fixed by the Commission), copies or summaries of any information,
documents and reports required to be filed by the Company pursuant to
subsections (a) and (b) of this Section as may be required by rules and
regulations prescribed from time to time by the Commission.

                                       21
<PAGE>

      SECTION 5.04 Reports by the Trustee. (a) On or before in each year in
which any of the Securities are Outstanding, the Trustee shall transmit by mail,
first class postage prepaid, to the Securityholders, as their names and
addresses appear upon the Security Register, a brief report dated as of the
preceding , if and to the extent required under Section 313(a) of the Trust
Indenture Act.

            (b) The Trustee shall comply with Section 313(b) and 313(c) of the
Trust Indenture Act.

            (c) A copy of each such report shall, at the time of such
transmission to Securityholders, be filed by the Trustee with the Company, with
each stock exchange upon which any Securities are listed (if so listed) and also
with the Commission. The Company agrees to notify the Trustee when any
Securities become listed on any stock exchange.

      SECTION 5.05 No Accountability by Reason of Disclosure. Each and every
Securityholder, by receiving and holding the same, agrees with the Company and
the Trustee that neither the Company nor the Trustee shall be held accountable
by reason of the disclosure of any such information as to the names and
addresses of the Securityholders in accordance with the provisions of this
Article V, 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 this Article V.

                                   ARTICLE VI

                   Remedies of the Trustee and Securityholders
                               on Event of Default

      SECTION 6.01 Events of Default. (a) Whenever used herein with respect to
Securities of a particular series, "Event of Default" means any one or more of
the following events that has occurred and is continuing:

                  (1) the Company defaults in the payment of any installment of
      interest upon any of the Securities of that series, as and when the same
      shall become due and payable, and continuance of such default for a period
      of 30 days; provided, however, that a valid extension of an interest
      payment period by the Company in accordance with the terms of any
      indenture supplemental hereto shall not constitute a default in the
      payment of interest for this purpose;

                  (2)   the Company defaults in the payment of the principal of
      (or premium, if any, on) any of the Securities of that series as and when
      the same shall become due and payable whether at maturity, upon
      redemption, by declaration or otherwise, or in any payment required by any
      sinking or analogous fund established with respect to that series;
      provided, however, that a valid extension of the maturity of such
      Securities in accordance with the terms of any indenture supplemental
      hereto shall not constitute a default in the payment of principal or
      premium, if any, for this purpose;

                  (3)   the Company fails to observe or perform any other of its
      covenants or agreements with respect to that series contained in this
      Indenture or

                                       22
<PAGE>

      otherwise established with respect to that series of Securities pursuant
      to Section 2.01 hereof (other than a covenant or agreement that has been
      expressly included in this Indenture solely for the benefit of one or more
      series of Securities other than such series) for a period of 60 days after
      the date on which written notice of such failure, requiring the same to be
      remedied and stating that such notice is a "Notice of Default" hereunder,
      shall have been received by the Company from the Trustee, or received by
      the Company and the Trustee from the holders of at least 25% in principal
      amount of the Securities of that series at the time Outstanding in each
      case by registered or certified mail;

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

                  (5)   a court of competent jurisdiction enters an order under
      any Bankruptcy Law that (i) is for relief against the Company in an
      involuntary case, (ii) appoints a Custodian of the Company for all or
      substantially all of their respective property or (iii) orders the
      liquidation of the Company, and the order or decree remains unstayed and
      in effect for 90 days.

            (b)   In each and every such case (other than an Event of Default
specified in Section 6.01(a)(4) or 6.01(a)(5)), unless the principal of all the
Securities of that series shall have already become due and payable, either the
Trustee or the holders of at least 25% in aggregate principal amount of the
Securities of that series then Outstanding hereunder, by notice in writing to
the Company (and to the Trustee if given by such Securityholders), may declare
the principal of all the Securities of that series to be due and payable
immediately, and upon any such declaration the same shall become and shall be
immediately due and payable, notwithstanding anything contained in this
Indenture or in the Securities of that series or established with respect to
that series pursuant to Section 2.01 to the contrary. If an Event of Default
specified in Section 6.01(a)(4) or 6.01(a)(5) occurs and is continuing, the
principal of all the Securities of that series shall become and be immediately
due and payable without any declaration or other act on the part of the Trustee
or the holders of the Securities.

            (c)   At any time after the principal of the Securities of that
series shall have been so declared due and payable (or have become immediately
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
holders of a majority in aggregate principal amount of the Securities of that
series then Outstanding hereunder, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if: (i) the
Company has paid or deposited with the Trustee a sum sufficient to pay all
matured installments of interest upon all the Securities of that series and the
principal of (and premium, if any, on) any and all Securities of that series
that shall have become due otherwise than by acceleration (with interest upon
such principal and premium, if any, and, to the extent that such payment is
enforceable under applicable law, upon overdue installments of interest, at the
rate per annum expressed in the Securities of that series to the date of such
payment or deposit) and the amount payable to the Trustee under Section 7.06,
and (ii) any and all Events of Default under the Indenture with

                                       23
<PAGE>

respect to such series, other than the nonpayment of principal on Securities of
that series that shall not have become due by their terms, shall have been
remedied or waived as provided in Section 6.06.

      No such rescission and annulment shall extend to or shall affect any
subsequent default or impair any right consequent thereon.

            (d) In case the Trustee shall have proceeded to enforce any right
with respect to Securities of that series under this Indenture and such
proceedings shall have been discontinued or abandoned because of such rescission
or annulment or for any other reason or shall have been determined adversely to
the Trustee, then and in every such case 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 and the Trustee shall continue as
though no such proceedings had been taken.

      SECTION 6.02 Collection of Indebtedness and Suits for Enforcement by
Trustee. (a) The Company covenants that (1) in case it shall default in the
payment of any installment of interest on any of the Securities of a series, or
any payment required by any sinking or analogous fund established with respect
to that series as and when the same shall have become due and payable, and such
default shall have continued for a period of 90 Business Days, or (2) in case it
shall default in the payment of the principal of (or premium, if any, on) any of
the Securities of a series when the same shall have become due and payable,
whether upon maturity of the Securities of such series or upon redemption or
upon declaration or otherwise, then, upon demand of the Trustee, the Company
shall pay to the Trustee, for the benefit of the holders of the Securities of
that series, the whole amount that then shall have been become due and payable
on all such Securities for principal (and premium, if any) or interest, or both,
as the case may be, with interest upon the overdue principal (and premium, if
any) and (to the extent that payment of such interest is enforceable under
applicable law) upon overdue installments of interest at the rate per annum
expressed in the Securities of that series; and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, and the amount payable to the Trustee under Section 7.06.

            (b) If the Company shall fail to pay such amounts forthwith upon
such demand, the Trustee, 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 proceeding to judgment or final decree, and may enforce any
such judgment or final decree against the Company or other obligor upon the
Securities of that series and collect the moneys adjudged or decreed to be
payable in the manner provided by law out of the property of the Company or
other obligor upon the Securities of that series, wherever situated.

            (c) In case of any receivership, insolvency, liquidation,
bankruptcy, reorganization, readjustment, arrangement, composition or judicial
proceedings affected the Company, or its creditors or property, the Trustee
shall have power to intervene in such proceedings and take any action therein
that may be permitted by the court and shall (except as may be otherwise
provided by law) be entitled to file such proofs of claim and other papers and
documents as may be necessary or advisable in order to have the claims of the
Trustee and of the

                                       24
<PAGE>

holders of Securities of such series allowed for the entire amount due and
payable by the Company under the Indenture at the date of institution of such
proceedings and for any additional amount that may become due and payable by the
Company after such date, and to collect and receive any moneys or other property
payable or deliverable on any such claim, and to distribute the same after the
deduction of the amount payable to the Trustee under Section 7.06; and any
receiver, assignee or trustee in bankruptcy or reorganization is hereby
authorized by each of the holders of Securities of such series to make such
payments to the Trustee, and, in the event that the Trustee shall consent to the
making of such payments directly to such Securityholders, to pay to the Trustee
any amount due it under Section 7.06.

            (d) All rights of action and of asserting claims under this
indenture, or under any of the terms established with respect to securities of
that series, may be enforced by the trustee without the possession of any of
such securities, or the production thereof at any trial or other proceeding
relative thereto, and any such suit or proceeding instituted by the trustee
shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall, after provision for payment to the trustee of any
amounts due under section 7.06, Be for the ratable benefit of the holders of the
securities of such series.

      In case of an Event of Default hereunder, 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 the 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.

      Nothing contained herein shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Securityholder any
plan of reorganization, arrangement, adjustment or composition affecting the
Securities of that 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.

      SECTION 6.03 Application of Moneys Collected. Any moneys collected by the
Trustee with respect to a series of Securities under this Article VI shall be
applied in the following order, at the date or dates fixed by the Trustee for
the distribution of such moneys, and, in case of the distribution of such moneys
on account of principal (or premium, if any) or interest, upon presentation of
the Securities of that series, stamping thereon the payment if only partially
paid, and upon surrender thereof, if fully paid:

      FIRST: To the payment of costs and expenses of collection and of all
amounts payable to the Trustee under Section 7.06;

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

                                       25
<PAGE>

      THIRD: To the Company.

      SECTION 6.04 Limitation on Suits. No holder of any Security of any series
shall have any right by virtue or by availing of any provision of this Indenture
to institute any suit, action or proceeding in equity or at law upon or under or
with respect to this Indenture or for the appointment of a receiver or trustee
or other similar official, or for any other remedy hereunder, unless (i) such
holder previously shall have given to the Trustee written notice of an Event of
Default and of the continuance thereof with respect to the Securities of such
series specifying such Event of Default, as hereinbefore provided; (ii) the
holders of at least 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, suit or proceeding in its own name as trustee hereunder;
(iii) such holder or holders 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; (iv) the Trustee for 60 days after its receipt of
such notice, request and offer of indemnity, shall have failed to institute any
such action, suit or proceeding; and (v) during such 60 day period, the holders
of a majority in principal amount of the Securities of that series do not give
the Trustee a direction inconsistent with the request.

      Notwithstanding anything contained herein to the contrary, the right of
any holder of any Security to receive payment of the principal of (and premium,
if any) and interest on such Security, as therein provided, on or after the
respective due dates expressed in such Security (or in the case of redemption,
on the redemption date), or to institute suit for the enforcement of any such
payment on or after such respective dates or redemption date, shall not be
impaired or affected without the consent of such holder, and by accepting a
Security hereunder it is expressly understood, intended and covenanted by the
taker and holder of every Security of such series with every other such taker
and holder and the Trustee, that no one or more holders of Securities of such
series shall have any right in any manner whatsoever by virtue or by availing of
any provision of this Indenture to affect, disturb or prejudice the rights of
the holders of any other of such Securities, 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 such series. 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 6.05 Rights and Remedies Cumulative; Delay or Omission Not Waiver.
(a) Except as otherwise provided in Section 2.07, all powers and remedies given
by this Article to the Trustee or to the Securityholders shall, to the extent
permitted by law, be deemed cumulative and not exclusive of any other powers and
remedies available to the Trustee or the holders of the Securities, by judicial
proceedings or otherwise, to enforce the performance or observance of the
covenants and agreements contained in this Indenture or otherwise established
with respect to such Securities.

            (b) No delay or omission of the Trustee or of any holder of any of
the Securities 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 the provisions of Section 6.04, every
power and remedy given by this Article or by law to the Trustee or the

                                       26
<PAGE>

Securityholders may be exercised from time to time, and as often as shall be
deemed expedient, by the Trustee or by the Securityholders.

      SECTION 6.06 Control by Securityholders. The holders of a majority in
aggregate principal amount of the Securities of any series at the time
Outstanding, determined in accordance with Section 8.04, 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 such series; provided, however, that such direction
shall not be in conflict with any rule of law or with this Indenture or be
unduly prejudicial to the rights of holders of Securities of any other series at
the time Outstanding determined in accordance with Section 8.04. Subject to the
provisions of Section 7.01, the Trustee shall have the right to decline to
follow any such direction if the Trustee in good faith shall, by a Responsible
Officer or Officers of the Trustee, determine that the proceeding so directed
would involve the Trustee in personal liability. The holders of a majority in
aggregate principal amount of the Securities of any series at the time
Outstanding affected thereby, determined in accordance with Section 8.04, may on
behalf of the holders of all of the Securities of such series waive any past
Event of Default or default in the performance of any of the covenants contained
herein or established pursuant to Section 2.01 with respect to such series and
its consequences, except a default in the payment of the principal of, or
premium, if any, or interest on, any of the Securities of that series as and
when the same shall become due by the terms of such Securities otherwise than by
acceleration (unless such default has been cured and a sum sufficient to pay all
matured installments of interest and principal and any premium has been
deposited with the Trustee (in accordance with Section 6.01(c)). Upon any such
waiver, the default covered thereby shall be deemed to be cured for all purposes
of this Indenture and the Company, the Trustee and the holders of the Securities
of such series 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.

      SECTION 6.07 Undertaking to Pay Costs. All parties to this Indenture
agree, and each holder of any Securities by such holder's 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 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 any Securityholder, or
group of Securityholders, holding in the aggregate more than 10% in aggregate
principal amount of the Outstanding Securities of any series, or to any suit
instituted by any Securityholder for the enforcement of the payment of the
principal of (or premium, if any) or interest on any Security of such series, on
or after the respective due dates expressed in such Security or established
pursuant to this Indenture.

                                       27
<PAGE>

                                  ARTICLE VII

                             Concerning the Trustee

      SECTION 7.01 Certain Duties and Responsibilities of Trustee. (a) The
Trustee, prior to the occurrence of an Event of Default with respect to the
Securities of a series and after the curing of all Events of Default with
respect to the Securities of that series that may have occurred, shall undertake
to perform with respect to the Securities of such series such duties and only
such duties as are specifically set forth in this Indenture, and no implied
covenants shall be read into this Indenture against the Trustee. In case an
Event of Default with respect to the Securities of a series has occurred (that
has not been cured or waived), the Trustee shall exercise, with respect to
Securities of that series, 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 person
would exercise or use under the circumstances in the conduct of his or her own
affairs.

            (b) Within ninety (90) days after the occurrence of an Event of
Default with respect to the Securities of a Series, the Trustee shall, as
provided in Section 315(b) of the Trust Indenture Act, give to the holders of
the Securities of such series notice of each default with respect to the
Securities of such series actually known to a Responsible Officer of the Trustee
in the manner provided in Section 313(c) of the Trust Indenture Act, unless such
Event of Default shall have been cured before the giving of such notice; but,
unless such default be the failure to pay the principal of, or premium, if any,
or interest on any of the Securities of such series when and as the same shall
become payable, or to make any sinking fund payment as to Securities of the same
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 Responsible Officers of the Trustee in good faith determine that
the withholding of such notice is in the interests of the holders of the
Securities of such series.

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

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

                        (i) the duties and obligations of the Trustee shall,
      with respect to the Securities of such series, be determined solely by the
      express provisions of this Indenture, and the Trustee shall not be liable
      with respect to the Securities of such series 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, with respect to the Securities of such series,
      conclusively rely, as to the truth of the statements and the correctness
      of the opinions expressed therein, upon any certificates or opinions
      furnished to the Trustee and conforming to the

                                       28
<PAGE>

      requirements of this Indenture; but in the case of any such certificates
      or opinions that 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;

                  (2) 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;

                  (3) the Trustee shall not be liable with respect to any action
      taken or omitted to be taken by it in good faith in accordance with the
      direction of the holders of at least a majority in principal amount of the
      Securities of any series at the time Outstanding 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 with respect to the Securities of that series; and

                  (4) 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 is reasonable ground
      for believing that the repayment of such funds or liability is not
      reasonably assured to it under the terms of this Indenture or adequate
      indemnity against such risk is not reasonably assured to it.

      SECTION 7.02 Certain Rights of Trustee. Except as otherwise provided in
Section 7.01:

            (a) The Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond, security or
other paper or document reasonably 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 a Board Resolution or an instrument
signed in the name of the Company, by the Chairman of the Board of Directors,
the Chief Executive Officer, the President or any Vice President and by the
Treasurer or an Assistant Treasurer, or the Controller or an Assistant
Controller, or the Secretary or an Assistant Secretary thereof (unless other
evidence in respect thereof is specifically prescribed herein);

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

            (d) The Trustee shall be under no obligation to exercise any of the
rights 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
that may be incurred therein or thereby; nothing contained herein shall,
however,

                                       29
<PAGE>

relieve the Trustee of the obligation, upon the occurrence of an Event of
Default with respect to a series of the Securities (that has not been cured or
waived) to exercise with respect to Securities of that series such of the rights
and powers vested in it by this Indenture, and to 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;

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

            (f) The Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond,
security, or other papers or documents, unless requested in writing so to do by
the holders of not less than a majority in aggregate principal amount of the
Outstanding Securities of the particular series affected thereby (determined as
provided in Section 8.04); provided, however, 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 costs, expenses or liabilities as a condition to so proceeding. The
reasonable expense of every such examination shall be paid by the Company or, if
paid by the 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 be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder, provided that such appointment was consented to by the Company, such
consent not to be unreasonably withheld.

      SECTION 7.03 Trustee Not Responsible for Recitals, Validity of Securities
or Application of Proceeds Thereof. (a) The recitals contained herein and in the
Securities shall be taken as the statements of the Company, and the Trustee
assumes no responsibility for the correctness of the same.

            (b) The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities.

            (c) The Trustee shall not be accountable for the use or application
by the Company of any of the Securities or of the proceeds of such Securities,
or for the use or application of any moneys paid over by the Trustee in
accordance with any provision of this Indenture or established pursuant to
Section 2.01, or for the use or application of any moneys received by any paying
agent other than the Trustee.

      SECTION 7.04 May Hold Securities. The Trustee or any paying agent or
Registrar, in its individual or any other capacity, may become the owner or
pledgee of Securities with the same rights it would have if it were not Trustee,
paying agent or Registrar.

                                       30
<PAGE>

      SECTION 7.05 Moneys Held in Trust. Subject to the provisions of Section
11.05, 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 law.
The Trustee shall be under no liability for interest on any moneys received by
it hereunder except such as it may agree with the Company to pay thereon.

      SECTION 7.06 Compensation and Reimbursement. (a) The Company covenants and
agrees to pay to the Trustee, and the Trustee shall be entitled to, such
reasonable compensation as the Company and the Trustee may from time to time
agree in writing, for all services rendered by it in the execution of the trusts
hereby created and in the exercise and performance of any of the powers and
duties hereunder of the Trustee, and, except as otherwise expressly provided
herein, the Company will pay or reimburse the Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by the Trustee
in accordance with any of the provisions of this Indenture (including the
reasonable compensation, expenses and disbursements of its counsel) 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 its officers,
agents, directors and employees) for, and to hold it harmless against, any loss,
liability or expense incurred without negligence, bad faith or willful
misconduct on the part of the Trustee and arising out of or in connection with
the acceptance or administration of this trust, including the costs and expenses
of defending itself against any claim of liability in the premises.

            (b) The obligations of the Company under this Section to compensate
and indemnify the Trustee and to pay or reimburse the Trustee for expenses,
disbursements and advances shall constitute additional indebtedness hereunder.
Such additional indebtedness shall be secured by a lien prior 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.

            (c) The provisions of this Section 7.06 shall survive the
resignation or removal of the Trustee and the termination of this Indenture.

      SECTION 7.07 Reliance on Officers' Certificate. Except as otherwise
provided in Section 7.01, whenever in the administration of the provisions 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 to take 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 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 to be taken by
it under the provisions of this Indenture upon the faith thereof.

      SECTION 7.08 Disqualification; Conflicting Interests. If the Trustee has
or shall acquire any "conflicting interest" within the meaning of Section 310(b)
of the Trust Indenture Act, the Trustee and the Company shall in all respects
comply with the provisions of Section 310(b) of the Trust Indenture Act.

                                       31
<PAGE>

      SECTION 7.09 Corporate Trustee Required; Eligibility. There shall at all
times be a Trustee with respect to the Securities issued hereunder which shall
at all times be a corporation organized and doing business under the laws of the
United States of America or any State or Territory thereof or of the District of
Columbia, or a corporation or other Person permitted to act as trustee by the
Commission, authorized under such laws to exercise corporate trust powers,
having a combined capital and surplus of at least fifty million U.S. dollars
($50,000,000), and subject to supervision or examination by Federal, State,
Territorial, or District of Columbia authority. 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. The Company may not, nor may any Person
directly or indirectly controlling, controlled by, or under common control with
the Company, serve as Trustee. 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 7.10.

      SECTION 7.10 Resignation and Removal; Appointment of Successor. (a) The
Trustee or any successor hereafter appointed, may at any time resign with
respect to the Securities of one or more series by giving written notice thereof
to the Company and by transmitting notice of resignation by mail, first class
postage prepaid, to the Securityholders of such series, as their names and
addresses appear upon the Security Register. Upon receiving such notice of
resignation, the Company shall promptly appoint a successor trustee with respect
to Securities of such series by written instrument, in duplicate, executed by
order of the Board of Directors, one copy of which instrument shall be delivered
to the resigning Trustee and one copy to the successor trustee. If no successor
trustee shall have been so appointed 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 with respect to Securities of such series, or any Securityholder of that
series who has been a bona fide holder of a Security or Securities for at least
six months may on behalf of himself and all others similarly situated, petition
any such court for the appointment of a successor 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 one of the following shall occur:

                  (1) the Trustee shall fail to comply with the provisions of
      Section 7.08 after written request therefor by the Company or by any
      Securityholder who has been a bona fide holder of a Security or Securities
      for at least six months; or

                  (2) the Trustee shall cease to be eligible in accordance with
      the provisions of Section 7.09 and shall fail to resign after written
      request therefor by the Company or by any such Securityholder; or

                  (3) the Trustee shall become incapable of acting with respect
      to the Securities, or shall be adjudged a bankrupt or insolvent, or
      commence a voluntary bankruptcy proceeding, or a receiver of the Trustee
      or of its property shall be appointed

                                       32
<PAGE>

      or consented to, 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 all Securities and appoint a successor
      trustee by written instrument, in duplicate, executed by order of the
      Board of Directors, one copy of which instrument shall be delivered to the
      Trustee so removed and one copy to the successor trustee, or, unless the
      Trustee's duty to resign is stayed as provided herein, any Securityholder
      who has been a bona fide holder of a Security or Securities for at least
      six months may, on behalf of that holder and all others similarly
      situated, petition any court of competent jurisdiction for the removal of
      the Trustee and the appointment of a successor trustee. 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 any series at the time Outstanding may at any time remove the
Trustee with respect to such series by so notifying the Trustee and the Company
and may appoint a successor Trustee for such series with the consent of the
Company.

            (d) Any resignation or removal of the Trustee and appointment of a
successor trustee with respect to the Securities of a series pursuant to any of
the provisions of this Section shall become effective upon acceptance of
appointment by the successor trustee as provided in Section 7.11.

            (e) Any successor trustee appointed pursuant to this Section may be
appointed with respect to the Securities of one or more series or all of such
series, and at any time there shall be only one Trustee with respect to the
Securities of any particular series.

      SECTION 7.11 Acceptance of Appointment By Successor. (a) In case of the
appointment hereunder of a successor trustee with respect to all Securities,
every such successor trustee so appointed shall execute, acknowledge and deliver
to the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee; but, on the request of the Company or the
successor trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor trustee all the
rights, powers, and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor trustee all property and money held by
such retiring Trustee hereunder.

            (b) In case of the appointment hereunder of a successor trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor trustee relates, (2)
shall contain such provisions as shall be

                                       33
<PAGE>

deemed necessary or desirable to confirm that all the rights, powers, trusts and
duties of the retiring Trustee with respect to the Securities of that or those
series as to which the retiring Trustee is not retiring shall continue to be
vested in the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust, that each such Trustee
shall be trustee of a trust or trusts hereunder separate and apart from any
trust or trusts hereunder administered by any other such Trustee and that no
Trustee shall be responsible for any act or failure to act on the part of any
other Trustee hereunder; and upon the execution and delivery of such
supplemental indenture the resignation or removal of the retiring Trustee shall
become effective to the extent provided therein, such retiring Trustee shall
with respect to the Securities of that or those series to which the appointment
of such successor trustee relates have no further responsibility for the
exercise of rights and powers or for the performance of the duties and
obligations vested in the Trustee under this Indenture, and each such successor
trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor trustee relates; but, on request of the Company or any successor
trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor trustee, to the extent contemplated by such supplemental indenture,
the property and money held by such retiring Trustee hereunder with respect to
the Securities of that or those series to which the appointment of such
successor trustee relates.

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

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

            (e) Upon acceptance of appointment by a successor trustee as
provided in this Section, the Company shall transmit notice of the succession of
such trustee hereunder by mail, first class postage prepaid, to the
Securityholders, as their names and addresses appear upon the Security Register.
If the Company fails to transmit such notice within ten days after acceptance of
appointment by the successor trustee, the successor trustee shall cause such
notice to be transmitted at the expense of the Company.

      SECTION 7.12 Merger, Conversion, Consolidation or Succession to Business.
Any corporation into which the Trustee may be merged or converted or with which
it may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any corporation
succeeding to 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 7.08 and eligible under the provisions
of Section 7.09, 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 any Securities shall have been authenticated, but not
delivered, by the Trustee then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee may adopt such

                                       34
<PAGE>


authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

      SECTION 7.13 Preferential Collection of Claims Against the Company. The
Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding
any creditor relationship described in Section 311(b) of the Trust Indenture
Act. A Trustee who has resigned or been removed shall be subject to Section
311(a) of the Trust Indenture Act to the extent included therein.

                                  ARTICLE VIII

                         Concerning the Securityholders

      SECTION 8.01 Evidence of Action by Securityholders. Whenever in this
Indenture it is provided that the holders of a majority or specified percentage
in aggregate principal amount of the Securities of a particular series may take
any action (including the making of any demand or request, the giving of any
notice, consent or waiver or the taking of any other action), the fact that at
the time of taking any such action the holders of such majority or specified
percentage of that series have joined therein may be evidenced by any instrument
or any number of instruments of similar tenor executed by such holders of
Securities of that series in Person or by agent or proxy appointed in writing.
If the Company shall solicit from the Securityholders of any series any request,
demand, authorization, direction, notice, consent, waiver or other action, the
Company may, at its option, as evidenced by an Officers' Certificate, fix in
advance a record date for such series for the determination of Securityholders
entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other action, but the Company shall have no obligation to do
so. If such a record date is fixed, such request, demand, authorization,
direction, notice, consent, waiver or other action may be given before or after
the record date, but only the Securityholders of record at the close of business
on the record date shall be deemed to be Securityholders for the purposes of
determining whether Securityholders of the requisite proportion of Outstanding
Securities of that series have authorized or agreed or consented to such
request, demand, authorization, direction, notice, consent, waiver or other
action, and for that purpose the Outstanding Securities of that series shall be
computed as of the record date; provided, however, that no such authorization,
agreement or consent by such Securityholders on the record date shall be deemed
effective unless it shall become effective pursuant to the provisions of this
Indenture not later than six months after the record date.

      SECTION 8.02 Proof of Execution by Securityholders. Subject to the
provisions of Section 7.01, proof of the execution of any instrument by a
Securityholder (such proof will not require notarization) or his agent or proxy
and proof of the holding by any Person of any of the Securities shall be
sufficient if made in the following manner:

            (a) The fact and date of the execution by any such Person of any
instrument may be proved in any reasonable manner acceptable to the Trustee.

            (b) The ownership of Securities shall be proved by the Security
Register of such Securities or by a certificate of the Registrar thereof.

                                       35
<PAGE>

            (c) The Trustee may require such additional proof of any matter
referred to in this Section as it shall deem necessary.

      SECTION 8.03 Who May be Deemed Owners. Prior to the due presentment for
registration of transfer of any Security, the Company, the Trustee, any paying
agent and any Registrar may deem and treat the Person in whose name such
Security shall be registered upon the books of the Company as the absolute owner
of such Security (whether or not such Security shall be overdue and
notwithstanding any notice of ownership or writing thereon made by anyone other
than the Registrar) for the purpose of receiving payment of or on account of the
principal of, premium, if any, and (subject to Section 2.03) interest on such
Security and for all other purposes; and neither the Company nor the Trustee nor
any paying agent nor any Registrar shall be affected by any notice to the
contrary.

      SECTION 8.04 Certain Securities Owned by Company Disregarded. In
determining whether the holders of the requisite aggregate principal amount of
Securities of a particular series have concurred in any direction, consent or
waiver under this Indenture, the Securities of that series that are owned by the
Company or any other obligor on the Securities of that series or by any Person
directly or indirectly controlling or controlled by or under common control with
the Company or any other obligor on the Securities of that series 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 of such series that the Trustee actually knows are so owned shall be
so disregarded. The Securities so owned that have been pledged in good faith may
be regarded as Outstanding for the purposes of this Section, if the pledgee
shall establish to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not a Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company or any such other obligor. In case of a dispute as to
such right, any decision by the Trustee taken upon the advice of counsel shall
be full protection to the Trustee.

      SECTION 8.05 Actions Binding on Future Securityholders. At any time prior
to (but not after) the evidencing to the Trustee, as provided in Section 8.01,
of the taking of any action by the holders of the majority or percentage in
aggregate principal amount of the Securities of a particular series specified in
this Indenture in connection with such action, any holder of a Security of that
series that is shown by the evidence to be included in the Securities the
holders of which have consented to such action may, by filing written notice
with the Trustee, and upon proof of holding as provided in Section 8.02, 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
Security issued in exchange therefor, on registration of transfer thereof or in
place thereof, irrespective of whether or not any notation in regard thereto is
made upon such Security. Any action taken by the holders of the majority or
percentage in aggregate principal amount of the Securities of a particular
series specified in this Indenture in connection with such action shall be
conclusively binding upon the Company, the Trustee and the holders of all the
Securities of that series.

                                       36
<PAGE>

                                   ARTICLE IX

                             Supplemental Indentures

      SECTION 9.01 Supplemental Indentures Without the Consent of
Securityholders. In addition to any supplemental indenture otherwise authorized
by this Indenture, the Company and the Trustee 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 as then in effect), without
the consent of the Securityholders, for one or more of the following purposes:

            (a) to cure any ambiguity or to correct or supplement any provision
contained herein or in any supplemental indenture which may 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;

            (b) 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 X;

            (c) to provide for uncertificated Securities in addition to or in
place of certificated Securities;

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

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

            (f) to make any change that does not materially adversely affect the
rights of any Securityholder;

            (g) to provide for the issuance of and establish the form and terms
and conditions of the Securities of any series as provided in Section 2.01, to
establish the form of any certifications required to be furnished pursuant to
the terms of this Indenture or any series of Securities, or to add to the rights
of the holders of any series of Securities;

            (h) to add any additional Events of Default;

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

                                       37
<PAGE>

            (j) 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
7.11; and

            (k) to comply with requirements of the Commission in order to effect
or maintain the qualification of this Indenture under the Trust Indenture Act.

      The Trustee is hereby authorized to join with the Company in the execution
of any such supplemental indenture, and to make any further appropriate
agreements and stipulations that may be therein contained, but the Trustee shall
not be obligated to enter into any such supplemental indenture that affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

      Any supplemental indenture authorized by the provisions of this Section
may be executed by the Company and the Trustee without the consent of the
holders of any of the Securities at the time Outstanding, notwithstanding any of
the provisions of Section 9.02.

      SECTION 9.02 Supplemental Indentures With Consent of Securityholders. With
the consent (evidenced as provided in Section 8.01) of the holders of not less
than a majority in aggregate principal amount of the Securities of each series
affected by such supplemental indenture or indentures at the time Outstanding
(including consents obtained in connection with a tender offer or exchange offer
for the Securities), the Company, when authorized by resolution of its Board of
Directors, and the Trustee 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 as then in effect) 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 not covered by Section 9.01 the rights of the holders of the
Securities of such series under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the holders of each
Security then Outstanding and affected thereby, (i) extend the fixed maturity of
any Securities of any series, or reduce the principal amount thereof, or reduce
the rate or extend the time of payment of interest thereon, or reduce any
premium payable upon the redemption thereof; (ii) amend or modify any provision
or related definitions affecting the subordination or ranking of Securities of
any series in any manner adverse to the holders of the Securities of that
series; or (iii) reduce the aforesaid percentage of Securities, the holders of
which are required to consent to any such supplemental indenture.

      It shall not be necessary for the consent of the Securityholders of any
series affected thereby 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.

      SECTION 9.03 Effect of Supplemental Indentures. Upon the execution of any
supplemental indenture pursuant to the provisions of this Article or of Section
10.01, this Indenture shall, with respect to such series, be and be deemed to be
modified and amended in accordance therewith and the respective rights,
limitations of rights, obligations, duties and

                                       38
<PAGE>

immunities under this Indenture of the Trustee, the Company and the holders of
Securities of the series 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 9.04 Securities Affected by Supplemental Indentures. Securities of
any series affected by a supplemental indenture, authenticated and delivered
after the execution of such supplemental indenture pursuant to the provisions of
this Article or of Section 10.01 may bear a notation in form approved by the
Company, provided such form meets the requirements of any exchange upon which
such series may be listed, as to any matter provided for in such supplemental
indenture. If the Company shall so determine, new Securities of that series so
modified as to conform, in the opinion of the Board of Directors of the Company,
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 that series then Outstanding.

      SECTION 9.05 Execution of Supplemental Indentures. Upon the request of the
Company, accompanied by its Board Resolutions authorizing the execution of any
such supplemental indenture, and upon the filing with the Trustee of evidence of
the consent of Securityholders, if required to consent thereto as aforesaid, the
Trustee shall join with the Company in the execution of such supplemental
indenture unless such supplemental indenture affects the Trustee's own rights,
duties or immunities under this Indenture or otherwise, in which case the
Trustee may in its discretion but shall not be obligated to enter into such
supplemental indenture. The Trustee, subject to the provisions of Section 7.01,
shall be provided an Officers' Certificate and an Opinion of Counsel as
conclusive evidence that any supplemental indenture executed pursuant to this
Article complies with the applicable provisions of this Indenture; provided,
however, that such Officers' Certificate and Opinion of Counsel need not be
provided in connection with the execution of a supplemental indenture that
establishes the terms of a series of Securities pursuant to Section 2.01 hereof.

      Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the Trustee
shall transmit by mail, first class postage prepaid, a notice, setting forth in
general terms the substance of such supplemental indenture, to the
Securityholders of all series affected thereby as their names and addresses
appear upon the Security Register. Any failure of the Trustee to mail such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture.

                                   ARTICLE X

                              Successor Corporation

      SECTION 10.01 Company May Consolidate, Etc. Nothing contained in this
Indenture or in any of the Securities shall prevent any consolidation or merger
of the Company with or into any other entity or entities (whether or not
affiliated with the Company) or successive consolidations or mergers in which
the Company or any of its successors shall be a

                                       39
<PAGE>

party or parties, or shall prevent any sale, conveyance, lease, transfer or
other disposition of all or substantially all of the property of the Company or
any of its successors, to any other entity (whether or not affiliated with the
Company or its successors) authorized to acquire and operate the same; provided,
however, the Company hereby covenants and agrees that, upon any such
consolidation, merger, sale, conveyance, lease, transfer or other disposition
involving the Company or all or substantially all of the property of the
Company, if the Company is not the surviving entity, the due and punctual
payment of the principal of (premium, if any) and interest on all of the
Securities of all series in accordance with the terms of each series, according
to their tenor and the due and punctual performance and observance of all the
covenants and conditions of this Indenture with respect to each series or
established with respect to such series pursuant to Section 2.01 to be kept or
performed by the Company shall be expressly assumed, by supplemental indenture
(which shall conform to the provisions of the Trust Indenture Act, as then in
effect) reasonably satisfactory in form to the Trustee executed and delivered to
the Trustee by the entity formed by such consolidation, or into which the
Company shall have been merged, or by the entity which shall have acquired such
property.

      SECTION 10.02 Successor Corporation Substituted. (a) In case of any such
consolidation, merger, sale, conveyance, lease, transfer or other disposition
and upon the assumption by the successor entity, by supplemental indenture,
executed and delivered to the Trustee and satisfactory in form to the Trustee,
of the due and punctual payment of the principal of, premium, if any, and
interest on all of the Securities of all series Outstanding and the due and
punctual performance of all of the covenants and conditions of this Indenture or
established with respect to each series of the Securities pursuant to Section
2.01 to be performed by the Company with respect to each series, such successor
entity shall succeed to and be substituted for and may exercise every right and
power of the Company under this Indenture with the same effect as if it had been
named as the Company herein, and thereupon the predecessor entity shall be
relieved of all obligations and covenants under this Indenture and the
Securities.

            (b) In case of any such consolidation, merger, sale, conveyance,
transfer or other disposition such changes in phraseology and form (but not in
substance) may be made in the Securities thereafter to be issued as may be
appropriate.

            (c)   Nothing contained in this Indenture or in any of the
Securities shall prevent the Company from merging into itself or acquiring by
purchase or otherwise all or any part of the property of any other Person
(whether or not affiliated with the Company).

      SECTION 10.03 [Intentionally Left Blank]SECTION 10.04 Evidence of
Consolidation, Etc. to Trustee. The Trustee, subject to the provisions of
Section 7.01, shall be provided an Officers' Certificate and an Opinion of
Counsel as conclusive evidence that any such consolidation, merger, sale,
conveyance, transfer or other disposition, and any such assumption, comply with
the provisions of this Article.

                                       40
<PAGE>

                                   ARTICLE XI

                    Satisfaction and Discharge and Defeasance

      SECTION 11.01 Satisfaction and Discharge of Indenture. If at any time: (a)
the Company shall have delivered to the Trustee for cancellation all Securities
of a series theretofore authenticated (other than any Securities that shall have
been destroyed, lost or stolen and that shall have been replaced or paid as
provided in Section 2.07 and Securities for whose payment money and/or
Governmental Obligations have theretofore been deposited in trust or segregated
and held in trust by the Company and thereupon repaid to the Company or
discharged from such trust, as provided in Section 11.05); or (b) all such
Securities of a particular series 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 the Company shall deposit or cause to be deposited with the
Trustee as trust funds the entire amount in moneys or Governmental Obligations
sufficient or a combination thereof, 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 at maturity or upon
redemption all Securities of that series not theretofore delivered to the
Trustee for cancellation, including principal (and premium, if any) and interest
due or to become due to such date of maturity or date fixed for redemption, as
the case may be, and if the Company shall also pay or cause to be paid all other
sums payable hereunder with respect to such series by the Company, and shall
deliver an Officer's Certificate and an Opinion of Counsel, each stating that
all conditions precedent herein provided for relating to the satisfaction and
discharge of this indenture with respect to such series have been complied with,
then this Indenture shall thereupon cease to be of further effect with respect
to such series except for (i) the provisions of Sections 2.03, 2.04, 2.05, 2.06,
2.07, 2.09, 2.10, 2.11, 4.02, 4.03, 4.04, 5.01, 7.05, 7.06, 7.10, 10.01, 10.02
and 10.04, that shall survive until the Securities have been paid in full
(thereafter, the Company's obligations in Sections 7.06 only shall survive) and
(ii) this Article XI. Upon the Company's exercise of this Section 11.01, the
Trustee, on demand of the Company and at the cost and expense of the Company,
shall execute proper instruments acknowledging satisfaction of and discharging
this Indenture with respect to such series.

      SECTION 11.02 Defeasance and Covenant Defeasance. In addition to discharge
of this Indenture pursuant to Section 11.01, if this Section is specified, as
contemplated by Section 2.01, to be applicable to Securities of any series, the
Company may at its option elect at any time either to effect: (i) a defeasance
and discharge of the Securities of any particular series under Section 11.02(a)
below; or (ii) a covenant defeasance of the Securities of any particular series
under Section 11.02(b) below; in each case upon compliance with the applicable
conditions set forth in Section 11.02(c).

            (a) Upon election by the Company to effect a defeasance and
discharge of the Securities of any series under this Section 11.02(a) and
satisfaction of the conditions precedent set forth in Section 11.02(c) with
respect to the Securities of such series, the Company shall be deemed to have
paid and discharged the Securities of such series and the Company shall be
deemed to have satisfied all its other obligations under such Securities and all
its other obligations relating to such Securities under the Indenture, except
for (i) the provisions of

                                       41
<PAGE>

Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.09, 2.10, 2.11, 4.02, 4.03, 4.04, 5.01,
7.05, 7.06, 7.10, 10.01, 10.02 and 10.04, that shall survive until the
Securities have been paid in full (thereafter, the Company's obligations in
Sections 7.06 only shall survive) and (ii) this Article XI.

            (b) Upon election by the Company to effect a covenant defeasance
with respect to the Securities of any series under this Section 11.02(b), the
Company shall be released from its obligations under any covenants made
applicable to the Securities of such series which are subject to defeasance
under the terms of any indenture supplemental hereto or the terms otherwise
established with respect to such series pursuant to Section 2.01 hereof and any
such failure to comply with such covenants shall not constitute a default or
Event of Default hereunder on or after the date the conditions precedent set
forth in Section 11.02(c) are satisfied (hereinafter, "covenant defeasance").
For this purpose, such covenant defeasance means that the Company may omit to
comply with and shall have no liability in respect of any term, condition or
limitation set forth in any covenant applicable to such series which is subject
to defeasance under the terms of an indenture supplemental hereto or the terms
otherwise established with respect to such series pursuant to Section 2.01
hereof pertaining to such series.

            (c)   The following shall be conditions precedent to the application
of Sections 11.02(a) and 11.02(b):

                  (i) with respect to Section 11.02(a) or 11.02(b) the Company
      shall have deposited or cause to be deposited irrevocably with the
      Trustee, as trust funds in trust for the purpose of making the following
      payments and specifically pledged as security for and dedicated solely to
      the benefit of the holders of the Securities to be defeased, cash in U.S.
      dollars (or such other money or currencies as shall then be legal tender
      in the United States) and/or Governmental Obligations, which through the
      scheduled payment of interest and principal in respect thereof, in
      accordance with their terms, will be provided (and without reinvestment
      and assuming no tax liability will be imposed on the Trustee), not later
      than one day before the due date of any payment of money, an amount in
      cash, sufficient, in the opinion of a nationally recognized firm of
      independent certified public accountants expressed in a written
      certification thereof delivered to the Trustee, to discharge principal
      (including premium, if any) and interest on such Securities on the stated
      maturity of such principal or installment of principal or interest on the
      dates on which such installments of principal and interest are due, in
      accordance with the terms of this Indenture, any indenture supplemental
      thereto entered into pursuant to Section 2.01 with respect to such
      Securities, and such Securities;

                  (ii) in the case of defeasance under Section 11.02(a), the
      Company shall have delivered to the Trustee an Opinion of Counsel based on
      the fact that (A) the Company has received from, or there has been
      published by, the Internal Revenue Service a ruling (which ruling may be,
      but need not be, issued with respect to the Company) or (B) since the date
      of this Indenture, there has been a change in the applicable United States
      federal income tax law, in either case to the effect that, and such
      opinion shall confirm that, the holders of the Outstanding Securities of
      such series will not recognize income, gain or loss for United States
      federal income tax purposes as a result of such deposit, defeasance and
      discharge and will be subject to United States federal income tax on the
      same amount and in the same manner and at the same times as

                                       42
<PAGE>
      would have been the case if such deposit, defeasance and discharge had not
      occurred;

                  (iii) in the case of covenant defeasance under Section
      11.02(b), the Company shall have delivered to the Trustee an Opinion of
      Counsel to the effect that, and such opinion shall confirm that, the
      holders of the Outstanding Securities of such series will not recognize
      income, gain or loss for United States federal income tax purposes as a
      result of such deposit and covenant defeasance and will be subject to
      United States federal income tax on the same amount and in the same manner
      and at the same times as would have been the case if such deposit and
      covenant defeasance had not occurred;

                  (iv) no Event of Default or Default with respect to the
      Securities to be defeased shall have occurred and be continuing on the
      date of such deposit, and no Event of Default under Sections 6.01(a)(4) or
      6.01(a)(5) shall have occurred and be continuing on the 90th day after the
      date of such deposit (it being understood that this condition of this
      subsection (iv) shall not be deemed satisfied until the expiration of such
      period);

                  (v) such deposit and defeasance or covenant defeasance will
      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;

                  (vi) the Company has delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, each stating that all conditions
      precedent provided for relating to either the defeasance and discharge
      under Section 11.02(a) or the covenant defeasance under Section 11.02(b)
      (as the case may be) have been complied with;

                  (vii) such defeasance and discharge or covenant defeasance
      will not cause the Trustee to have a conflicting interest as defined in
      Section 7.08 or for purposes of the Trust Indenture Act with respect to
      any securities of the Company or result in the trust arising from such
      deposit to constitute an investment company under the Investment Company
      Act of 1940 or such trust shall be qualified under such act or exempt from
      regulation thereunder; and

                  (viii) the Company has paid or caused to be paid all other
      sums payable with respect to the Securities to be defeased.

      SECTION 11.03 Deposited Moneys to be Held in Trust. All moneys or
Governmental Obligations deposited with the Trustee pursuant to Sections 11.01
or 11.02 shall be held in trust and shall be available for payment as due,
either directly or through any paying agent (including the Company acting as its
own paying agent), to the holders of the particular series of Securities for the
payment or redemption of which such moneys or Governmental Obligations have been
deposited with the Trustee.

      SECTION 11.04 Payment of Moneys Held by Paying Agents. In connection with
the satisfaction and discharge of this Indenture, all moneys or Governmental
Obligations

                                       43
<PAGE>

then held by any paying agent under the provisions of this Indenture 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 or
Governmental Obligations.

      SECTION 11.05 Repayment to Company. Any moneys or Governmental Obligations
deposited with any paying agent or the Trustee, or then held by the Company, in
trust for payment of principal of or premium or interest on the Securities of a
particular series that are not applied but remain unclaimed by the holders of
such Securities for at least two years after the date upon which the principal
of (and premium, if any) or interest on such Securities shall have respectively
become due and payable, shall be repaid to the Company on May 31 of each year or
(if then held by the Company) shall be discharged from such trust; and thereupon
the paying agent and the Trustee shall be released from all further liability
with respect to such moneys or Governmental Obligations, and the holder of any
of the Securities entitled to receive such payment shall thereafter, as an
unsecured general creditor, look only to the Company for the payment thereof.

      SECTION 11.06 Reinstatement. If the Trustee or the paying agent is unable
to apply any money in accordance with either Section 11.01 or 11.02 by reason of
any order or judgment of any court or governmental authority enjoining,
restraining, or otherwise prohibiting such application, then the Company's
obligations under the Securities to be defeased shall be revived and reinstated
as though no deposit had occurred pursuant to this Article XI until such time as
the Trustee or paying agent is permitted to apply all such money in accordance
with Section 11.01 or 11.02; provided, however, that if the Company makes any
payment of principal of (and premium, if any) or interest on any such Securities
following the reinstatement of its obligations, the Company shall be subrogated
to the rights of the holders of such Securities to receive such payment from the
money held by the Trustee or paying agent.

      SECTION 11.07 Other Coin or Currency Units. Notwithstanding the foregoing
provisions of this Article Eleven, if the Securities of any series are payable
in a coin or currency or currency unit other than such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public or private debts, the coin or currency or currency unit or the nature
of the government obligations to be deposited with the Trustee under the
foregoing provisions of this Article Eleven shall be set forth in the Officers'
Certificate or established in the supplemental indenture under which the
Securities of such series are issued.

                                  ARTICLE XII

                Immunity of Incorporators, Stockholders, Officers
                                  and Directors

      SECTION 12.01 No Recourse. No recourse under or upon any obligation,
covenant or agreement of this Indenture, or of any Security, or for any claim
based thereon or otherwise in respect thereof, shall be had against any
incorporator, stockholder, officer or director, past, present or future as such,
of the Company or of any predecessor or successor corporation, either directly
or through the Company or any such predecessor or successor corporation, whether
by virtue of any constitution, statute or rule of law, by the enforcement of any
assessment or penalty, by any legal or equitable proceeding or otherwise; it
being expressly

                                       44
<PAGE>

understood that this Indenture and the obligations issued hereunder are solely
corporate obligations, and that no such personal liability whatever shall attach
to, or is or shall be incurred by, the incorporators, stockholders, officers or
directors as such, of the Company or of any predecessor or successor
corporation, or any of them, because of the creation of the indebtedness hereby
authorized, or under or by reason of the obligations, covenants or agreements
contained in this Indenture or in any of the Securities or implied therefrom;
and that any and all such personal liability of every name and nature, either at
common law or in equity or by constitution or statute, of, and any and all such
rights and claims against, every such incorporator, stockholder, officer or
director as such, because of the creation of the indebtedness hereby authorized,
or under or by reason of the obligations, covenants or agreements contained in
this Indenture or in any of the Securities or implied therefrom, are hereby
expressly waived and released as a condition of, and as a consideration for, the
execution of this Indenture and the issuance of such Securities.

                                  ARTICLE XIII

                                  Subordination

      SECTION 13.01 Agreement to Subordinate. The Company agrees that the
Indebtedness evidenced by each series of Securities is subordinated in right of
payment, to the extent and in the manner provided in this Article XIII, to the
prior payment in full in cash or Cash Equivalents of all Senior Indebtedness of
the Company, including Senior Indebtedness of the Company incurred after the
date hereof.

      SECTION 13.02 Liquidation; Dissolution; Bankruptcy. The holders of Senior
Indebtedness of the Company shall be entitled to receive payment in full in cash
or Cash Equivalents of all Obligations due in respect of Senior Indebtedness of
the Company (including interest after the commencement of any bankruptcy
proceeding at the rate specified in the documentation for the applicable Senior
Indebtedness of the Company) before the holders of any series of Securities
shall be entitled to receive any payment with respect to such series of
Securities (except that holders of any series of Securities may receive and
retain Permitted Junior Securities or payments from the trust pursuant to
Article XI), in the event of any distribution to creditors of the Company in:

            (a) any liquidation or dissolution of the Company;

            (b) any bankruptcy, reorganization, insolvency, receivership or
similar proceeding relating to the Company or its property;

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

            (d) any marshaling of the Company's assets and liabilities.

      SECTION 13.03 Default on Designated Senior Indebtedness. The Company shall
not make any payment in respect of any series of Securities (except that holders
of any series of Securities may receive and retain Permitted Junior Securities
or payments from the trust pursuant to Article XI) if:

                                       45
<PAGE>

            (a) a payment default on Senior Indebtedness of the Company occurs
and is continuing beyond any applicable grace period; or

            (b) any other default (a "nonpayment default") occurs and is
continuing on any Senior Indebtedness of the Company that permits holders of
Senior Indebtedness of the Company to accelerate its maturity and the Trustee
receives a notice of such default (a "Payment Blockage Notice") from a
Representative of the holders of such Senior Indebtedness.

            (c) Payments on any series of Securities may and shall be resumed:

                  (1) in the case of a payment default on Senior Indebtedness of
      the Company, upon the date on which such default is cured or waived; and

                  (2) in the case of a non-payment default on Senior
      Indebtedness of the Company, the earlier of (x) the date on which such
      default is cured or waived, (y) 179 days after the date on which the
      applicable Payment Blockage Notice is received and (z) the date the
      Trustee receives notice from the Representative for such Senior
      Indebtedness rescinding the Payment Blockage Notice, unless the maturity
      of such Senior Indebtedness of the Company has been accelerated.

            (d) No new Payment Blockage Notice may be delivered unless and until
360 days have elapsed since the delivery of the immediately prior Payment
Blockage Notice.

            (e) No non-payment default that existed or was continuing on the
date of delivery of any Payment Blockage Notice to the Trustee shall be, or be
made, the basis for a subsequent Payment Blockage Notice unless such default has
been cured or waived for a period of not less than 90 days.

            (f) If the Trustee or any holder of any series of Securities
receives a payment in respect of such series of Securities (except in Permitted
Junior Securities or from the trust described under Article XI) when (i) the
payment is prohibited by this Article XIII and (ii) the Trustee or the holder
has actual knowledge that the payment is prohibited, provided that such actual
knowledge shall not be required in the case of any payment default on Senior
Indebtedness, the Trustee or the holder, as the case may be, shall hold the
payment in trust for the benefit of the holders of Senior Indebtedness of the
Company. Upon the proper written request of the holders of Senior Indebtedness
of the Company or if there is any payment default on any Senior Indebtedness,
the Trustee or the Securityholder, as the case may be, shall deliver the amounts
in trust to the holders of Senior Indebtedness of the Company or their proper
Representative.

      SECTION 13.04 Acceleration of Securities.. If payment of any series of
Securities is accelerated because of an Event of Default, the Company and the
Trustee shall promptly notify holders of Senior Indebtedness of the
acceleration.

      SECTION 13.05 When Distribution Must Be Paid Over. In the event that the
Trustee or any Securityholder receives any payment of any Obligations with
respect to any series of Securities (except in Permitted Junior Securities or
from the trust pursuant to Article XI hereof) at a time when the Trustee or such
Securityholder, as applicable, has actual knowledge

                                       46
<PAGE>

that such payment is prohibited by this Article XIII, such payment shall be held
by the Trustee or such Securityholder, as applicable, in trust for the benefit
of, and shall be paid forthwith over and delivered, upon written request, to the
holders of Senior Indebtedness as their interests may appear or their
Representative under the agreement (if any) pursuant to which Senior
Indebtedness may have been issued, as their respective interests may appear, for
application to the payment of all Obligations with respect to Senior
Indebtedness remaining unpaid to the extent necessary to pay such Obligations in
full in accordance with their terms, after giving effect to any concurrent
payment or distribution to or for the holders of Senior Indebtedness.

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

      SECTION 13.06 Notice by the Company. The Company shall promptly notify the
Trustee and any paying agent in writing of any facts known to the Company that
would cause a payment of any Obligations with respect to any series of
Securities to violate this Article XIII, but failure to give such notice shall
not affect the subordination of such series of Securities to the Senior
Indebtedness as provided in this Article XIII.

      SECTION 13.07 Subrogation. After all Senior Indebtedness is paid in full
and until each series of Securities are paid in full, holders of all series of
Securities shall be subrogated (equally and ratably with all other indebtedness
pari passu with any other series of Securities) to the rights of holders of
Senior Indebtedness to receive distributions applicable to Senior Indebtedness
to the extent that distributions otherwise payable to the holders of any series
of Securities have been applied to the payment of Senior Indebtedness. A
distribution made under this Article XIII to holders of Senior Indebtedness that
otherwise would have been made to holders of any series of Securities is not, as
between the Company and such Securityholders, a payment by the Company on such
series of Securities.

      SECTION 13.08 Relative Rights. This Article XIII defines the relative
rights of holders of any series of Securities and holders of Senior
Indebtedness. Nothing in this Indenture shall:

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

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

                                       47
<PAGE>

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

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

      SECTION 13.09 Subordination May Not Be Impaired by the Company. No right
of any holder of Senior Indebtedness to enforce the subordination of the
Indebtedness evidenced by any series of Securities shall be impaired by any act
or failure to act by the Company or any Securityholder or by the failure of the
Company or any Securityholder to comply with this Indenture.

      SECTION 13.10 Distribution or Notice to Representative. Whenever a
distribution is to be made or a notice given to holders of Senior Indebtedness,
the distribution may be made and the notice given to their Representative.

      Upon any payment or distribution of assets of the Company referred to in
this Article XIII, the Trustee and the holders of any series of Securities shall
be entitled to rely upon any order or decree made by any court of competent
jurisdiction or upon any certificate of such Representative or of the
liquidating trustee or agent or other Person making any distribution to the
Trustee or to the holders of any series of Securities for the purpose of
ascertaining the Persons entitled to participate in such distribution, the
holders of the Senior Indebtedness and other indebtedness of the Company, the
amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article XIII.

      SECTION 13.11 Rights of Trustee and Any Paying Agent. Notwithstanding this
Article XIII or any other provision of this Indenture, the Trustee shall not be
charged with knowledge of the existence of any facts that would prohibit the
making of any payment or distribution by the Trustee, and the Trustee and any
paying agent may continue to make payments on the Notes, unless the Trustee
shall have received at its Corporate Trust Office at least five Business Days
prior to the date of such payment written notice of facts that would cause the
payment of any Obligations with respect to any series of Securities to violate
this Article XIII. Only the Company or a Representative may give the notice.
Nothing in this Article XIII shall impair the payments to the Trustee under
Section 7.06 hereof.

      The Trustee in its individual or any other capacity may hold Senior
Indebtedness with the same rights it would have if it were not Trustee. Any
agent may do the same with like rights.

      SECTION 13.12 Authorization to Effect Subordination. Each holder of any
series of Securities, by the Securityholder's acceptance thereof, authorizes and
directs the Trustee on such Securityholder's behalf to take such action as may
be necessary or appropriate to effectuate the subordination as provided in this
Article XIII, and appoints the Trustee to act as such Holder's attorney-in-fact
for any and all such purposes.

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<PAGE>

                                  ARTICLE XIV

                            Miscellaneous Provisions

      SECTION 14.01 Effect on Successors and Assigns. All the covenants,
stipulations, promises and agreements in this Indenture contained by or on
behalf of the Company shall bind their respective successors and assigns,
whether so expressed or not.

      SECTION 14.02 Actions by Successor. Any act or proceeding by any provision
of this Indenture authorized or required to be done or performed by any board,
committee or officer of the Company shall and may be done and performed with
like force and effect by the corresponding board, committee or officer of any
corporation that shall at the time be the lawful sole successor of the Company.

      SECTION 14.03 Notices. Except as otherwise expressly provided herein any
notice or demand that by any provision of this Indenture is required or
permitted to be given or served by the Trustee or by the holders of Securities
to or on the Company may be given or served by being deposited first class
postage prepaid in a post-office letterbox addressed (until another address is
filed in writing by the Company with the Trustee), as follows: Steelcase Inc.,
901 44th Street, Grand Rapids, Michigan 49508, Attention: Legal Services. Any
notice, election, 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 in writing at the Corporate Trust Office of the
Trustee. Any notice to be given to any Securityholder shall be given to each
Securityholder by being deposited first class postage prepaid in a post-office
letterbox addressed to his or her address as it appears in the Security Register
and shall be sufficiently given if so mailed within the time prescribed herein.
Failure to mail a notice or communication to a Securityholder or any defect in
it shall not affect its sufficiency with respect to other Securityholders. If a
notice or communication is mailed in the manner provided above, it is duly
given, whether or not the addressee receives it.

      SECTION 14.04 Governing Law. This Indenture and each Security shall be
deemed to be a contract made under the internal laws of the State of New York,
and for all purposes shall be construed in accordance with the laws of said
State.

      SECTION 14.05 Treatment of Securities as Debt. It is intended that the
Securities will be treated as indebtedness and not as equity for federal income
tax purposes. The provisions of this Indenture shall be interpreted to further
this intention.

      SECTION 14.06 Compliance Certificates and Opinions. (a) 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 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 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.

                                       49
<PAGE>

            (b) Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
in this Indenture shall include (1) a statement that the Person making such
certificate or opinion has read such covenant or condition; (2) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based; (3) a statement that, in the opinion of 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 (4) a statement as to whether or not, in the opinion of such
Person, such condition or covenant has been complied with.

            (c) Any certificate, statement or opinion of any 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,
or in the exercise of reasonable care should know that the same are erroneous.

      Any certificate, statement or opinion of counsel may be based, insofar as
it relates to factual matters or information with respect to which is in the
possession of the Company, upon the certificate, statement or opinion of or
representations by an officer of 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, or in the exercise of reasonable care should know that
the same 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 of or representations with
respect to the accounting matters upon which his certificate, statement or
opinion may be based as aforesaid are erroneous, or in the exercise of
reasonable care should know that the same are erroneous.

      SECTION 14.07 Payments on Business Days. Except as provided pursuant to
Section 2.01 pursuant to a Board Resolution, and as set forth in an Officers'
Certificate, or established in one or more indentures supplemental to this
Indenture, in any case where the date of maturity of interest or principal of
any Security or the date of redemption of any Security shall not be a Business
Day, then payment of interest or principal (and premium, if any) may be made on
the next succeeding Business Day with the same force and effect as if made on
the nominal date of maturity or redemption, and no additional interest shall
accrue as a result of such payment being made on the next succeeding Business
Day.

      SECTION 14.08 Conflict with Trust Indenture Act. If and to the extent that
any provision of this Indenture limits, qualifies or conflicts with the duties
imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act, such
imposed duties shall control.

                                       50
<PAGE>

      SECTION 14.09 Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

      SECTION 14.10 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.

      SECTION 14.11 Separability. In case any one or more of the provisions
contained in this Indenture or in the Securities of any series shall for any
reason be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provisions
of this Indenture or of such Securities, but this Indenture and such Securities
shall be construed as if such invalid or illegal or unenforceable provision had
never been contained herein or therein.

      SECTION 14.12 Assignment. The Company will have the right at all times to
assign any of its rights or obligations under this Indenture to a direct or
indirect wholly-owned Subsidiary, provided that, in the event of any such
assignment, the Company, will remain liable for all such obligations. Subject to
the foregoing, the Indenture is binding upon and inures to the benefit of the
parties thereto and their respective successors and assigns. This Indenture may
not otherwise be assigned by the parties thereto.

                                       51
<PAGE>

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

                                       STEELCASE INC.

                                       by
                                         _________________________
                                         Name:
                                         Title:

                                                               ,
                                       as Trustee

                                       by
                                         _________________________
                                         Name:
                                         Title: