<PAGE>

                                                                    Exhibit 4(k)
--------------------------------------------------------------------------------

                        GENESEE & WYOMING INC., as Issuer

                                      and

                              _________, as Trustee

                                  ____________

                                    Indenture

                                  ____________

                         Dated as of __________ __, 2001

<PAGE>

                               Table of Contents
                               -----------------

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                                                                                                             Page
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ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION ...................................         1

     Section 1.01.     Definitions ....................................................................         1
     Section 1.02.     Compliance Certificates and Opinions ...........................................         9
     Section 1.03.     Form of Documents Delivered to Trustee .........................................         9
     Section 1.04.     Notices, etc., to Trustee and Company ..........................................        10
     Section 1.05.     Notice to Holders; Waiver ......................................................        10
     Section 1.06.     Conflict with Trust Indenture Act ..............................................        11
     Section 1.07.     Effect of Headings and Table of Contents .......................................        11
     Section 1.08.     Successors and Assigns .........................................................        11
     Section 1.09.     Separability Clause ............................................................        11
     Section 1.10.     Benefits of Indenture ..........................................................        11
     Section 1.11.     Governing Law ..................................................................        11
     Section 1.12.     Legal Holidays .................................................................        11
     Section 1.13.     No Security Interest Created ...................................................        12
     Section 1.14.     Liability Solely Corporate .....................................................        12

ARTICLE TWO DEBT SECURITY FORMS .......................................................................        12

     Section 2.01.     Forms Generally ................................................................        12
     Section 2.02.     Form of Trustee's Certificate of Authentication ................................        13
     Section 2.03.     Securities in Global Form ......................................................        13

ARTICLE THREE THE DEBT SECURITIES .....................................................................        13

     Section 3.01.     Amount Unlimited; Issuable in Series ...........................................        13
     Section 3.02.     Denominations ..................................................................        17
     Section 3.03.     Execution, Authentication, Delivery and Dating .................................        17
     Section 3.04.     Temporary Debt Securities; Global Notes Representing Registered Securities .....        18
     Section 3.05.     Transfer and Exchange ..........................................................        21
     Section 3.06.     Mutilated, Destroyed, Lost and Stolen Debt Securities ..........................        22
     Section 3.07.     Payment of Interest; Interest Rights Preserved .................................        22
     Section 3.08.     Cancellation ...................................................................        23
     Section 3.09.     Computation of Interest ........................................................        24
     Section 3.10.     Currency of Payments in Respect of Debt Securities .............................        24
     Section 3.11.     Judgments ......................................................................        26
     Section 3.12.     Exchange Upon Default ..........................................................        27
     Section 3.13.     CUSIP and ISN Numbers ..........................................................        27

ARTICLE FOUR SATISFACTION AND DISCHARGE ...............................................................        27

     Section 4.01.     Satisfaction and Discharge of Indenture ........................................        27
     Section 4.02.     Application of Trust Money .....................................................        29
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                                       i

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ARTICLE FIVE REMEDIES ................................................................................................   29

      Section 5.01.     Events of Default ............................................................................   29
      Section 5.02.     Acceleration of Maturity; Rescission and Annulment ...........................................   30
      Section 5.03.     Collection of Indebtedness and Suits for Enforcement by Trustee ..............................   31
      Section 5.04.     Trustee May File Proofs of Claim .............................................................   32
      Section 5.05.     Trustee May Enforce Claims Without Possession of Debt Securities .............................   32
      Section 5.06.     Application of Money Collected ...............................................................   33
      Section 5.07.     Limitation on Suits ..........................................................................   33
      Section 5.08.     Unconditional Right of Holders to Receive Principal, Premium and Interest ....................   34
      Section 5.09.     Restoration of Rights and Remedies ...........................................................   34
      Section 5.10.     Rights and Remedies Cumulative ...............................................................   34
      Section 5.11.     Delay or Omission Not Waiver .................................................................   34
      Section 5.12.     Control by Holders ...........................................................................   34
      Section 5.13.     Waiver of Past Defaults ......................................................................   35
      Section 5.14.     Undertaking for Costs ........................................................................   35
      Section 5.15.     Waiver of Stay or Extension Laws .............................................................   35

ARTICLE SIX THE TRUSTEE ..............................................................................................   36

      Section 6.01.     Certain Duties and Responsibilities ..........................................................   36
      Section 6.02.     Notice of Defaults ...........................................................................   37
      Section 6.03.     Certain Rights of Trustee ....................................................................   37
      Section 6.04.     Not Responsible for Recitals or Issuance of Debt Securities ..................................   38
      Section 6.05.     May Hold Debt Securities .....................................................................   38
      Section 6.06.     Money Held in Trust ..........................................................................   38
      Section 6.07.     Compensation and Reimbursement ...............................................................   38
      Section 6.08.     Disqualification; Conflicting Interests ......................................................   39
      Section 6.09.     Corporate Trustee Required; Eligibility ......................................................   44
      Section 6.10.     Resignation and Removal; Appointment of Successor ............................................   44
      Section 6.11.     Acceptance of Appointment by Successor .......................................................   45
      Section 6.12.     Merger, Conversion, Consolidation or Succession to Business ..................................   46
      Section 6.13.     Preferential Collection of Claims Against Company ............................................   46
      Section 6.14.     Appointment of Authenticating Agent ..........................................................   49

ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY ......................................................   51

      Section 7.01.     Company to Furnish Trustee Names and Addresses of Holders ....................................   51
      Section 7.02.     Preservation of Information; Communication to Holders ........................................   51
      Section 7.03.     Reports by Trustee ...........................................................................   53
      Section 7.04.     Reports by Company ...........................................................................   54

ARTICLE EIGHT CONCERNING THE HOLDERS .................................................................................   55

      Section 8.01.     Acts of Holders ..............................................................................   55
      Section 8.02.     Proof of Ownership; Proof of Execution of Instruments by Holder ..............................   55
      Section 8.03.     Persons Deemed Owners ........................................................................   55
      Section 8.04.     Revocation of Consents; Future Holders Bound .................................................   56
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                                       ii

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ARTICLE NINE HOLDERS' MEETINGS .......................................................................................   56

      Section 9.01.     Purposes of Meetings .........................................................................   56
      Section 9.02.     Call of Meetings by Trustee ..................................................................   56
      Section 9.03.     Call of Meetings by Company or Holders .......................................................   57
      Section 9.04.     Qualifications for Voting ....................................................................   57
      Section 9.05.     Regulations ..................................................................................   57
      Section 9.06.     Voting .......................................................................................   58
      Section 9.07.     No Delay of Rights by Meeting ................................................................   58

ARTICLE TEN CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE .....................................................   58

      Section 10.01.    Company May Consolidate, etc., Only on Certain Terms .........................................   58
      Section 10.02.    Successor Corporation Substituted ............................................................   59

ARTICLE ELEVEN SUPPLEMENTAL INDENTURES ...............................................................................   59

      Section 11.01.    Supplemental Indentures Without Consent of Holders ...........................................   59
      Section 11.02.    Supplemental Indentures With Consent of Holders ..............................................   60
      Section 11.03.    Execution of Supplemental Indentures .........................................................   61
      Section 11.04.    Effect of Supplemental Indentures ............................................................   61
      Section 11.05.    Conformity with Trust Indenture Act ..........................................................   61
      Section 11.06.    Reference in Debt Securities to Supplemental Indentures ......................................   61
      Section 11.07.    Notice of Supplemental Indenture .............................................................   62

ARTICLE TWELVE COVENANTS .............................................................................................   62

      Section 12.01.    Payment of Principal, Premium and Interest ...................................................   62
      Section 12.02.    Officer's Certificate as to Default ..........................................................   62
      Section 12.03.    Maintenance of Office or Agency ..............................................................   62
      Section 12.04.    Money for Debt Securities; Payments To Be Held in Trust ......................................   63
      Section 12.05.    Corporate Existence ..........................................................................   64
      Section 12.06.    Waiver of Certain Covenants ..................................................................   64

ARTICLE THIRTEEN REDEMPTION OF DEBT SECURITIES .......................................................................   64

      Section 13.01.    Applicability of Article .....................................................................   64
      Section 13.02.    Election to Redeem; Notice to Trustee ........................................................   64
      Section 13.03.    Selection by Trustee of Debt Securities to Be Redeemed .......................................   65
      Section 13.04.    Notice of Redemption .........................................................................   65
      Section 13.05.    Deposit of Redemption Price ..................................................................   66
      Section 13.06.    Debt Securities Payable on Redemption Date ...................................................   66
      Section 13.07.    Debt Securities Redeemed in Part .............................................................   66

ARTICLE FOURTEEN SINKING FUNDS .......................................................................................   67

      Section 14.01.    Applicability of Article .....................................................................   67
      Section 14.02.    Satisfaction of Mandatory Sinking Fund Payments with Debt Securities .........................   67
      Section 14.03.    Redemption of Debt Securities for Sinking Fund ...............................................   67
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                                      iii

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ARTICLE FIFTEEN DEFEASANCE....................................................................................... 69

         Section 15.01.    Applicability of Article.............................................................. 69
         Section 15.02.    Defeasance Upon Deposit of Moneys or U.S. Government Obligations...................... 69
         Section 15.03.    Deposited Moneys and U.S. Government Obligations to Be Held in Trust.................. 70
         Section 15.04.    Repayment to Company.................................................................. 71

ARTICLE SIXTEEN SUBORDINATION.................................................................................... 71

         Section 16.01.    Agreement to Subordinate.............................................................. 71
         Section 16.02.    Distribution on Dissolution, Liquidation and Reorganization;
                           Subrogation of Debt Securities........................................................ 71
         Section 16.03.    No Payment on Debt Securities in Event of Default on Senior Indebtedness.............. 73
         Section 16.04.    Payments on Debt Securities Permitted................................................. 73
         Section 16.05.    Trustee to Effectuate Subordination................................................... 73
         Section 16.06.    Notices to Trustee.................................................................... 73
         Section 16.07.    Trustee as Holder of Senior Indebtedness.............................................. 74
         Section 16.08.    Modification of Terms of Senior Indebtedness.......................................... 74
         Section 16.09.    Reliance on Judicial Order or Certificate of Liquidation Agent........................ 74

ARTICLE SEVENTEEN CONVERSION..................................................................................... 75

         Section 17.01.    Applicability; Conversion Privilege................................................... 75
         Section 17.02.    Conversion Procedure; Conversion Price; Fractional Shares............................. 75
         Section 17.03.    Adjustment of Conversion Price for Common Stock....................................... 76
         Section 17.04.    Consolidation or Merger of the Company................................................ 78
         Section 17.05.    Notice of Adjustment.................................................................. 79
         Section 17.06.    Notice in Certain Events.............................................................. 79
         Section 17.07.    Company to Reserve Stock; Registration; Listing....................................... 80
         Section 17.08.    Taxes on Conversion................................................................... 80
         Section 17.09.    Conversion After Record Date.......................................................... 80
         Section 17.10.    Company Determination Final........................................................... 81
         Section 17.11.    Trustee's Disclaimer.................................................................. 81
</TABLE>

                                       iv

<PAGE>

           Reconciliation and tie between Trust Indenture Act of 1939
                  and Indenture, dated as of _________ __, 2001

Trust Indenture Act Section                                   Indenture Section
Sec. 310   (a)(1) ..........................................      6.09
           (a)(2) ..........................................      6.09
           (a)(3) ..........................................      Not Applicable
           (a)(4) ..........................................      Not Applicable
           (a)(5) ..........................................      6.09
           (b) .............................................      6.08, 6.10
           (c) .............................................      Not Applicable
Sec. 311   (a) .............................................      6.13(a)
           (b) .............................................      6.13(b)
           (c) .............................................      Not Applicable
Sec. 312   (a) .............................................      7.01, 7.02(a)
           (b) .............................................      7.02(b)
           (c) .............................................      7.02(c)
Sec. 313   (a) .............................................      7.03(a)
           (b) .............................................      7.03(b)
           (c) .............................................      7.03(a)
                                                                  7.03(c)
Sec. 314   (a) .............................................      7.04, 12.02
           (b) .............................................      Not Applicable
           (c)(1) ..........................................      1.02
           (c)(2) ..........................................      1.02
           (c)(3) ..........................................      Not Applicable
           (d) .............................................      Not Applicable
           (e) .............................................      1.02
Sec. 315   (a) .............................................      6.01(a),
                                                                  6.01(c)
           (b) .............................................      6.02,
                                                                  7.03(a)(7)
           (c) .............................................      6.01(b)
           (d)(1) ..........................................      6.01(a)
           (d)(2) ..........................................      6.01(c)(2)
           (d)(3) ..........................................      6.01(c)(3)
           (e) .............................................      5.14
Sec. 316   (a)(1)(A) .......................................      5.02, 5.12
           (a)(1)(B) .......................................      5.13
           (a)(2) ..........................................      Not Applicable
           (b) .............................................      5.08
           (c ) ............................................      Not Applicable
Sec. 317   (a)(1) ..........................................      5.03
           (a)(2) ..........................................      5.04
           (b) .............................................      12.04
Sec. 318 ...................................................      1.06

__________

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

<PAGE>

          INDENTURE dated as of _______ __, 2001, between GENESEE & WYOMING
INC., a Delaware corporation (hereinafter called the "Company"), having its
principal executive office at 66 Field Point Road, Greenwich, Connecticut 06830
and ________________________ (hereinafter called the "Trustee"), having its
Corporate Trust Office at ____________________

                             RECITALS OF THE COMPANY

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

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

          NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                  ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

          Section 1.01. Definitions.
                        -----------

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

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

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

          (3) all accounting terms not otherwise defined herein have the
     meanings assigned to them in accordance with generally accepted accounting
     principles or as provided with respect to any series of Debt Securities,
     and, except as otherwise herein provided or as provided with respect to any
     series of Debt Securities, the term "generally accepted accounting
     principles" or "GAAP" with respect to any computation required or permitted
     hereunder with respect to any series of Debt Securities, shall mean such as
     set forth in the opinions and pronouncements of the Accounting Principles
     Board of the American Institute of Certified Public Accountants and
     statements and pronouncements of the Financial Accounting Standards Board
     or in such other statements by such other entity as have been approved by a
     significant segment of the accounting profession of the United States which
     are in effect as of the issuance date of such series of Debt Securities;
     and

<PAGE>

                                                                               2

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

Certain terms, used principally in Article Three or Article Six, are defined in
those respective Articles.

          "Act" when used with respect to any Holder, has the meaning specified
     in Section 8.01.

          "Affiliate" of any specified Person means any other Person directly or
     indirectly controlling or controlled by or under direct or indirect common
     control with such specified Person. For the purposes of this definition,
     "control" (including, with correlative meanings, the terms "controlling,"
     "controlled by" and "under common control with") as used with respect to
     any Person means the possession, directly or indirectly, of the power to
     direct or cause the direction of the management or policies of such Person,
     whether through the ownership of voting securities, by agreement or
     otherwise.

          "Authenticating Agent" has the meaning specified in Section 6.14.

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

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

          "Business Day" when used with respect to any Place of Payment or any
     other particular location referred to in this Indenture or in the Debt
     Securities means any day which is not a Saturday, a Sunday or a legal
     holiday or a day on which banking institutions or trust companies in that
     Place of Payment or other location are authorized or obligated by law to
     close, except as otherwise specified pursuant to Section 3.01.

          "Capital Stock" means: (i) in the case of a corporation, corporate
     stock (however designated); (ii) in the case of an association or business
     entity, any and all shares, interests, participations, rights or other
     equivalents (however designated) of corporate stock; (iii) in the case of a
     partnership or limited liability company, partnership or membership
     interests (whether general or limited); and (iv) 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.

          "Closing Price" of the Common Stock shall mean the last reported sale
     price of such stock (regular way) as shown on the Composite Tape of the New
     York Stock Exchange (or, if such stock is not listed or admitted to trading
     on the New York Stock Exchange, on the principal national securities
     exchange on which such stock is listed or admitted to trading), or, in case
     no such sale takes place on such day, the average of the closing bid and
     asked prices on the New York Stock Exchange (or, if such stock is not
     listed or admitted to trading on the New York Stock Exchange, on the
     principal national securities exchange on which such stock is listed or
     admitted to trading), or, if it is not listed or admitted to trading on any
     national securities exchange, the average of the closing bid and asked
     prices as reported by the National Association of Securities Dealers
     Automated Quotation System (NASDAQ), or if such stock is not so reported,
     the average of the closing bid and asked prices as furnished by any member
     of the National Association of Securities Dealers, Inc., selected from time
     to time by the Company for that purpose.

<PAGE>

                                                                               3

          "Code" means the Internal Revenue Code of 1986, as amended.

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

          "Common Stock" shall mean the Class A Common Stock, par value $.01 per
     share, of the Company authorized at the date of this Indenture as
     originally signed, or any other class of stock resulting from successive
     changes or reclassifications of such Common Stock, and in any such case
     including any shares thereof authorized after the date of this Indenture.

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

          "Company Request" and "Company Order" mean, respectively, a written
     request or order signed in the name of the Company by the Chairman of the
     Board of Directors, the Chief Executive Officer, the President, the Chief
     Financial Officer or a Vice President and by the Treasurer, an Assistant
     Treasurer, the Controller, an Assistant Controller, the Secretary or an
     Assistant Secretary of the Company, and delivered to the Trustee.

          "Component Currency" has the meaning specified in Section 3.10(h).

          "Conversion Agent" means any Person authorized by the Company to
     receive Debt Securities to be converted into Common Stock on behalf of the
     Company. The Company initially authorizes the Trustee to act as Conversion
     Agent for the Debt Securities on its behalf. The Company may at any time
     from time to time authorize one or more Persons to act as Conversion Agent
     in addition to or in place of the Trustee with respect to any series of
     Debt Securities issued under this Indenture.

          "Conversion Date" has the meaning specified in Section 3.10(d).

          "Conversion Event" means the cessation of (i) a Foreign Currency to be
     used both by the government of the country which issued such Currency and
     for the settlement of transactions by public institutions of or within the
     international banking community or (ii) any Currency unit to be used for
     the purposes for which it was established.

          "Conversion Price" means, with respect to any series of Debt
     Securities which are convertible into Common Stock, the price per share of
     Common Stock at which the Debt Securities of such series are so convertible
     pursuant to Section 3.01 with respect to such series, as the same may be
     adjusted from time to time in accordance with Section 17.03.

          "Corporate Trust Office" means the principal corporate trust office of
     the Trustee at which at any particular time its corporate trust business
     shall be administered, which office at the date of execution of this
     instrument is located at_________________.

          "Currency" means Dollars or Foreign Currency.

          "Currency Determination Agent" means the agent, if any, from time to
     time selected by the Trustee for purposes of Section 3.10; provided that
     such agent shall accept such appointment

<PAGE>

                                                                               4

     in writing and the terms of such appointment shall be acceptable to the
     Company and shall, in the opinion of the Company and the Trustee at the
     time of such appointment, require such agent to make the determinations
     required by this Indenture by a method consistent with the method provided
     in this Indenture for the making of such decision or determination.

          "Current Market Price" on any date shall mean the average of the daily
     Closing Prices per share of Common Stock for any thirty (30) consecutive
     Trading Days selected by the Company prior to the date in question, which
     thirty (30) consecutive Trading Day period shall not commence more than
     forty-five (45) Trading Days prior to the day in question; provided that
     with respect to Section 17.03(3), the "Current Market Price" of the Common
     Stock shall mean the average of the daily Closing Prices per share of
     Common Stock for the five (5) consecutive Trading Days ending on the date
     of the distribution referred to in Section 17.03(3) (or if such date shall
     not be a Trading Day, on the Trading Day immediately preceding such date).

          "Debt Securities" has the meaning stated in the first recital of this
     Indenture and more particularly means any Debt Securities (including any
     Global Notes) authenticated and delivered under this Indenture.

          "Defaulted Interest" has the meaning specified in Section 3.07.

          "Depositary" means with respect to the Debt Securities of any series
     issuable or issued in the form of one or more Global Notes, the Person
     designated as Depositary by the Company pursuant to Section 3.01 until a
     successor Depositary shall have become such pursuant to the applicable
     provisions of this Indenture, and thereafter "Depositary" shall mean or
     include each Person who is then a Depositary hereunder, and if at any time
     there is more than one such Person, "Depositary" as used with respect to
     the Debt Securities of any such series shall mean the Depositary with
     respect to the Global Notes of that series.

          "Discharged" has the meaning specified in Section 15.02.

          "Discount Security" means any Debt Security which is issued with
     "original issue discount" within the meaning of Section 1273(a) of the Code
     (or any successor provision) and the regulations thereunder.

          "Dollar" or "$" means a dollar or other equivalent unit in such coin
     or currency of the United States as at the time of payment is legal tender
     for the payment of public and private debts.

          "Dollar Equivalent of the Currency Unit" has the meaning specified in
     Section 3.10(g).

          "Dollar Equivalent of the Foreign Currency" has the meaning specified
     in Section 3.10(f).

          "Election Date" has the meaning specified in Section 3.10(h).

          "Event of Default" has the meaning specified in Section 5.01.

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

          "Exchange Rate Officer's Certificate" means a telex or a certificate
     setting forth (i) the applicable Market Exchange Rate and (ii) the Dollar,
     Foreign Currency or Currency unit amounts

<PAGE>

                                                                               5

of principal, premium, if any, and any interest respectively (on an aggregate
basis and on the basis of a Debt Security having the lowest denomination
principal amount determined in accordance with Section 3.02 in the relevant
Currency or Currency unit), payable on the basis of such Market Exchange Rate
sent (in the case of a telex) or signed (in the case of a certificate) by the
Treasurer or any Assistant Treasurer of the Company.

        "Fixed Rate Security" means a Debt Security which provides for the
payment of interest at a fixed rate.

        "Floating Rate Security" means a Debt Security which provides for the
payment of interest at a variable rate determined periodically by reference to
an interest rate index or any other index specified pursuant to Section 3.01.

        "Foreign Currency" mean any coin, currency, currency unit or composite
currency, including, without limitation, the euro, issued by the government of
one or more countries, other than the United States, or by any internationally
recognized union, confederation or association of such governments.

        "Global Note" means with respect to any series of Debt Securities issued
hereunder, a Debt Security (in either temporary or permanent form) which is
executed by the Company and authenticated and delivered by the Trustee to the
Depositary or pursuant to the Depositary's instruction, all in accordance with
this Indenture and any indentures supplemental hereto, or resolution of the
Board of Directors and set forth in an Officer's Certificate, which shall be
registered in the name of the Depositary or its nominee and which shall
represent, and shall be denominated in an amount equal to the aggregate
principal amount of, all the Outstanding Debt Securities of such series or any
portion thereof, in either case having the same terms, including, without
limitation, the same original issue date, date or dates on which principal is
due and interest rate or method of determining interest.

        "Holder," "Holder of Debt Securities" or other similar terms, means,
with respect to a Debt Security, the Registered Holder.

        "Indenture" means this instrument as originally executed, or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and, unless the context otherwise requires, shall include the terms of a
particular series of Debt Securities as established pursuant to Section 3.01.

        The term "interest," when used with respect to a Discount Security which
by its terms bears interest only on a certain date, means interest payable after
such date.

        "Interest Payment Date" with respect to any Debt Security means the
Stated Maturity of an installment of interest on such Debt Security.

        "Market Exchange Rate" means the noon Dollar buying rate in The City of
New York for cable transfers of such currency or currencies as published by the
Federal Reserve Bank of New York as of the most recent available date. If such
Market Exchange Rate is not available for any reason with respect to such
currency, the Trustee shall use, in its sole discretion and without liability on
its part, such quotation of the Federal Reserve Bank of New York or quotations
from one or more major banks in The City of New York or in the country of issue
of the currency in question, which for purposes of the euro shall be any member
state of the European Union that has adopted the euro, as the Trustee shall deem
appropriate.

<PAGE>

                                                                               6

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

        "Officers' Certificate" means a certificate signed by the Chairman of
the Board of Directors, the Chief Executive Officer, the President, the Chief
Financial Officer or a Vice President, and by the Treasurer, an Assistant
Treasurer, the Controller, an Assistant Controller, the Secretary or an
Assistant Secretary of the Company, and delivered to the Trustee.

        "Opinion of Counsel" means a written opinion of counsel, who may be
counsel to the Company (including an employee of the Company) and who shall be
satisfactory to the Trustee, which is delivered to the Trustee.

        "Outstanding" when used with respect to Debt Securities, means, as of
the date of determination, all Debt Securities theretofore authenticated and
delivered under this Indenture, except:

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

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

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

provided, however, that in determining whether the Holders of the requisite
principal amount of Debt Securities Outstanding have performed any Act
hereunder, Debt Securities owned by the Company or any other obligor upon the
Debt Securities or any Affiliate of the Company or of such other obligor shall
be disregarded and deemed not to be Outstanding (provided, that in connection
with any offer by the Company or any obligor to purchase Debt Securities, Debt
Securities rendered by a Holder shall be Outstanding until the date of
purchase), except that, in determining whether the Trustee shall be protected in
relying upon any such Act, only Debt Securities which the Trustee knows to be so
owned shall be so disregarded. Debt Securities so owned which have been pledged
in good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right to act with respect to such Debt
Securities and that the pledgee is not the Company or any other obligor upon the
Debt Securities or any Affiliate of the Company or of such other obligor. In
determining whether the Holders of the requisite principal amount of Outstanding
Debt Securities have performed any Act hereunder, the principal amount of a
Discount Security that shall be deemed to be Outstanding for such purpose shall
be the amount of the principal thereof that would be due and payable as of the
date

<PAGE>

                                                                               7

of such determination upon a declaration of acceleration of the Maturity thereof
pursuant to Section 5.02 and the principal amount of a Debt Security denominated
in a Foreign Currency that shall be deemed to be Outstanding for such purpose
shall be the amount calculated pursuant to Section 3.10(j).

        "Overdue Rate" when used with respect to any series of the Debt
Securities, means the rate designated as such in or pursuant to the Board
Resolution or the supplemental indenture, as the case may be, relating to such
series as contemplated by Section 3.01.

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

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

        "Place of Payment" when used with respect to the Debt Securities of any
series means the place or places where the principal of (and premium, if any)
and interest on the Debt Securities of that series are payable as specified
pursuant to Section 3.01.

        "Predecessor Security" of any particular Debt Security means every
previous Debt Security evidencing all or a portion of the same debt as that
evidenced by such particular Debt Security; and, for the purposes of this
definition, any Debt Security authenticated and delivered under Section 3.06 in
lieu of a mutilated, lost, destroyed or stolen Debt Security shall be deemed to
evidence the same debt as the mutilated, lost, destroyed or stolen Debt
Security.

        "Redemption Date" when used with respect to any Debt Security to be
redeemed, means the date fixed for redemption by or pursuant to this Indenture,
including pursuant to the Board Resolution or supplemental indenture relating to
such Debt Security as contemplated by Section 3.01.

        "Redemption Price" means, in the case of a Discount Security, the amount
of the principal thereof that would be due and payable as of the Redemption Date
upon a declaration of acceleration of the Maturity thereof pursuant to Section
5.02, and in the case of any other Debt Security, the principal amount thereof,
plus, in each case, premium, if any, and accrued and unpaid interest, if any, to
the Redemption Date.

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

        "Registered Security" means any Debt Security in the form established
pursuant to Section 2.01 which is registered as to principal and interest in the
Security Register.

        "Regular Record Date" for the interest payable on the Registered
Securities of any series on any Interest Payment Date means the date specified
for the purpose pursuant to Section 3.01 for such Interest Payment Date.

        "Responsible Officer" when used with respect to the Trustee means any
vice president, the secretary, any assistant secretary or any assistant vice
president or any other officer of the Trustee customarily performing functions
similar to those performed by any of the above designated officers and also
means, with respect to a particular corporate trust matter, any other

<PAGE>

                                                                               8

officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.

        "Security Register" and "Security Registrar" have the respective
meanings specified in Section 3.05(a).

        "Senior Indebtedness" means the principal of (and premium, if any) and
unpaid interest on (i) indebtedness of the Company, whether outstanding on the
date of this Indenture or thereafter created, incurred, assumed or guaranteed,
for money borrowed (other than the indebtedness evidenced by the Debt Securities
of any series), unless in the instrument creating or evidencing the same or
pursuant to which the same is outstanding it is provided that such indebtedness
is not senior or prior in right of payment to the Debt Securities, and (ii)
renewals, extensions, modifications and refundings of any such indebtedness.

        "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.07.

        "Specified Amount" has the meaning specified in Section 3.10(h).

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

        "Subsidiary" means, with respect to any Person, (i) any corporation,
association, or other business entity (other than a partnership) of which more
than 50% of the total voting power of shares of Capital Stock entitled (without
regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time of determination owned or
controlled, directly or indirectly, by such Person or one or more of the other
Subsidiaries of that Person or a combination thereof and (ii) any partnership of
which more than 50% of the partnership's capital accounts, distribution rights
or general or limited partnership interests are owned or controlled, directly or
indirectly, by such Person or one or more of the other Subsidiaries of that
Person or a combination thereof.

        "Trading Day" shall mean, with respect to the Common Stock, so long as
the Common Stock is listed or admitted to trading on the New York Stock
Exchange, a day on which the New York Stock Exchange is open for the transaction
of business, or, if the Common Stock is not listed or admitted to trading on the
New York Stock Exchange, a day on which the principal national securities
exchange on which the Common Stock is listed is open for the transaction of
business, or, if the Common Stock is not so listed or admitted for trading on
any national securities exchange, a day on which NASDAQ is open for the
transaction of business.

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

<PAGE>

                                                                               9

          "Trust Indenture Act" means the Trust Indenture Act of 1939 as amended
     and as in force at the date as of which this instrument was executed, and,
     to the extent required by law, as amended.

          "United States" means the United States of America (including the
     States and the District of Columbia), and its possessions, which include
     Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and
     the Northern Mariana Islands.

          "U.S. Government Obligations" has the meaning specified in Section
     15.02.

          "Valuation Date" has the meaning specified in Section 3.10(c).

          "Vice President" includes with respect to the Company and the Trustee,
     any Vice President of the Company or the Trustee, as the case may be,
     whether or not designated by a number or word or words added before or
     after the title "Vice President."

          Section 1.02. Compliance Certificates and Opinions.
                        ------------------------------------

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

          Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than certificates
provided pursuant to Section 12.02) shall include:

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

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

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

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

          Section 1.03. Form of Documents Delivered to Trustee.
                        --------------------------------------

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

<PAGE>

                                                                              10

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

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

          Section 1.04. Notices, etc., to Trustee and Company.
                        -------------------------------------

          Any Act of Holders or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with,

          (1) the Trustee by any Holder or by the Company shall be sufficient
     for every purpose hereunder (unless otherwise herein expressly provided) if
     made, given, furnished or filed in writing to or with the Trustee at its
     Corporate Trust Office, Attention: Corporate Trust Department, or

          (2) the Company by the Trustee or by any Holder shall be sufficient
     for every purpose hereunder (unless otherwise herein expressly provided) if
     in writing and mailed, first-class postage prepaid or airmail postage
     prepaid if sent from outside the United States, to the Company addressed to
     it at the address of its principal office specified in the first paragraph
     of this instrument, to the attention of its Treasurer, or at any other
     address previously furnished in writing to the Trustee by the Company.

          Any such Act or other document shall be in the English language,
except that any published notice may be in an official language of the country
of publication.

          Section 1.05. Notice to Holders; Waiver.
                        -------------------------

          When this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given to Registered Holders (unless otherwise
herein expressly provided) if in writing and mailed, first-class postage
prepaid, to such Registered Holders as their names and addresses appear in the
Security Register, within the time prescribed; provided, however, that, in any
                                               --------  -------
case, any notice to Holders of Floating Rate Securities regarding the
determination of a periodic rate of interest, if such notice is required
pursuant to Section 3.01, shall be sufficiently given if given in the manner
specified pursuant to Section 3.01.

          In the event of suspension of regular mail service or by reason of any
other cause it shall be impracticable to give notice by mail, such notification
as shall be given with the approval of the Trustee shall constitute sufficient
notice for every purpose hereunder.

          Where this Indenture provides for notice in any manner, such notice
may be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders shall be filed with the Trustee, but such

<PAGE>

                                                                              11

filing shall not be a condition precedent to the validity of any action taken in
reliance on such waiver. In any case where notice to Holders is given by mail,
neither the failure to mail such notice nor any defect in any notice so mailed
to any particular Holder shall affect the sufficiency of such notice with
respect to other Holders, and any notice which is mailed in the manner herein
provided shall be conclusively presumed to have been duly given. In any case
where notice to Holders is given by publication, any defect in any notice so
published as to any particular Holder shall not affect the sufficiency of such
notice with respect to other Holders, and any notice which is published in the
manner herein provided shall be conclusively presumed to have been duly given.

          Section 1.06. Conflict with Trust Indenture Act.
                        ---------------------------------

          If any provision hereof limits, qualifies or conflicts with the duties
imposed on any Person by the provisions of Sections 310 to 317, inclusive, of
the Trust Indenture Act, such imposed duties shall control.

          Section 1.07. Effect of Headings and Table of Contents.
                        ----------------------------------------

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

          Section 1.08. Successors and Assigns.
                        ----------------------

          All covenants and agreements in this Indenture by the parties hereto
shall bind their respective successors and assigns and inure to the benefit of
their permitted successors and assigns, whether so expressed or not.

          Section 1.09. Separability Clause.
                        -------------------

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

          Section 1.10. Benefits of Indenture.
                        ---------------------

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

          Section 1.11. Governing Law.
                        -------------

          This Indenture and the Debt Securities shall be governed by and
construed in accordance with the laws of the State of New York.

          Section 1.12. Legal Holidays.
                        --------------

          Unless otherwise specified pursuant to Section 3.01 or in any Debt
Security, in any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Debt Security of any series shall not be a Business Day at any
Place of Payment for the Debt Securities of that series, then (notwithstanding
any other provision of this Indenture or of the Debt Securities) payment of
principal (and premium, if any) or interest need not be made at such Place of
Payment on such date, but may be

<PAGE>

                                                                              12

made on the next succeeding Business Day at such Place of Payment with the same
force and effect as if made on the Interest Payment Date, Redemption Date or at
the Stated Maturity, and no interest shall accrue on the amount so payable for
the period from and after such Interest Payment Date, Redemption Date or Stated
Maturity, as the case may be, to such Business Day if such payment is made or
duly provided for on such Business Day.

          Section 1.13. No Security Interest Created.
                        ----------------------------

          Nothing in this Indenture or in the Debt Securities, express or
implied, shall be construed to constitute a security interest under the Uniform
Commercial Code or similar legislation, as now or hereafter enacted and in
effect in any jurisdiction where property of the Company or its Subsidiaries is
or may be located.

          Section 1.14. Liability Solely Corporate.
                        --------------------------

          No recourse shall be had for the payment of the principal of (or
premium, if any) or the interest on any Debt Securities, or any part thereof, or
of the indebtedness represented thereby, or upon any obligation, covenant or
agreement of this Indenture, against any incorporator, or against any
stockholder, officer or director, as such, past, present or future, of the
Company (or any incorporator, stockholder, officer or director 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, or by the enforcement of any assessment or
penalty or otherwise; it being expressly agreed and understood that this
Indenture and all the Debt Securities are solely corporate obligations, and that
no personal liability whatsoever shall attach to, or be incurred by, any such
incorporator, stockholder, officer or director, past, present or future, of the
Company (or any incorporator, stockholder, officer or director of any such
predecessor or successor corporation), either directly or indirectly through the
Company or any such predecessor or successor corporation, because of the
indebtedness hereby authorized or under or by reason of any of the obligations,
covenants, promises or agreements contained in this Indenture or in any of the
Debt Securities or to be implied herefrom or therefrom; and that any such
personal liability is hereby expressly waived and released as a condition of,
and as part of the consideration for, the execution of this Indenture and the
issue of Debt Securities; provided, however, that nothing herein or in the Debt
                          --------  -------
Securities contained shall be taken to prevent recourse to and the enforcement
of the liability, if any, of any stockholder or subscriber to capital stock upon
or in respect of the shares of capital stock not fully paid.

                                  ARTICLE TWO

                               DEBT SECURITY FORMS

          Section 2.01. Forms Generally.
                        ---------------

          The Debt Securities of each series shall be substantially in one of
the forms (including global form) established in or pursuant to a Board
Resolution or one or more indentures supplemental hereto, and shall have such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture, and may have such letters, numbers or
other marks of identification or designation and such legends or endorsements
placed 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 securities exchange on which any series of the Debt Securities
may be listed, or to conform to usage, all as determined by the officers
executing such Debt Securities as conclusively evidenced by their execution of
such Debt Securities. If the form of a series of Debt Securities (or any Global
Note) is

<PAGE>

                                                                              13

established in or pursuant to a Board Resolution, a copy of such Board
Resolution shall be delivered to the Trustee, together with an Officers'
Certificate setting forth the form of such series, at or prior to the delivery
of the Company Order contemplated by Section 3.03 for the authentication and
delivery of such Debt Securities (or any such Global Note).

          The definitive Debt Securities of each series shall be printed,
lithographed or engraved or produced by any combination of these methods on
steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such Debt Securities, as conclusively evidenced by
their execution of such Debt Securities.

          Section 2.02. Form of Trustee's Certificate of Authentication.
                        -----------------------------------------------

          The form of the Trustee's certificate of authentication to be borne by
the Debt Securities shall be substantially as follows:

          TRUSTEE'S CERTIFICATE OF AUTHENTICATION

          This is one of the series of Debt Securities issued under the within
mentioned Indenture.

                                    _________________________

                                    _________________________



                                   By________________________
                                       Authorized Signatory

          Section 2.03. Securities in Global Form.
                        -------------------------

          If any Debt Security of a series is issuable in global form (a "Global
Note"), such Global Note may provide that it shall represent the aggregate
amount of Outstanding Debt Securities from time to time endorsed thereon and may
also provide that the aggregate amount of Outstanding Debt Securities
represented thereby may from time to time be reduced to reflect exchanges. Any
endorsement of a Global Note to reflect the amount, or any increase or decrease
in the amount, of Outstanding Debt Securities represented thereby shall be made
by the Trustee and in such manner as shall be specified in such Global Note. Any
instructions by the Company with respect to a Global Note, after its initial
issuance, shall be in writing but need not comply with Section 1.02.

          Global Notes may be issued in either temporary or permanent form.
Permanent Global Notes will be issued in definitive form.

                                 ARTICLE THREE

                               THE DEBT SECURITIES

          Section 3.01. Amount Unlimited; Issuable in Series.
                        -----------------------------------

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

<PAGE>

                                                                              14

          The Debt Securities may be issued in one or more series. There shall
be established in or pursuant to a Board Resolution and (subject to Section
3.03) set forth in an Officers' Certificate, or established in one or more
indentures supplemental hereto, prior to the issuance of Debt Securities of any
series:

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

          (2) the aggregate principal amount of such series of Debt Securities
     and any limit, on the aggregate principal amount of the Debt Securities of
     the series which may be authenticated and delivered under this Indenture
     (except for Debt Securities authenticated and delivered upon transfer of,
     or in exchange for, or in lieu of, other Debt Securities of such series
     pursuant to Sections 3.04, 3.05, 3.06, 11.06 or 13.07);

          (3) the percentage of the principal amount at which Debt Securities of
     such series will be issued and, if other than the principal amount thereof,
     the portion of the principal amount thereof payable upon declaration of
     acceleration of the maturity or upon redemption thereof or the method by
     which such portion shall be redeemable;

          (4) the date or dates on which or periods during which the Debt
     Securities of the series may be issued, and the date or dates or the method
     by which such date or dates will be determined, on which the principal of
     (and premium, if any, on) the Debt Securities of such series are or may be
     payable (which, if so provided in such Board Resolution or supplemental
     indenture, may be determined by the Company from time to time as set forth
     in the Debt Securities of the series issued from time to time);

          (5) the rate or rates (which may be variable or fixed) at which the
     Debt Securities of the series shall bear interest, if any, or the method by
     which such rate or rates shall be determined, the date or dates from which
     such interest, if any, shall accrue or the method by which such date or
     dates shall be determined (which, in either case or both, if so provided in
     such Board Resolution or supplemental indenture, may be determined by the
     Company from time to time and set forth in the Debt Securities of the
     series issued from time to time); and the Interest Payment Dates on which
     such interest shall be payable (or the method of determination thereof),
     and the Regular Record Dates, if any, for the interest payable on such
     Interest Payment Dates and the notice, if any, to Holders regarding the
     determination of interest, the manner of giving such notice, the basis upon
     which interest shall be calculated if other than that of a 360-day year of
     twelve 30-day months and any conditions or contingencies as to the payment
     of interest in cash or otherwise, if any;

          (6) the place or places, if any, in addition to or instead of the
     Corporate Trust Office of the Trustee, where the principal of (and premium,
     if any) and interest on Debt Securities of the series shall be payable; the
     extent to which, or the manner in which, any interest payable on any Global
     Note on an Interest Payment Date will be paid, if other than in the manner
     provided in Section 3.07; and the manner in which any principal of, or
     premium, if any, on, any Global Note will be paid, if other than as set
     forth elsewhere herein and whether any Global Note will require any
     notation to evidence payment of principal or interest;

          (7) the obligation, if any, of the Company to redeem, repay, purchase
     or offer to purchase Debt Securities of the series pursuant to any
     mandatory redemption, sinking fund or analogous provisions or upon other
     conditions or at the option of the Holder thereof and the period or periods
     within which or the dates on which, the prices at which and the terms and

<PAGE>

                                                                              15

     conditions upon which the Debt Securities of the series shall be redeemed,
     repaid, purchased or offered to be purchased, in whole or in part, pursuant
     to such obligation;

          (8)  the right, if any, of the Company to redeem the Debt Securities
     of such series at its option and the period or periods within which, or the
     date or dates on which, the price or prices at which, and the terms and
     conditions upon which such Debt Securities may be redeemed, if any, in
     whole or in part, at the option of the Company or otherwise;

          (9)  if the Currency in which the Debt Securities shall be issuable is
     in Dollars, the denominations of such Debt Securities if other than
     denominations of $1,000 and any integral multiple thereof (except as
     provided in Section 3.04);

          (10) whether the Debt Securities of the series are to be issued as
     Discount Securities and the amount of discount with which such Debt
     Securities may be issued and, if other than the principal amount thereof,
     the portion of the principal amount of Debt Securities of the series which
     shall be payable upon declaration of acceleration of the Maturity thereof
     pursuant to Section 5.02;

          (11) provisions, if any, for the defeasance or discharge of certain of
     the Company's obligations with respect to Debt Securities of the series;

          (12) whether provisions for payment of additional amounts or tax
     redemptions shall apply and, if such provisions shall apply, such
     provisions;

          (13) if other than Dollars, the Foreign Currency or Currencies in
     which Debt Securities of the series shall be denominated or in which
     payment of the principal of (and premium, if any) and interest on the Debt
     Securities of the series may be made, and the particular provisions
     applicable thereto and, if applicable, the amount of Debt Securities of the
     series which entitles the Holder of a Debt Security of the series or its
     proxy to one vote for purposes of Section 9.05;

          (14) if the principal of (and premium, if any) or interest on Debt
     Securities of the series are to be payable, at the election of the Company
     or a Holder thereof, in a Currency other than that in which the Debt
     Securities are denominated or payable without such election, in addition to
     or in lieu of the provisions of Section 3.10, the period or periods within
     which and the terms and conditions upon which, such election may be made
     and the time and the manner of determining the exchange rate or rates
     between the Currency or Currencies in which the Debt Securities are
     denominated or payable without such election and the Currency or Currencies
     in which the Debt Securities are to be paid if such election is made;

          (15) the date as of which any Debt Securities of the series shall be
     dated, if other than as set forth in Section 3.03;

          (16) if the amount of payments of principal of (and premium, if any)
     or interest on the Debt Securities of the series may be determined with
     reference to an index, including, but not limited to, an index based on a
     Currency or Currencies other than that in which the Debt Securities are
     denominated or payable, or any other type of index, the manner in which
     such amounts shall be determined;

<PAGE>

          (17) if the Debt Securities of the series are denominated or payable
     in a Foreign Currency, any other terms concerning the payment of principal
     of (and premium, if any) or any interest on such Debt Securities (including
     the Currency or Currencies of payment thereof);

          (18) the designation of the original Currency Determination Agent, if
     any;

          (19) the applicable Overdue Rate, if any;

          (20) if the Debt Securities of the series do not bear interest, the
     applicable dates for purposes of Section 7.01;

          (21) any addition to, or modification or deletion of, any Events of
     Default, covenants or term of the subordination provided for with respect
     to Debt Securities of the series;

          (22) whether the Debt Securities of the series shall be issued in
     whole or in part in the form of one or more Global Notes and, in such case,
     the Depositary for such Global Note or Notes; and if the Debt Securities of
     the series are issuable only as Registered Securities, the manner in which
     and the circumstances under which Global Notes representing Debt Securities
     of the series may be exchanged for Registered Securities in definitive
     form, if other than, or in addition to, the manner and circumstances
     specified in Section 3.04(b);

          (23) the designation, if any, of any depositaries, trustees (other
     than the applicable Trustee), Paying Agents, Authenticating Agents,
     Security Registrars (other than the Trustee) or other agents with respect
     to the Debt Securities of such series;

          (24) if the Debt Securities of such series will be issuable in
     definitive form only upon receipt of certain certificates or other
     documents or upon satisfaction of certain conditions, the form and terms of
     such certificates, documents or conditions;

          (25) whether the Debt Securities of such series will be convertible
     into shares of Common Stock and, if so, the terms and conditions, which may
     be in addition to or in lieu of the provisions contained herein, upon which
     such Debt Securities will be so convertible, including the conversion price
     and the conversion period;

          (26) the portion of the principal amount of the Debt Securities which
     will be payable upon declaration of acceleration of the maturity thereof,
     if other than the principal amount thereof;

          (27) the nature, content and date for reports by the Company to the
     holders of the Offered Debt Securities;

          (28) any change in the right of the Trustee or the Holders to declare
     the principal of, and premium and interest on, such Debt Securities due and
     payable; and

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

          All Debt Securities of any one series shall be substantially identical
except as to denomination, rate of interest, Stated Maturity and the date from
which interest, if any, shall accrue, which, as set forth above, may be
determined by the Company from time to time as to Debt Securities of a series if
so provided in or established pursuant to the authority granted in a Board
Resolution or in any

<PAGE>

                                                                              17

such indenture supplemental hereto, and except as may otherwise be provided in
or pursuant to such Board Resolution and (subject to Section 3.03) set forth in
such Officers' Certificate, or in any such indenture supplemental hereto. All
Debt Securities of any one series need not be issued at the same time, and
unless otherwise provided, a series may be reopened for issuance of additional
Debt Securities of such series.

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

          Section 3.02. Denominations.
                        -------------

          In the absence of any specification pursuant to Section 3.01 with
respect to the Debt Securities of any series, the Debt Securities of such series
shall be issuable only as Registered Securities in denominations of $1,000 and
any integral multiple thereof and shall be payable only in Dollars.

          Section 3.03. Execution, Authentication, Delivery and Dating.
                        ----------------------------------------------

          The Debt Securities of any series shall be executed on behalf of the
Company by its Chairman of the Board, Chief Executive Officer, President, Chief
Financial Officer, one of its Vice Presidents or its Treasurer, under its
corporate seal reproduced thereon and attested by its Secretary or one of its
Assistant Secretaries. The signature of any of these officers may be manual or
facsimile.

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

          At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Debt Securities of any series, executed
by the Company, to the Trustee for authentication, together with a Company Order
for the authentication and delivery of such Debt Securities and the Trustee in
accordance with the Company Order shall authenticate and deliver such Debt
Securities. If all the Debt Securities of any one series are not to be issued at
one time and if a Board Resolution or supplemental indenture relating to such
series shall so permit, such Company Order may set forth procedures acceptable
to the Trustee for the issuance of such Debt Securities such as interest rate,
Stated Maturity, date of issuance and date from which interest, if any, shall
accrue. If any Debt Security shall be represented by a permanent Global Note,
then, for purposes of this Section and Section 3.04, the notation of a
beneficial owner's interest therein upon original issuance of such Debt Security
or upon exchange of a portion of a temporary Global Note shall be deemed to be
delivery in connection with the original issuance of such beneficial owner's
interest in such permanent Global Note.

          The Trustee shall be entitled to receive, and (subject to
Section 6.01) shall be fully protected in relying upon, prior to the
authentication and delivery of the Debt Securities of such series, (i) the
supplemental indenture or the Board Resolution by or pursuant to which the form
and terms of such Debt Securities have been approved and (ii) an Opinion of
Counsel substantially to the effect that:

          (1) all instruments furnished by the Company to the Trustee in
     connection with the authentication and delivery of such Debt Securities
     conform to the requirements of this Indenture and constitute sufficient
     authority hereunder for the Trustee to authenticate and deliver such Debt
     Securities;

<PAGE>

                                                                              18

          (2) the forms and terms of such Debt Securities have been established
     in conformity with the provisions of this Indenture;

          (3) in the event that the forms or terms of such Debt Securities have
     been established in a supplemental indenture, the execution and delivery of
     such supplemental indenture has been duly authorized by all necessary
     corporate action of the Company, such supplemental indenture has been duly
     executed and delivered by the Company and, assuming due authorization,
     execution and delivery by the Trustee, is a valid and binding obligation
     enforceable against the Company in accordance with its terms, subject to
     applicable bankruptcy, insolvency and similar laws affecting creditors'
     rights generally and subject, as to enforceability, to general principles
     of equity (regardless of whether enforcement is sought in a proceeding in
     equity or at law);

          (4) the execution and delivery of such Debt Securities have been duly
     authorized by all necessary corporate action of the Company and such Debt
     Securities have been duly executed by the Company and, assuming due
     authentication by the Trustee and delivery by the Company, are valid and
     binding obligations enforceable against the Company in accordance with
     their terms, entitled to the benefit of the Indenture, subject to
     applicable bankruptcy, insolvency and similar laws affecting creditors'
     rights generally and subject, as to enforceability, to general principles
     of equity (regardless of whether enforcement is sought in a proceeding in
     equity or at law) and subject to such other exceptions as counsel shall
     request and as to which the Trustee shall not reasonably object; and

          (5) the amount of Debt Securities Outstanding of such series, together
     with the amount of such Debt Securities, does not exceed any limit
     established under the terms of this Indenture on the amount of Debt
     Securities of such series that may be authenticated and delivered.

          The Trustee shall not be required to authenticate such Debt Securities
if the issuance of such Debt Securities pursuant to this Indenture will affect
the Trustee's own rights, duties or immunities under the Debt Securities and
this Indenture in a manner which is not reasonably acceptable to the Trustee.

          Each Registered Security shall be dated the date of its
authentication.

          No Debt Security shall be entitled to any benefit under this Indenture
or be valid or obligatory for any purpose unless there appears on such Debt
Security a certificate of authentication substantially in one of the forms
provided for herein duly executed by the Trustee or by an Authenticating Agent,
and such certificate upon any Debt Security shall be conclusive evidence, and
the only evidence, that such Debt Security has been duly authenticated and
delivered hereunder and is entitled to the benefits of this Indenture.
Notwithstanding the foregoing, if any Debt Security shall have been duly
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Debt Security to the Trustee for cancellation
as provided in Section 3.08 together with a written statement (which need not
comply with Section 1.02) stating that such Debt Security has never been issued
and sold by the Company, for all purposes of this Indenture such Debt Security
shall be deemed never to have been authenticated and delivered hereunder and
shall never be entitled to the benefits of this Indenture.

          Section 3.04. Temporary Debt Securities; Global Notes Representing
                        ----------------------------------------------------
Registered Securities.
---------------------

          (a) Pending the preparation of definitive Registered Securities of any
series, the Company may execute, and upon Company Order the Trustee shall
authenticate and deliver, temporary

<PAGE>

                                                                              19

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

          If temporary Debt Securities of any series are issued, the Company
will cause definitive Debt Securities of such series to be prepared without
unreasonable delay. After the preparation of definitive Debt Securities of such
series, the temporary Debt Securities of such series shall be exchangeable for
definitive Debt Securities of such series, of a like Stated Maturity and with
like terms and provisions, upon surrender of the temporary Debt Securities of
such series at the office or agency of the Company in a Place of Payment for
such series, without charge to the Holder, except as provided in Section 3.05 in
connection with a transfer. Upon surrender for cancellation of any one or more
temporary Debt Securities of any series, the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a like principal
amount of definitive Debt Securities of the same series of authorized
denominations and of a like Stated Maturity and like terms and provisions. Until
so exchanged, the temporary Registered Securities of any series shall in all
respects be entitled to the same benefits under this Indenture as definitive
Registered Securities of such series.

          (b) If the Company shall establish pursuant to Section 3.01 that the
Registered Securities of a series are to be issued in whole or in part in the
form of one or more Global Notes, then the Company shall execute and the Trustee
shall, in accordance with Section 3.03 and the Company Order with respect to
such series, authenticate and deliver one or more Global Notes in temporary or
permanent form that (i) shall represent and shall be denominated in an amount
equal to the aggregate principal amount of the Outstanding Debt Securities of
such series to be represented by one or more Global Notes, (ii) shall be
registered in the name of the Depositary for such Global Note or Notes or the
nominee of such depositary, (iii) shall be delivered by the Trustee to such
Depositary or delivered or held pursuant to such Depositary's instructions, and
(iv) shall bear a legend substantially to the following effect: "This Debt
Security may not be transferred except as a whole by the Depositary to a nominee
of the Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary, unless and until
this Debt Security is exchanged in whole or in part for Debt Securities in
definitive form."

          Each Depositary designated pursuant to Section 3.01 must, at the time
of its designation and at all times while it serves as Depositary, be a clearing
agency registered under the Exchange Act and any other applicable statute or
regulation.

          Notwithstanding any other provision of this Section or Section 3.05,
unless and until a Global Note is exchanged in whole or in part for Registered
Securities in definitive form, a Global Note representing all or a portion of
the Registered Securities of a series may not be transferred except as a whole
by the Depositary for such series to a nominee of such Depositary or by a
nominee of such Depositary to such Depositary or another nominee of such
Depositary or by such Depositary or any such nominee to a successor Depositary
for such series or a nominee of such successor Depositary.

          If at any time the Depositary for the Debt Securities of a series
notifies the Company that it is unwilling or unable to continue as Depositary
for the Debt Securities of such series or if at any time the Depositary for Debt
Securities of a series shall no longer be a clearing agency registered and in
good

<PAGE>

                                                                              20

standing under the Exchange Act, or other applicable statute or regulation (as
required by this Section 3.04), the Company shall appoint a successor Depositary
eligible under this Section 3.04 with respect to the Debt Securities of such
series. If a successor Depositary for the Debt Securities of such series is not
appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such condition, the Company will execute, and the Trustee,
upon receipt of a Company Order for the authentication and delivery of
definitive Debt Securities of such series, will authenticate and deliver,
Registered Securities of such series in definitive form in an aggregate
principal amount equal to the principal amount of the Global Note or Notes
representing such series in exchange for such Global Note or Notes.

          The Company may at any time and in its sole discretion determine that
the Registered Securities of any series issued in the form of one or more Global
Notes shall no longer be represented by such Global Note or Notes. In such
event, the Company will execute, and the Trustee, upon receipt of a Company
Order for the authentication and delivery of definitive Debt Securities of such
series, will authenticate and deliver, Registered Securities of such series in
definitive form and in an aggregate principal amount equal to the principal
amount of the Global Note or Notes representing such series in exchange for such
Global Note or Notes.

          If the Registered Securities of any series shall have been issued in
the form of one or more Global Notes and if an Event of Default with respect to
the Debt Securities of such series shall have occurred and be continuing, the
Company will promptly execute, and the Trustee, upon receipt of a Company Order
for the authentication and delivery of definitive Debt Securities of such
series, will authenticate and deliver, Registered Securities of such series in
definitive form and in an aggregate principal amount equal to the principal
amount of the Global Note or Notes representing such series in exchange for such
Global Note or Notes.

          If specified by the Company pursuant to Section 3.01 with respect to
Registered Securities of a series, the Depositary for such series of Registered
Securities may surrender a Global Note for such series of Debt Securities in
exchange in whole or in part for Registered Securities of such series in
definitive form on such terms as are acceptable to the Company and such
depositary. Thereupon, the Company shall execute and the Trustee shall
authenticate and deliver, without charge:

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

               (ii) to the Depositary a new Global Note in a denomination equal
          to the difference, if any, between the principal amount of the
          surrendered Global Note and the aggregate principal amount of
          Registered Securities delivered to Holders thereof.

          Upon the exchange of a Global Note for Registered Securities in
definitive form, such Global Note shall be cancelled by the Trustee. Debt
Securities issued in exchange for a Global Note pursuant to this subsection (b)
shall be registered in such names and in such authorized denominations as the
Depositary for such Global Note, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee. The Trustee
shall deliver such Debt Securities to the Persons in whose names such Debt
Securities are so registered.

<PAGE>

                                                                              21

          Section 3.05. Transfer and Exchange.
                        ---------------------

          (a) The Company shall cause to be kept at the Corporate Trust Office
of the Trustee a register (the registers maintained in such office and in any
other office or agency of the Company in a Place of Payment being herein
sometimes collectively referred to as the "Security Register") in which, subject
to such reasonable regulations as it may prescribe, the Company shall provide
for the registration of Registered Securities and of transfers and exchanges of
Registered Securities. The Trustee is hereby appointed "Security Registrar" for
the purpose of registering Registered Securities and registering transfers and
exchanges of Registered Securities as herein provided; provided, however, that
                                                       --------  -------
the Company may appoint co-Security Registrars at its option.

          Upon surrender for registration of transfer of any Registered Security
of any series at the office or agency of the Company maintained for such
purpose, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee, one or more new Registered
Securities of the same series of like aggregate principal amount of such
denominations as are authorized for Registered Securities of such series and of
a like Stated Maturity and with like terms and conditions.

          Except as otherwise provided in Section 3.04 and this Section 3.05, at
the option of the Holder, Registered Securities of any series may be exchanged
for other Registered Securities of the same series of like aggregate principal
amount and of a like Stated Maturity and with like terms and conditions, upon
surrender of the Registered Securities to be exchanged at such office or agency.
Whenever any Registered Securities are surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Registered
Securities which the Holder making the exchange is entitled to receive.

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

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

          No service charge will be made for any transfer or exchange of Debt
Securities except as provided in Section 3.06. The Company may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration, transfer or exchange of Debt
Securities, other than those expressly provided in this Indenture to be made at
the Company's own expense or without expense or without charge to the Holders.

          The Company shall not be required (i) to register, transfer or
exchange Debt Securities of any series during a period beginning at the opening
of business 15 days before the day of the transmission of a notice of redemption
of Debt Securities of such series selected for redemption under Section 13.03
and ending at the close of business on the day of such transmission, or (ii) to
register, transfer or exchange any Debt Security so selected for redemption in
whole or in part, except the unredeemed portion of any Debt Security being
redeemed in part.

<PAGE>

                                                                              22

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

          If (i) any mutilated Debt Security is surrendered to the Trustee at
its Corporate Trust Office, or (ii) the Company and the Trustee receive evidence
to their satisfaction of the destruction, loss or theft of any Debt Security,
and there is delivered to the Company and the Trustee such security or indemnity
as may be required by them to save each of them and any Paying Agent harmless,
and neither the Company nor the Trustee receives notice that such Debt Security
has been acquired by a bona fide purchaser, then the Company shall execute and
upon Company Request the Trustee shall authenticate and deliver, in exchange for
or in lieu of any such mutilated, destroyed, lost or stolen Debt Security, a new
Debt Security of the same series of like Stated Maturity and with like terms and
conditions and like principal amount, bearing a number not contemporaneously
used with respect to any Debt Securities Outstanding.

          In case any such mutilated, destroyed, lost or stolen Debt Security
has become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Debt Security, pay the amount due on such Debt
Security in accordance with its terms.

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

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

          The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Debt Securities.

          Section 3.07. Payment of Interest; Interest Rights Preserved.
                        ----------------------------------------------

          (a) Interest on any Registered Security which is payable and is
punctually paid or duly provided for on any Interest Payment Date shall be paid
to the Person in whose name such Registered Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest notwithstanding the cancellation of such Registered Security
upon any transfer or exchange subsequent to the Regular Record Date. Unless
otherwise specified as contemplated by Section 3.01 with respect to the Debt
Securities of any series, payment of interest on Registered Securities shall be
made at the place or places specified pursuant to Section 3.01 or, at the option
of the Company, by check mailed to the address of the Person entitled thereto as
such address appears in the Security Register or, if provided pursuant to
Section 3.01, by wire transfer to an account designated by the Registered
Holder.

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

<PAGE>

                                                                              23

          (1) The Company may elect to make payment of any Defaulted Interest to
     the Persons in whose names such Registered Securities (or their respective
     Predecessor Securities) are registered at the close of business on a
     Special Record Date for the payment of such Defaulted Interest, which shall
     be fixed in the following manner. The Company shall notify the Trustee in
     writing of the amount of Defaulted Interest proposed to be paid on each
     such Registered Security and the date of the proposed payment, and at the
     same time the Company shall deposit with the Trustee an amount of money in
     the Currency or Currency unit in which the Debt Securities of such series
     are payable (except as otherwise specified pursuant to Sections 3.01 or
     3.10) equal to the aggregate amount proposed to be paid in respect of such
     Defaulted Interest or shall make arrangements satisfactory to the Trustee
     for such deposit prior to the date of the proposed payment, such money when
     deposited to be held in trust for the benefit of the Persons entitled to
     such Defaulted Interest as in this clause provided. Thereupon the Trustee
     shall fix a Special Record Date for the payment of such Defaulted Interest
     which date shall be not more than 15 days and not less than 10 days prior
     to the date of the proposed payment and not less than 10 days after the
     receipt by the Trustee of the notice of the proposed payment. The Trustee
     shall promptly notify the Company of such Special Record Date and, in the
     name and at the expense of the Company, shall cause notice of the proposed
     payment of such Defaulted Interest and the Special Record Date therefor to
     be mailed, first-class postage prepaid, to the Holders of such Registered
     Securities at their addresses as they appear 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 Registered Securities (or their respective
     Predecessor Securities) are registered at the close of business on such
     Special Record Date and shall no longer be payable pursuant to the
     following clause (2).

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

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

          Section 3.08. Cancellation.
                        ------------

          Unless otherwise specified pursuant to Section 3.01 for Debt
Securities of any series, all Debt Securities surrendered for payment,
redemption, transfer, exchange or credit against any sinking fund shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee.
All Registered Securities so delivered shall be promptly cancelled by the
Trustee. The Company may at any time deliver to the Trustee for cancellation any
Debt Securities previously authenticated and delivered hereunder which the
Company may have acquired in any manner whatsoever, and may deliver to the
Trustee (or to any other Person for delivery to the Trustee) for cancellation
any Debt Securities previously authenticated hereunder which the Company has not
issued, and all Debt Securities so delivered shall be promptly cancelled by the
Trustee. No Debt Securities shall be authenticated in lieu of or in exchange for
any Debt Securities cancelled as provided in this Section, except as expressly
permitted by this Indenture. All cancelled Debt Securities held by the Trustee
shall be delivered to the Company upon Company Request. The acquisition of any
Debt Securities by the Company shall not operate as a redemption or satisfaction
of the indebtedness represented thereby unless and until such Debt Securities
are surrendered to the

<PAGE>

                                                                              24

Trustee for cancellation. Permanent Global Notes shall not be destroyed until
exchanged in full for definitive Debt Securities or until payment thereon is
made in full.

          Section 3.09. Computation of Interest.
                        -----------------------

          Except as otherwise specified pursuant to Section 3.01 for Debt
Securities of any series, interest on the Debt Securities of each series shall
be computed on the basis of a 360-day year of twelve 30-day months.

          Section 3.10. Currency of Payments in Respect of Debt Securities.
                        --------------------------------------------------

          (a) With respect to Registered Securities of any series not permitting
the election provided for in paragraph (b) below or the Holders of which have
not made the election provided for in paragraph (b) below, except as provided in
paragraph (d) below, payment of the principal of (and premium, if any) and any
interest on any Registered Security of such series will be made in the Currency
in which such Registered Security is payable.

          (b) It may be provided pursuant to Section 3.01 with respect to the
Registered Securities of any series that Holders shall have the option, subject
to paragraphs (d) and (e) below, to receive payments of principal of (and
premium, if any) and any interest on such Registered Securities in any of the
Currencies which may be designated for such election by delivering to the
Trustee a written election, to be in form and substance satisfactory to the
Trustee, not later than the close of business on the Election Date immediately
preceding the applicable payment date. If a Holder so elects to receive such
payments in any such Currency, such election will remain in effect for such
Holder or any transferee of such Holder until changed by such Holder or such
transferee by written notice to the Trustee (but any such change must be made
not later than the close of business on the Election Date immediately preceding
the next payment date to be effective for the payment to be made on such payment
date and no such change or election may be made with respect to payments to be
made on any Registered Security of such series with respect to which an Event of
Default has occurred or notice of redemption has been given by the Company
pursuant to Article Thirteen). Any Holder of any such Registered Security who
shall not have delivered any such election to the Trustee by the close of
business on the applicable Election Date will be paid the amount due on the
applicable payment date in the relevant Currency as provided in paragraph (a) of
this Section 3.10.

          (c) If the election referred to in paragraph (b) above has been
provided for pursuant to Section 3.01, then not later than the fourth Business
Day after the Election Date for each payment date, the Trustee will deliver to
the Company a written notice, specifying the Currency in which such Series of
the Registered Securities is payable, the respective aggregate amounts of
principal of (and premium, if any) and any interest on the Registered Securities
to be paid on such payment date, specifying the amounts so payable in respect of
the Registered Securities as to which the Holders of Registered Securities
denominated in any Currency shall have elected to be paid in another Currency as
provided in paragraph (b) above. If the election referred to in paragraph (b)
above has been provided for pursuant to Section 3.01 and if at least one Holder
has made such election, then, on the second Business Day preceding each payment
date, the Company will deliver to the Trustee an Exchange Rate Officer's
Certificate in respect of the Currency payments to be made on such payment date.
The Currency amount receivable by Holders of Registered Securities who have
elected payment in a Currency as provided in paragraph (b) above shall be
determined by the Company on the basis of the applicable Market Exchange Rate in
effect on the third Business Day (the "Valuation Date") immediately preceding
each payment date.

<PAGE>

                                                                              25

          (d) If a Conversion Event occurs with respect to a Foreign Currency,
or any other Currency unit in which any of the Debt Securities are denominated
or payable other than pursuant to an election provided for pursuant to paragraph
(b) above, then with respect to each date for the payment of principal of (and
premium, if any) and any interest on the applicable Debt Securities denominated
or payable in such Foreign Currency, or such other Currency unit occurring after
the last date on which such Foreign Currency, or such other Currency unit was
used (the "Conversion Date"), the Dollar shall be the Currency of payment for
use on each such payment date. The Dollar amount to be paid by the Company to
the Trustee and by the Trustee or any Paying Agent to the Holders of such Debt
Securities with respect to such payment date shall be the Dollar Equivalent of
the Foreign Currency or, in the case of a Currency unit, the Dollar Equivalent
of the Currency Unit, in each case as determined by the Currency Determination
Agent, if any, or, if there shall not be a Currency Determination Agent, then by
the Trustee, in the manner provided in paragraph (f) or (g) below.

          (e) If the Holder of a Registered Security denominated in any Currency
shall have elected to be paid in another Currency as provided in paragraph (b)
above, and a Conversion Event occurs with respect to such elected Currency, such
Holder shall receive payment in the Currency in which payment would have been
made in the absence of such election. If a Conversion Event occurs with respect
to the Currency in which payment would have been made in the absence of such
election, such Holder shall receive payment in Dollars as provided in paragraph
(d) of this Section 3.10.

          (f) The "Dollar Equivalent of the Foreign Currency" shall be
determined by the Currency Determination Agent, if any, or, if there shall not
be a Currency Determination Agent, then by the Trustee, and shall be obtained
for each subsequent payment date by converting the specified Foreign Currency
into Dollars at the Market Exchange Rate on the Conversion Date.

          (g) The "Dollar Equivalent of the Currency Unit" shall be determined
by the Currency Determination Agent, if any, or, if there shall not be a
Currency Determination Agent, then by the Trustee, and subject to the provisions
of paragraph (h) below, shall be the sum of each amount obtained by converting
the Specified Amount of each Component Currency into Dollars at the Market
Exchange Rate for such Component Currency on the Valuation Date with respect to
each payment.

          (h) For purposes of this Section 3.10 the following terms shall have
the following meanings:

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

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

<PAGE>

                                                                              26

     Component Currency at the Market Exchange Rate on such date, and such
     amounts shall thereafter be Specified Amounts and such Currencies shall
     thereafter be Component Currencies. If after the Conversion Date of the
     relevant Currency unit a Conversion Event (other than any event referred to
     above in this definition of "Specified Amount") occurs with respect to any
     Component Currency of such Currency unit, the Specified Amount of such
     Component Currency shall, for purposes of calculating the Dollar Equivalent
     of the Currency Unit, be converted into Dollars at the Market Exchange Rate
     in effect on the Conversion Date of such Component Currency.

          "Election Date" shall mean the record date with respect to any payment
     date, and with respect to the Maturity shall mean the record date (if
     within 16 or fewer days prior to the Maturity) immediately preceding the
     Maturity, and with respect to any series of Debt Securities whose record
     date immediately preceding the Maturity is more than 16 days prior to the
     Maturity or any series of Debt Securities for which no record dates are
     provided with respect to interest payments, shall mean the date which is 16
     days prior to the Maturity.

          (i) All decisions and determinations of the Trustee or the Currency
Determination Agent, if any, regarding the Dollar Equivalent of the Foreign
Currency, the Dollar Equivalent of the Currency Unit and the Market Exchange
Rate shall be in its sole discretion and shall, in the absence of manifest
error, be conclusive for all purposes and irrevocably binding upon the Company
and all Holders of the Debt Securities denominated or payable in the relevant
Currency. In the event of a Conversion Event with respect to a Foreign Currency,
the Company, after learning thereof, will immediately give written notice
thereof to the Trustee (and the Trustee will promptly thereafter give notice in
the manner provided in Section 1.05 to the Holders) specifying the Conversion
Date. In the event of a Conversion Event with respect to any Currency unit in
which Debt Securities are denominated or payable, the Company, after learning
thereof, will immediately give notice thereof to the Trustee (and the Trustee
will promptly thereafter give written notice in the manner provided in Section
1.05 to the Holders) specifying the Conversion Date and the Specified Amount of
each Component Currency on the Conversion Date. In the event of any subsequent
change in any Component Currency as set forth in the definition of Specified
Amount above, the Company, after learning thereof, will similarly give written
notice to the Trustee. The Trustee shall be fully justified and protected in
relying and acting upon information received by it from the Company and the
Currency Determination Agent, if any, and shall not otherwise have any duty or
obligation to determine such information independently.

          (j) For purposes of any provision of the Indenture where the Holders
of Outstanding Debt Securities may perform an Act which requires that a
specified percentage of the Outstanding Debt Securities of all series perform
such Act and for purposes of any decision or determination by the Trustee of
amounts due and unpaid for the principal (and premium, if any) and interest on
the Debt Securities of all series in respect of which moneys are to be disbursed
ratably, the principal of (and premium, if any) and interest on the Outstanding
Debt Securities denominated in a Foreign Currency will be the amount in Dollars
based upon the Market Exchange Rate for Debt Securities of such series, as of
the date for determining whether the Holders entitled to perform such Act have
performed it, or as of the date of such decision or determination by the
Trustee, as the case may be.

          Section 3.11. Judgments.
                        ---------

          If for the purpose of obtaining a judgment in any court with respect
to any obligation of the Company hereunder or under any Debt Security, it shall
become necessary to convert into any other Currency any amount in the Currency
due hereunder or under such Debt Security, then such conversion shall be made at
the Market Exchange Rate as in effect on the date the Company shall make payment
to any Person in satisfaction of such judgment. If pursuant to any such
judgment, conversion shall be made


<PAGE>

                                                                              27

on a date other than the date payment is made and there shall occur a change
between such Market Exchange Rate and the Market Exchange Rate as in effect on
the date of payment, the Company agrees to pay such additional amounts (if any)
as may be necessary to ensure that the amount paid is equal to the amount in
such other Currency which, when converted at the Market Exchange Rate as in
effect on the date of payment or distribution, is the amount then due hereunder
or under such Debt Security. Any amount due from the Company under this Section
3.11 shall be due as a separate debt and is not to be affected by or merged into
any judgment being obtained for any other sums due hereunder or in respect of
any Debt Security. In no event, however, shall the Company be required to pay
more in the Currency or Currency unit due hereunder or under such Debt Security
at the Market Exchange Rate as in effect when payment is made than the amount of
Currency stated to be due hereunder or under such Debt Security so that in any
event the Company's obligations hereunder or under such Debt Security will be
effectively maintained as obligations in such Currency, and the Company shall be
entitled to withhold (or be reimbursed for, as the case may be) any excess of
the amount actually realized upon any such conversion over the amount due and
payable on the date of payment or distribution.

          Section 3.12. Exchange Upon Default.
                        ---------------------

          If default is made in the payments referred to in Section 12.01, the
Company hereby undertakes that upon presentation and surrender of a permanent
Global Note to the Trustee (or to any other Person or at any other address as
the Company may designate in writing), on any Business Day on or after the
maturity date thereof the Company will issue and the Trustee will authenticate
and deliver to the Holder of such permanent Global Note duly executed and
authenticated definitive Debt Securities with the same issue date and maturity
date as set out in such permanent Global Note.

          Section 3.13. CUSIP and ISN Numbers.
                        ---------------------

          The Company in issuing the Debt Securities may use "CUSIP" and "ISN"
numbers (if then generally in use), and, if so, the Trustee shall use "CUSIP"
and "ISN" numbers in notices of redemption as a convenience to Holders; provided
that any such notice may state that no representation is made as to the accuracy
of such numbers either as printed on the Debt Securities or as contained in any
notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Debt Securities, and any such redemption
shall not be affected by any defect in or omission of such numbers. The Company
will promptly notify the Trustee in writing of any change in the "CUSIP" or
"ISN" numbers.

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

          Section 4.01. Satisfaction and Discharge of Indenture.
                        ---------------------------------------

          This Indenture, with respect to the Debt Securities of any series (if
all series issued under this Indenture are not to be affected), shall, upon
Company Request, cease to be of further effect (except as to any surviving
rights of registration of transfer or exchange of such Debt Securities herein
expressly provided for and rights to receive payments of principal (and premium,
if any) and interest on such Debt Securities) and the Trustee, at the expense of
the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

          (1) Either

<PAGE>

                                                                              28

          (A) all Debt Securities of such series theretofore authenticated and
     delivered (other than (i) Debt Securities of such series which have been
     destroyed, lost or stolen and which have been replaced or paid as provided
     in Section 3.06, and (ii) Debt Securities of such series for whose payment
     money has theretofore been deposited in trust or segregated and held in
     trust by the Company and thereafter repaid to the Company or discharged
     from such trust, as provided in Section 12.04) have been delivered to the
     Trustee for cancellation; or

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

              (i)   have become due and payable, or

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

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

     and the Company, either complies with any other condition or terms
     specified pursuant to Section 3.01, or if not so specified in the case of
     (i), (ii) or (iii) of this subclause (B), has irrevocably deposited or
     caused to be deposited with the Trustee as trust funds in trust for such
     purpose an amount in the Currency in which such Debt Securities are
     denominated (except as otherwise provided pursuant to Section 3.01 or 3.10)
     sufficient to pay and discharge the entire indebtedness on such Debt
     Securities for principal (and premium, if any) and interest to the date of
     such deposit (in the case of Debt Securities which have become due and
     payable) or to the Stated Maturity or Redemption Date, as the case may be;
     provided, however, in the event a petition for relief under the Federal
     --------  -------
     bankruptcy laws, as now or hereafter constituted, or any other applicable
     Federal or state bankruptcy, insolvency or other similar law, is filed with
     respect to the Company within 91 days after the deposit and the Trustee is
     required to return the deposited money to the Company, the obligations of
     the Company under this Indenture with respect to such Debt Securities shall
     not be deemed terminated or discharged;

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

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

          (4) the Company has delivered to the Trustee an Opinion of Counsel or
     a ruling by the Internal Revenue Service to the effect that Holders of the
     Debt Securities of the series will not recognize income, gain or loss for
     Federal income tax purposes as a result of such deposit and discharge.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.07, the obligations of
the Trustee to any Authenticating Agent under Section 6.14, the obligations of
the Company under Section 12.01, and, if money shall have been deposited with
the Trustee pursuant to subclause (B) of clause (1) of this Section, the
obligations of the Trustee under Section 4.02 and the last paragraph of Section
12.04, shall survive. If, after the deposit referred to in

<PAGE>

                                                                              29

Section 4.01 has been made, (x) the Holder of a Debt Security is entitled to,
and does, elect pursuant to Section 3.10(b), to receive payment in a Currency
other than that in which the deposit pursuant to Section 4.01 was made, or (y)
if a Conversion Event occurs with respect to the Currency in which the deposit
was made or elected to be received by the Holder pursuant to Section 3.10(b),
then the indebtedness represented by such Debt Security shall be fully
discharged to the extent that the deposit made with respect to such Debt
Security shall be converted into the Currency in which such payment is made.

               Section 4.02. Application of Trust Money.
                             --------------------------

               Subject to the provisions of the last paragraph of Section 12.04,
all money deposited with the Trustee pursuant to Section 4.01 shall be held in
trust and applied by it, in accordance with the provisions of the Debt
Securities and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal (and
premium, if any) and interest for whose payment such money has been deposited
with the Trustee.

                                  ARTICLE FIVE

                                    REMEDIES

               Section 5.01. Events of Default.
                             -----------------

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

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

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

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

               (4) default in the performance, or breach, of any covenant or
     warranty of the Company in this Indenture (other than a covenant or
     warranty a default in whose performance or whose breach is elsewhere in
     this Section specifically dealt with or which expressly has been included
     in this Indenture solely for the benefit of Debt Securities of a series
     other than such series), and continuance of such default or breach for a
     period of 30 days after there has been given, by registered or certified
     mail, to the Company by the Trustee or to the Company and the Trustee by
     the Holders of at least 25% in principal amount of the Outstanding Debt
     Securities of such series, a written notice specifying such default or
     breach and requiring it to be remedied and stating that such notice is a
     "Notice of Default" hereunder; or

               (5) the entry of a decree or order for relief in respect of the
     Company by a court having jurisdiction in the premises in an involuntary
     case under the Federal bankruptcy laws, as now or hereafter constituted, or
     any other applicable Federal or State bankruptcy, insolvency or other
     similar law, or a decree or order adjudging the Company a bankrupt or
     insolvent, or approving as properly filed a petition seeking
     reorganization, arrangement, adjustment or

<PAGE>

                                                                              30

     composition of or in respect of the Company under any applicable Federal or
     State law, or appointing a receiver, liquidator, assignee, custodian,
     trustee, sequestrator (or other similar official) of the Company or of any
     substantial part of its property, or ordering the winding up or liquidation
     of its affairs, and the continuance of any such decree or order unstayed
     and in effect for a period of 60 consecutive days; or

               (6) the commencement by the Company of a voluntary case under the
     Federal bankruptcy laws, as now or hereafter constituted, or any other
     applicable Federal or State bankruptcy, insolvency or other similar law, or
     the consent by it to the entry of an order for relief in an involuntary
     case under any such law or to the appointment of a receiver, liquidator,
     assignee, custodian, trustee, sequestrator (or other similar official) of
     the Company or of any substantial part of its property, or the making by it
     of an assignment for the benefit of its creditors, or the admission by it
     in writing of its inability to pay its debts generally as they become due,
     or the taking of corporate action by the Company in furtherance of any such
     action; or

               (7) failure by the Company to pay final judgments aggregating
     in excess of $2,000,000 million (net of any amounts that a reputable and
     creditworthy insurance company has acknowledged liability for in writing),
     which judgments are not paid, discharged or stayed for a period of 60 days
     (the "judgment default provision"); or

               (8) any other Event of Default provided with respect to Debt
     Securities of that series pursuant to Section 3.01.

               Section 5.02. Acceleration of Maturity; Rescission and Annulment.
                             --------------------------------------------------

               If an Event of Default with respect to Debt Securities of any
series at the time Outstanding occurs and is continuing, then in every such case
the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Debt Securities of such series may declare the principal amount (or,
if any Debt Securities of such series are Discount Securities, such portion of
the principal amount of such Discount Securities as may be specified in the
terms of such Discount Securities) of all the Debt Securities of such series to
be due and payable immediately, by a notice in writing to the Company (and to
the Trustee if given by Holders), and upon any such declaration such principal
amount (or specified amount) plus accrued and unpaid interest (and premium, if
payable) shall become immediately due and payable. Upon payment of such amount
in the Currency in which such Debt Securities are denominated (except as
otherwise provided pursuant to Sections 3.01 or 3.10), all obligations of the
Company in respect of the payment of principal of the Debt Securities of such
series shall terminate.

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

               (1) the Company has paid or deposited with the Trustee a sum in
     the Currency in which such Debt Securities are denominated (except as
     otherwise provided pursuant to Section 3.01 or 3.10) sufficient to pay

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

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

<PAGE>

                                                                              31

               (C)  to the extent that payment of such interest is lawful,
                    interest upon overdue installments of interest on each Debt
                    Security of such series at the Overdue Rate, and

               (D)  all sums paid or advanced by the Trustee hereunder and the
                    reasonable compensation, expenses, disbursements and
                    advances of the Trustee, its agents and counsel; provided,
                                                                     --------
                    however, that all sums payable under this clause (D) shall
                    -------
                    be paid in Dollars;

     and

               (2) All Events of Default with respect to Debt Securities of such
     series, other than the nonpayment of the principal of Debt Securities of
     such series which has become due solely by such declaration of
     acceleration, have been cured or waived as provided in Section 5.13.

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

               Section 5.03. Collection of Indebtedness and Suits for
                             ----------------------------------------
Enforcement by Trustee.
----------------------

               The Company covenants that if

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

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

               (3) default is made in the making or satisfaction of any sinking
     fund payment or analogous obligation when the same becomes due pursuant to
     the terms of the Debt Securities of any series,

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

               If the Company fails to pay such amount forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, may
institute a judicial proceeding for the collection of the sums so due and
unpaid, and may prosecute such proceeding to judgment or final decree, and may
enforce the same against the Company or any other obligor upon such Debt
Securities, and collect the moneys adjudged or decreed to be payable in the
manner provided by law out of the property of the Company or any other obligor
upon such Debt Securities wherever situated.

               If an Event of Default with respect to Debt Securities of any
series occurs and is continuing, the Trustee may in its discretion proceed to
protect and enforce its rights and the rights of the Holders of Debt Securities
of such series by such appropriate judicial proceedings as the Trustee shall
deem most effectual to protect and enforce any such rights, whether for the
specific enforcement of any

<PAGE>

                                                                              32

covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy.

               Section 5.04. Trustee May File Proofs of Claim.
                             --------------------------------

               In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceedings, or any voluntary or involuntary case under the
Federal bankruptcy laws, as now or hereafter constituted, relative to the
Company or any other obligor upon the Debt Securities of a particular series or
the property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the principal of such Debt Securities shall
then be due and payable as therein expressed or by declaration of acceleration
or otherwise and irrespective of whether the Trustee shall have made any demand
on the Company for the payment of overdue principal or interest) shall be
entitled and empowered, by intervention in such proceeding or otherwise,

                    (i)  to file and prove a claim for the whole amount of
               principal (or, if the Debt Securities of such series are Discount
               Securities, such portion of the principal amount as may be due
               and payable with respect to such series pursuant to a declaration
               in accordance with Section 5.02) (and premium, if any) and
               interest owing and unpaid in respect of the Debt Securities of
               such series and to file such other papers or documents as may be
               necessary or advisable in order to have the claims of the Trustee
               (including any claim for the reasonable compensation, expenses,
               disbursements and advances of the Trustee, its agents and
               counsel) and of the Holders of such Debt Securities allowed in
               such judicial proceeding, and

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

and any receiver, assignee, trustee, custodian, liquidator, sequestrator (or
other similar official) in any such proceeding is hereby authorized by each such
Holder to make such payments to the Trustee, and in the event that the Trustee
shall consent to the making of such payments directly to such Holders, to pay to
the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 6.07.

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

               Section 5.05. Trustee May Enforce Claims Without Possession of
                             ------------------------------------------------
Debt Securities.
---------------

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

<PAGE>

                                                                              33

          Section 5.06. Application of Money Collected.
                        ------------------------------

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

          FIRST: To the payment of all amounts due the Trustee under Section
6.07.

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

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

          Section 5.07. Limitation on Suits.
                        -------------------

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

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

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

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

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

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

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other such
Holders or of the Holders of Outstanding Debt Securities of any other series, or
to obtain or to seek to obtain priority or preference over any other of such
Holders or to enforce any right under this Indenture, except in the manner
herein provided and for the equal and ratable benefit of all of such Holders.
For the protection and enforcement of the provisions of this Section 5.07, each
and every Holder of Debt Securities of any series and the Trustee for such
series shall be entitled to such relief as can be given at law or in equity.

<PAGE>

                                                                              34

          Section 5.08. Unconditional Right of Holders to Receive Principal,
                        ---------------------------------------------------
Premium and Interest.
--------------------

          Notwithstanding any other provision in this Indenture, the Holder of
any Debt Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of (and premium, if any) and (subject to
Section 3.07) interest on such Debt Security on the respective Stated Maturity
or Maturities expressed in such Debt Security (or, in the case of redemption, on
the Redemption Date) and to institute suit for the enforcement of any such
payment and interest thereon, and such right shall not be impaired without the
consent of such Holder.

          Section 5.09. Restoration of Rights and Remedies.
                        ----------------------------------

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

          Section 5.10. Rights and Remedies Cumulative.
                        ------------------------------

          Except as otherwise expressly provided elsewhere in this Indenture, no
right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

          Section 5.11. Delay or Omission Not Waiver.
                        ----------------------------

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

          Section 5.12. Control by Holders.
                        ------------------

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

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

          (2)   subject to the provisions of Section 6.01, 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 Responsible Officers of the
     Trustee, determine that the proceeding so directed would be unjustly
     prejudicial to the Holders of Debt Securities of such series not joining in
     any such direction; and

<PAGE>

                                                                              35

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

          Section 5.13. Waiver of Past Defaults.
                        -----------------------

          The Holders of not less than a majority in aggregate principal amount
of the Outstanding Debt Securities of any series may on behalf of the Holders of
all the Debt Securities of any such series waive any past default hereunder with
respect to such series and its consequences, except a default

          (1)  in the payment of the principal of (or premium, if any) or
     interest on any Debt Security of such series, or in the payment of any
     sinking fund installment or analogous obligation with respect to the Debt
     Securities of such series, or

          (2)  in respect of a covenant or provision hereof which pursuant to
     Article Eleven cannot be modified or amended without the consent of the
     Holder of each Outstanding Debt Security of such series affected.

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

          Section 5.14. Undertaking for Costs.
                        ---------------------

All parties to this Indenture agree, and each Holder of any Debt Security by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit other than the Trustee 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 Holder or group of
Holders holding in the aggregate more than 10% in principal amount of the
Outstanding Debt Securities of any series, or to any suit instituted by any
Holder of a Debt Security for the enforcement of the payment of the principal of
(or premium, if any) or interest on such Debt Security on or after the
respective Stated Maturity or Maturities expressed in such Debt Security (or, in
the case of redemption, on or after the Redemption Date).

          Section 5.15. Waiver of Stay or Extension Laws.
                        --------------------------------

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

<PAGE>

                                                                              36

                                   ARTICLE SIX

                                   THE TRUSTEE

          Section 6.01. Certain Duties and Responsibilities.
                        -----------------------------------

          (a)   Except during the continuance of an Event of Default with
respect to the Debt Securities of any series,

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

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

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

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

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

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

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

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

<PAGE>

                                                                              37

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

               Section 6.02. Notice of Defaults.
                             ------------------

               Within 90 days after the occurrence of any default hereunder with
respect to Debt Securities of any series, the Trustee shall give notice to all
Holders of Debt Securities of such series of such default hereunder known to the
Trustee, unless such default shall have been cured or waived; provided, however,
                                                              --------  -------
that, except in the case of a default in the payment of the principal of (or
premium, if any) or interest on any Debt Security of such series or in the
payment of any sinking fund installment with respect to Debt Securities of such
series, the Trustee shall be protected in withholding such notice if and so long
as the board of directors, the executive committee or a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determine
that the withholding of such notice is in the interest of the Holders of Debt
Securities of such series; and provided, further, that in the case of any
                               --------  -------
default of the character specified in Section 5.01(4) with respect to Debt
Securities of such series no such notice to Holders shall be given until at
least 30 days after the occurrence thereof. For the purpose of this Section, the
term "default" means any event which is, or after notice or lapse of time or
both would become, an Event of Default with respect to Debt Securities of such
series.

               Notice given pursuant to this Section 6.02 shall be transmitted
by mail:

               (1) to all Registered Holders, as the names and addresses of the
     Registered Holders appear in the Security Register; and

               (2) to each Holder of a Debt Security of any series whose name
     and address appear in the information preserved at the time by the Trustee
     in accordance with Section 7.02(a) of this Indenture.

               Section 6.03. Certain Rights of Trustee.
                             -------------------------

               Except as otherwise provided in Section 6.01:

               (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, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document believed by it
to be genuine and to have been signed or presented by the proper party or
parties;

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

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

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

<PAGE>

                                                                              38

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

               (f) the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document, but
the Trustee, in its discretion, may make such further inquiry or investigation
into such facts or matters as it may see fit, and, if the Trustee shall
determine to make such further inquiry or investigation, it shall be entitled to
examine the books, records and premises of the Company, personally or by agent
or attorney; 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 (including any agent appointed pursuant to
Section 3.10(i)) or attorney appointed with due care by it hereunder.

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

               The recitals contained herein and in the Debt Securities, except
the Trustee's certificates of authentication, shall be taken as the statements
of the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Debt Securities of any series. The Trustee shall not be
accountable for the use or application by the Company of any Debt Securities or
the proceeds thereof.

               Section 6.05. May Hold Debt Securities.
                             ------------------------

               The Trustee, any Paying Agent, the Security Registrar or any
other agent of the Company, in its individual or any other capacity, may become
the owner or pledgee of Debt Securities, and, subject to Sections 6.08 and 6.13,
may otherwise deal with the Company with the same rights it would have if it
were not Trustee, Paying Agent, Security Registrar or such other agent.

               Section 6.06. Money Held in Trust.
                             -------------------

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

               Section 6.07. Compensation and Reimbursement.
                             ------------------------------

               The Company agrees:

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

               (2) except as otherwise expressly provided herein, to reimburse
     the trustee in Dollars upon its request for all reasonable expenses,
     disbursements and advances incurred or made by the

<PAGE>

                                                                              39

     Trustee in accordance with any provision of this Indenture (including the
     reasonable compensation and the expenses and disbursements of its agents
     and counsel), except any such expense, disbursement or advance as may be
     attributable to its negligence or bad faith; and

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

               As security for the performance of the obligations of the Company
under this Section, the Trustee shall have a claim prior to the Debt Securities
upon all property and funds held or collected by the Trustee as such, except
funds held in trust for the payment of amounts due on the Debt Securities.

               The obligations of the Company under this Section 6.07 to
compensate and indemnify the Trustee for expenses, disbursements and advances
shall constitute additional indebtedness under this Indenture and shall survive
the satisfaction and discharge of this Indenture.

               Section 6.08. Disqualification; Conflicting Interests.
                             ---------------------------------------

               (a) If the Trustee has or shall acquire any conflicting interest,
as defined in this Section with respect to the Debt Securities of any series,
then, within 90 days after ascertaining that it has such conflicting interest,
and if the default (as hereinafter defined) to which such conflicting interest
relates has not been cured or duly waived or otherwise eliminated before the end
of such 90-day period, the Trustee shall either eliminate such conflicting
interest or, except as otherwise provided below, resign with respect to the Debt
Securities of such series, and the Company shall take prompt steps to have a
successor appointed, in the manner and with the effect hereinafter specified in
this Article.

               (b) In the event that the Trustee shall fail to comply with the
provisions of subsection (a) of this Section with respect to the Debt Securities
of any series, the Trustee shall, within 10 days after the expiration of such
90-day period, transmit to all Holders of Debt Securities of such series notice
of such failure.

               Notice given pursuant to this Section 6.08(b) shall be
transmitted by mail:

               (1) to all Registered Holders, as the names and addresses of the
     Registered Holders appear in the Security Register; and

               (2) to each Holder of a Debt Security of any series whose name
     and address appear in the information preserved at the time by the Trustee
     in accordance with Section 7.02(a) of this Indenture.

               (c) For the purposes of this Section, the Trustee shall be deemed
to have a conflicting interest with respect to the Debt Securities of any
series, if there shall exist an Event of Default (as such term is defined
herein, but exclusive of any period of grace or requirement of notice) with
respect to such Debt Securities and

               (1) the Trustee is trustee under this Indenture with respect to
     the Outstanding Debt Securities of any series other than that series or is
     trustee under another indenture under which any other securities, or
     certificates of interest or participation in any other securities, of the
     Company are outstanding, unless such other indenture is a collateral trust
     indenture under which

<PAGE>

                                                                              40

     the only collateral consists of Debt Securities issued under this
     Indenture, provided that there shall be excluded from the operation of this
     paragraph this Indenture with respect to the Debt Securities of any series
     other than that series and any other indenture or indentures under which
     other securities, or certificates of interest or participation in other
     securities, of the Company are outstanding, if

                   (i)  this Indenture and such other indenture or indentures
               (and all series of securities issuable thereunder) are wholly
               unsecured and rank equally and such other indenture or indentures
               are hereafter qualified under the Trust Indenture Act, unless the
               Commission shall have found and declared by order pursuant to
               Section 305(b) or Section 307(c) of the Trust Indenture Act that
               differences exist between the provisions of this Indenture with
               respect to the Debt Securities of such series and one or more
               other series or the provisions of such other indenture or
               indentures which are so likely to involve a material conflict of
               interest as to make it necessary, in the public interest or for
               the protection of investors to disqualify the Trustee from acting
               as such under this Indenture with respect to the Debt Securities
               of such series and such other series or under such other
               indenture or indentures, or

                   (ii) the Company shall have sustained the burden of proving,
               on application to the Commission and after opportunity for
               hearing thereon, that trusteeship under this Indenture with
               respect to the Debt Securities of such series and such other
               series or such other indenture or indentures is not so likely to
               involve a material conflict of interest as to make it necessary
               in the public interest or for the protection of investors to
               disqualify the Trustee from acting as such under this Indenture
               with respect to the Debt Securities of such series and such other
               series or under such other indenture or indentures;

               (2) the Trustee or any of its directors or executive officers is
     an underwriter for the Company;

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

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

               (5) 10% or more of the voting securities of the Trustee is
     beneficially owned either by the Company or by any director, partner or
     executive officer thereof, or 20% or more of such voting securities is
     beneficially owned, collectively, by any two or more of such persons; or
     10% or more of the voting securities of the Trustee is beneficially owned
     either by an underwriter for the Company or by any director, partner or
     executive officer thereof or is beneficially owned, collectively, by any
     two or more such persons;

<PAGE>

                                                                              41

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

               (7)  the Trustee is the beneficial owner of or holds as
     collateral security for an obligation which is in default, 5% or more of
     the voting securities of any person who, to the knowledge of the Trustee,
     owns 10% or more of the voting securities of, or controls directly or
     indirectly or is under direct or indirect common control with, the Company;

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

               (9)  the Trustee owns, on the date of such Event of Default (but
     exclusive of any period of grace or requirement of notice) or any
     anniversary of such Event of Default while such Event of Default remains
     outstanding, in the capacity of executor, administrator, testamentary or
     inter vivos trustee, guardian, committee or conservator, or in any other
     similar capacity, an aggregate of 25% or more of the voting securities, or
     of any class of security, of any person, the beneficial ownership of a
     specified percentage of which would have constituted a conflicting interest
     under paragraph (6), (7) or (8) of this subsection. As to any such
     securities of which the Trustee acquired ownership through becoming
     executor, administrator or testamentary trustee of an estate which included
     them, the provisions of the preceding sentence shall not apply, for a
     period of not more than two years from the date of such acquisition, to the
     extent that such securities included in such estate do not exceed 25% of
     such voting securities or 25% of any such class of security. Promptly after
     the dates of any such Event of Default and annually in each succeeding year
     that such Event of Default continues, the Trustee shall make a check of its
     holdings of such securities in any of the above-mentioned capacities as of
     such dates. If the Company fails to make payment in full of the principal
     of (or premium, if any) or interest on any of the Debt Securities when and
     as the same becomes due and payable, and such failure continues for 30 days
     thereafter, the Trustee shall make a prompt check of its holdings of such
     securities in any of the above-mentioned capacities as of the date of the
     expiration of such 30-day period, and after such date, notwithstanding the
     foregoing provisions of this paragraph, all such securities so held by the
     Trustee, with sole or joint control over such securities vested in it,
     shall be considered as though beneficially owned by the Trustee for the
     purposes of paragraphs (6), (7) and (8) of this subsection; or

               (10) except under the circumstances described in paragraphs (1),
     (3), (4), (5) or (6) of Section 6.13(b) of this Indenture, the Trustee
     shall be or shall become a creditor of the Company.

               For the purposes of paragraph (1) of this subsection, the term
"series of securities" or "series" means a series, class or group of securities
issuable under an indenture pursuant to whose terms holders of one such series
may vote to direct the Trustee, or otherwise take action pursuant to a vote of
such holders, separately from holders of another series; provided, that "series
                                                         --------
of securities" or "series" shall not include any series of securities issuable
under an indenture if all such series rank equally and are wholly unsecured.

               The specification of percentages in paragraphs (5) to (9),
inclusive, of this subsection shall not be construed as indicating that the
ownership of such percentages of the securities of a person is

<PAGE>

                                                                              42

or is not necessary or sufficient to constitute direct or indirect control for
the purposes of paragraph (3) or (7) of this subsection.

               For the purposes of paragraphs (6), (7), (8) and (9) of this
subsection only, (i) the terms "security" and "securities" shall include only
such securities as are generally known as corporate securities, but shall not
include any note or other evidence of indebtedness issued to evidence an
obligation to repay moneys lent to a person by one or more banks, trust
companies or banking firms, or any certificate of interest or participation in
any such note or evidence of indebtedness; (ii) an obligation shall be deemed to
be "in default" when a default in payment of principal shall have continued for
30 days or more and shall not have been cured; and (iii) the Trustee shall not
be deemed to be the owner or holder of (A) any security which it holds as
collateral security, as trustee or otherwise, for an obligation which is not in
default as defined in clause (ii) above, or (B) any security which it holds as
collateral security under this Indenture, irrespective of any default hereunder,
or (C) any security which it holds as agent for collection, or as custodian,
escrow agent or depositary, or in any similar representative capacity.

               (d) For the purposes of this Section:

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

               (2) The term "director" means any director of a corporation, or
     any individual performing similar functions with respect to any
     organization whether incorporated or unincorporated.

               (3) The term "person" means an individual, a corporation, a
     partnership, an association, a joint stock company, a trust, an estate, an
     unincorporated organization, or a government or political subdivision
     thereof. As used in this paragraph, the term "trust" shall include only a
     trust where the interest or interests of the beneficiary or beneficiaries
     are evidenced by a security.

               (4) The term "voting security" means any security presently
     entitling the owner or holder thereof to vote in the direction or
     management of the affairs of a person, or any security issued under or
     pursuant to any trust, agreement or arrangements whereby a trustee or
     trustees or agent or agents for the owner or holder of such security are
     presently entitled to vote in the direction or management of the affairs of
     a person.

               (5) The term "Company" means any obligor upon the Debt Securities
     of any series.

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

<PAGE>

                                                                              43

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

               (1) A specified percentage of the voting securities of the
     Trustee, the Company or any other person referred to in this Section (each
     of whom is referred to as a "person" in this paragraph) means such amount
     of the outstanding voting securities of such person as entitles the holder
     or holders thereof to cast such specified percentage of the aggregate votes
     which the holders of all the outstanding voting securities of such person
     are entitled to cast in the direction or management of the affairs of such
     person.

               (2) A specified percentage of a class of securities of a person
     means such percentage of the aggregate amount of securities of the class
     outstanding.

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

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

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

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

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

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

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

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

               (f) Except in the case of a default in the payment of the
principal of or interest on any Debt Security of any series, or in the payment
of any sinking or purchase fund installment, the Trustee shall not be required
to resign as provided by this Section if the Trustee shall have sustained the
burden of proving, on application to the Commission and after opportunity for
hearing thereon, that:

<PAGE>

                                                                              44

               (1) the Event of Default may be cured or waived during a
     reasonable period and under the procedures described in such application;
     and

               (2) a stay of the Trustee's duty to resign will not be
     inconsistent with the interests of Holders of the Debt Securities.

The filing of such an application shall automatically stay the performance of
the duty to resign until the Commission orders otherwise.

               Section 6.09. Corporate Trustee Required; Eligibility.
                             ---------------------------------------

               There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia, authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus
of at least $100,000,000, subject to supervision or examination by Federal,
State 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. Neither the Company nor any person directly or
indirectly controlling, controlled by, or under common control with the Company
shall serve as Trustee upon any Debt Securities.

               Section 6.10. Resignation and Removal; Appointment of Successor.
                             -------------------------------------------------

               (a) No resignation or removal of the Trustee and no appointment
of a successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee under Section 6.11.

               (b) The Trustee may resign at any time with respect to the Debt
Securities of one or more series by giving written notice thereof to the
Company. If an instrument of acceptance by a successor Trustee shall not have
been delivered to the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the Debt
Securities of such series.

               (c) The Trustee may be removed at any time with respect to the
Debt Securities of any series and a successor Trustee appointed by Act of the
Holders of a majority in principal amount of the Outstanding Debt Securities of
such series, delivered to the Trustee and to the Company.

               (d) If at any time:

               (1) the Trustee shall fail to comply with Section 6.08(a) with
     respect to the Debt Securities of any series after written request therefor
     by the Company or by any Holder who has been a bona fide Holder of a Debt
     Security of such series for at least six months, or

               (2) the Trustee shall cease to be eligible under Section 6.09
     with respect to the Debt Securities of any series and shall fail to resign
     after written request therefor by the Company or by any such Holder, or

               (3) the Trustee shall become incapable of acting or shall be
     adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
     property shall be appointed or any public officer

<PAGE>

                                                                              45

     shall take charge or control of the Trustee or of its property or affairs
     for the purpose of rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to all Debt Securities, or (ii) subject to Section 5.14,
any Holder who has been a bona fide Holder of a Debt Security of any series for
at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee for the Debt Securities of such series.

               (e) If the Trustee shall resign, be removed or become incapable
of acting, or if a vacancy shall occur in the office of Trustee for any cause,
with respect to the Debt Securities of one or more series, the Company, by a
Board Resolution, shall promptly appoint a successor Trustee or Trustees with
respect to the Debt Securities of that or those series (it being understood that
any such successor Trustee may be appointed with respect to the Debt Securities
of one or more or all of such series and that at any time there shall be only
one Trustee with respect to the Debt Securities of any particular series) and
shall comply with the applicable requirements of Section 6.11. If, within one
year after such resignation, removal or incapability, or the occurrence of such
vacancy, a successor Trustee with respect to the Debt Securities of any series
shall be appointed by Act of the Holders of a majority in principal amount of
the Outstanding Debt Securities of such series delivered to the Company and the
retiring Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment, become the successor Trustee with respect to the
Debt Securities of such series and to that extent supersede the successor
Trustee appointed by the Company. If no successor Trustee with respect to the
Debt Securities of any series shall have been so appointed by the Company or the
Holders of such series and accepted appointment in the manner hereinafter
provided, any Holder who has been a bona fide Holder of a Debt Security of such
series for at least six months may, subject to Section 5.14, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the Debt
Securities of such series.

               (f) The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Debt Securities of any series and
each appointment of a successor Trustee with respect to the Debt Securities of
any series in the manner and to the extent provided in Section 1.05 to the
Holders of Debt Securities of such series. Each notice shall include the name of
the successor Trustee with respect to the Debt Securities of such series and the
address of its Corporate Trust Office.

               Section 6.11. Acceptance of Appointment by Successor.
                             --------------------------------------

               (a) In the case of an appointment hereunder of a successor
Trustee with respect to all Debt Securities, each such successor Trustee so
appointed shall execute, acknowledge and deliver to the Company and to the
retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee,
but, on request of the Company or the successor Trustee, such retiring Trustee
shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee, and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder, subject
nevertheless to its claim, if any, provided for in Section 6.07.

               (b) In case of the appointment hereunder of a successor Trustee
with respect to the Debt Securities of one or more (but not all) series, the
Company, the retiring Trustee and each successor Trustee with respect to the
Debt Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment
and which (1) shall


<PAGE>

                                                                              46

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

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

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

               Section 6.12. Merger, Conversion, Consolidation or Succession to
                             --------------------------------------------------
Business.
--------

               Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided that such corporation shall be otherwise qualified and eligible under
this Article, without the execution or filing of any paper or any further act on
the part of any of the parties hereto. In case any Debt Securities shall have
been authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such authentication and deliver the Debt Securities so authenticated
with the same effect as if such successor Trustee had itself authenticated such
Debt Securities. In case any Debt Securities shall not have been authenticated
by such predecessor Trustee, any such successor Trustee may authenticate and
deliver such Debt Securities, in either its own name or that of its predecessor
Trustee, with the full force and effect which this Indenture provides for the
certificate of authentication of the Trustee.

               Section 6.13. Preferential Collection of Claims Against Company.
                             -------------------------------------------------

               (a) Subject to subsection (b) of this Section, if the Trustee
shall be or shall become a creditor, directly or indirectly, secured or
unsecured, of the Company within three months prior to a default, as defined in
subsection (c) of this Section, or subsequent to such default, then, unless and
until such default shall be cured, the Trustee shall set apart and hold in a
special account for the benefit of the


<PAGE>

                                                                              47

Trustee individually, the Holders of the Debt Securities and the holders of
other indenture securities (as defined in subsection (c) of this Section):

               (1) an amount equal to any and all reductions in the amount due
     and owing upon any claim as such creditor in respect of principal or
     interest, effected after the beginning of such three-month period and valid
     as against the Company and its other creditors, except any such reduction
     resulting from the receipt or disposition of any property described in
     paragraph (2) of this subsection, or from the exercise of any right of
     set-off which the Trustee could have exercised if a voluntary or
     involuntary case had been commenced in respect of the Company under the
     Federal bankruptcy laws, as now or hereafter constituted, or any other
     applicable Federal or State bankruptcy, insolvency or other similar law
     upon the date of such default; and

               (2) all property received by the Trustee in respect of any claim
     as such creditor, either as security therefor, or in satisfaction or
     composition thereof, or otherwise, after the beginning of such three-month
     period, or an amount equal to the proceeds of any such property, if
     disposed of, subject, however, to the rights, if any, of the Company and
     its other creditors in such property or such proceeds. Nothing herein
     contained, however, shall affect the right of the Trustee:

               (A) to retain for its own account (i) payments made on account of
     any such claim by any Person (other than the Company) who is liable
     thereon, and (ii) the proceeds of the bona fide sale of any such claim by
     the Trustee to a third Person, and (iii) distributions made in cash,
     securities or other property in respect of claims filed against the Company
     in bankruptcy or receivership or in proceedings or reorganization pursuant
     to the Federal bankruptcy laws, as now or hereafter constituted, or any
     other applicable Federal or State bankruptcy, insolvency or other similar
     law;

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

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

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

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

               If the Trustee shall be required to account, the funds and
property held in such special account and the proceeds thereof shall be
apportioned among the Trustee, the Holders and the holders of

<PAGE>

                                                                              48

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

               Any Trustee which has resigned or been removed after the
beginning of such three-month period shall be subject to the provisions of this
subsection as though such resignation or removal had not occurred. If any
Trustee has resigned or been removed prior to the beginning of such three-month
period, it shall be subject to the provisions of this subsection if and only if
the following conditions exist:

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

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

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

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

               (2) advances authorized by a receivership or bankruptcy court of
     competent jurisdiction or by this Indenture, for the purpose of preserving
     any property which shall at any time be subject to the Lien of this
     Indenture or of discharging tax liens or other prior liens or

<PAGE>

                                                                              49

     encumbrances thereon, if notice of such advances and of the circumstances
     surrounding the making thereof is given to the Holders at the time and in
     the manner provided in this Indenture;

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

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

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

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

               (c) for the purposes of this Section only:

               (1) The term "default" means any failure to make payment in full
     of the principal of or interest on any of the Debt Securities or upon the
     other indenture securities when and as such principal or interest becomes
     due and payable.

               (2) The term "other indenture securities" means securities upon
     which the Company is an obligor outstanding under any other indenture (i)
     under which the Trustee is also trustee, (ii) which contains provisions
     substantially similar to the provisions of this Section, and (iii) under
     which a default exists at the time of the apportionment of the funds and
     property held in such special account.

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

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

               (5) The term "Company" means any obligor upon the Debt
     Securities.

               Section 6.14. Appointment of Authenticating Agent.
                             -----------------------------------

               As long as any Debt Securities of a series remain Outstanding,
upon a Company Request, there shall be an authenticating agent (the
"Authenticating Agent") appointed, for such period as the

<PAGE>

                                                                              50

Company shall elect, by the Trustee for such series of Debt Securities to act as
its agent on its behalf and subject to its direction in connection with the
authentication and delivery of each series of Debt Securities for which it is
serving as Trustee. Debt Securities of each such series authenticated by such
Authenticating Agent shall be entitled to the benefits of this Indenture and
shall be valid and obligatory for all purposes as if authenticated by such
Trustee. Wherever reference is made in this Indenture to the authentication and
delivery of Debt Securities of any series by the Trustee for such series or to
the Trustee's Certificate of Authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee for such series by
an Authenticating Agent for such series and a Certificate of Authentication
executed on behalf of such Trustee by such Authenticating Agent, except that
only the Trustee may authenticate Debt Securities upon original issuance and
pursuant to Section 3.06 hereof. Such Authenticating Agent shall at all times be
a corporation organized and doing business under the laws of the United States
of America or of any State, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least $10,000,000 and
subject to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

               Any corporation into which any Authenticating Agent may be merged
or converted, or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which any Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency business
of any Authenticating Agent, shall continue to be the Authenticating Agent with
respect to all series of Debt Securities for which it served as Authenticating
Agent without the execution or filing of any paper or any further act on the
part of the Trustee for such series or such Authenticating Agent. Any
Authenticating Agent may at any time, and if it shall cease to be eligible
shall, resign by giving written notice of resignation to the applicable Trustee
and to the Company.

               Upon receiving such a notice of resignation or upon such a
termination, or in case at any time any Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section 6.14 with respect to
one or more or all series of Debt Securities, the Trustee for such series shall
upon a Company Request appoint a successor Authenticating Agent, and the Company
shall provide notice of such appointment to all Holders of Debt Securities of
such series in the manner and to the extent provided in Section 1.05. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all rights, powers, duties and responsibilities of its
predecessor hereunder, with like effect as if originally named as Authenticating
Agent herein. The Trustee for the Debt Securities of such series agrees to pay
to the Authenticating Agent for such series from time to time reasonable
compensation for its services, and the Trustee shall be entitled to be
reimbursed for such payment, subject to the provisions of Section 6.07. The
Authenticating Agent for the Debt Securities of any series shall have no
responsibility or liability for any action taken by it as such at the direction
of the Trustee for such series.

               If an appointment with respect to one or more series is made
pursuant to this Section, the Debt Securities of such series may have endorsed
thereon, in addition to the Trustee's certificate of authentication, an
alternative certificate of authentication in the following form:

<PAGE>

                                                                              51

               This is one of the series of Debt Securities issued under the
within mentioned Indenture.

                           ______________________________



                           ______________________________
                           As Trustee


                           By:___________________________
                                As Authenticating Agent


                           By:___________________________
                                Authorized Signatory

                                 ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

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

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

               (a) semi-annually on a date not more than 15 days after each
Regular Record Date with respect to an Interest Payment Date, if any, for the
Registered Securities of such series (or on semi-annual dates in each year to be
determined pursuant to Section 3.01 if the Registered Securities of such series
do not bear interest), a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Registered Holders as of the date 15
days next preceding each such Regular Record Date (or such semi-annual dates, as
the case may be); and

               (b) at such other times as the Trustee may request in writing,
within 30 days after the receipt by the Company of any such request, a list of
similar form and content as of a date not more than 15 days prior to the time
such list is furnished; provided, however, that if and so long as the Trustee
                        --------  -------
shall be the Security Registrar for such series, no such list need be furnished.

               Section 7.02. Preservation of Information; Communication to
                             ---------------------------------------------
Holders.
-------

               (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, all information as to the names and addresses of Holders
contained in the most recent list furnished to the Trustee as provided in
Section 7.01 received by it in the capacity of Paying Agent (if so acting)
hereunder.

               The Trustee may destroy any list furnished to it as provided in
Section 7.01 upon receipt of a new list so furnished, destroy any information
received by it as Paying Agent (if so acting) hereunder upon delivering to
itself as Trustee, not earlier than 45 days after an Interest Payment Date, a
list containing the names and addresses of the Holders obtained from such
information since the delivery of the next previous list, if any, and destroy
any list delivered to itself as Trustee which was compiled from

<PAGE>

                                                                              52

information received by it as Paying Agent (if so acting) hereunder upon the
receipt of a new list so delivered.

               (b) If three or more Holders (hereinafter referred to as
"applicants") apply in writing to the Trustee, and furnish to the Trustee
reasonable proof that each such applicant has owned a Debt Security for a period
of at least six months preceding the date of such application, and such
application states that the applicants desire to communicate with other Holders
of Debt Securities of a particular series (in which case the applicants must
hold Debt Securities of such series) or with all Holders of Debt Securities with
respect to their rights under this Indenture or under the Debt Securities and is
accompanied by a copy of the form of proxy or other communication which such
applicants propose to transmit, then the Trustee shall, within five Business
Days after the receipt of such application, at its election, either

                   (i)  afford such applicants access to the information
               preserved at the time by the Trustee in accordance with Section
               7.02(a), or

                   (ii) inform such applicants as to the approximate number of
               Holders of Debt Securities of such series or of all Debt
               Securities, as the case may be, whose names and addresses appear
               in the information preserved at the time by the Trustee in
               accordance with Section 7.02(a), and as to the approximate cost
               of mailing to such Holders the form of proxy or other
               communication, specified in such application.

               If the Trustee shall elect not to afford such applicants access
to such information, the Trustee shall, upon written request of such applicants,
mail to the Holders of Debt Securities of such series or all Holders, as the
case may be, whose names and addresses appear in the information preserved at
the time by the Trustee in accordance with Section 7.02(a), a copy of the form
of proxy or other communication which is specified in such request, with
reasonable promptness after a tender to the Trustee of the material to be mailed
and of payment, or provision for the payment, of the reasonable expenses of
mailing, unless within five days after such tender, the Trustee shall mail to
such applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion of
the Trustee, such mailing would be contrary to the best interests of the Holders
of Debt Securities of such series or all Holders, as the case may be, or would
be in violation of applicable law. Such written statement shall specify the
basis of such opinion. If the Commission, after opportunity for a hearing upon
the objections specified in the written statement so filed, shall enter an order
refusing to sustain any of such objections or if after the entry of an order
sustaining one or more of such objections, the Commission shall find, after
notice and opportunity for hearing, that all the objections so sustained have
been met and shall enter an order so declaring, the Trustee shall mail copies of
such material to all such Holders with reasonable promptness after the entry of
such order and the renewal of such tender; otherwise the Trustee shall be
relieved of any obligation or duty to such applicants respecting their
application.

               (c) Every Holder of Debt Securities, 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 Holders in accordance with
Section 7.02(b), regardless of the source from which such information was
derived, and that the Trustee shall not be held accountable by reason of mailing
of any material pursuant to a request made under Section 7.02(b).

<PAGE>

                                                                              53

          Section 7.03. Reports by Trustee.
                        ------------------

          (a) Within 60 days after ________ of each year, commencing _______ __,
200_, the Trustee shall, to the extent required by the Trust Indenture Act,
transmit to all Holders of Debt Securities of any series with respect to which
it acts as Trustee, in the manner hereinafter provided in this Section 7.03, a
brief report dated such date with respect to any of the following events which
may have occurred within the previous 12 months (but if no such event has
occurred within such period no report need be transmitted):

          (1) any change to its eligibility under Section 6.09 and its
     qualifications under Section 6.08;

          (2) the creation of or any material change to a relationship specified
     in paragraph (1) through (10) of Section 6.08(c) of this Indenture;

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

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

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

          (6) any additional issue of Debt Securities which the Trustee has not
     previously reported; and

          (7) any action taken by the Trustee in the performance of its duties
     hereunder which it has not previously reported and which in its opinion
     materially affects the Debt Securities of such series, except action in
     respect of a default, notice of which has been or is to be withheld by the
     Trustee in accordance with Section 6.02.

          (b) The Trustee shall transmit by mail to all Holders of Debt
Securities of any series (whose names and addresses appear in the information
preserved at the time by the Trustee in accordance with Section 7.02 (a)) for
which it acts as the Trustee, as hereinafter provided, a brief report with
respect to the character and amount of any advances (and if the Trustee elects
so to state, the circumstances surrounding the making thereof) made by the
Trustee (as such) since the date of the last report transmitted pursuant to
subsection (a) of this Section (or if no such report has yet been so
transmitted, since the date of execution of this instrument) for the
reimbursement of which it claims or may claim a lien or charge, prior to that of
the Debt Securities of such series, on property or funds held or collected by it
as Trustee, and which it has not previously reported pursuant to this
subsection, except that the Trustee for each series shall not be required (but
may elect) to report such advances if such advances remaining unpaid at

<PAGE>

                                                                              54

any time aggregate 10% or less of the principal amount of the Debt Securities of
such series Outstanding at such time, such report to be transmitted within 90
days after such time.

          (c) Reports pursuant to this Section 7.03 shall be transmitted by
mail:

          (1) to all Holders of Registered Securities, as the names and
     addresses of such Holders of Registered Securities appear in the Security
     Register; and

          (2) except in the cases of reports pursuant to subsection (b) of this
     Section 7.03, to each Holder of a Debt Security of any series whose name
     and address appear in the information preserved at the time by the Trustee
     in accordance with Section 7.02(a).

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

          Section 7.04. Reports by Company.
                        ------------------

          Unless otherwise specified with respect to a particular series of Debt
Securities pursuant to Section 3.01, the Company will:

          (1) file with the Trustee, within 15 days after the Company is
     required to file the same with the Commission, copies of the annual reports
     and of the information, documents and other reports (or copies of such
     portions of any of the foregoing as the Commission may from time to time by
     rules and regulations prescribe) which the Company may be required to file
     with the Commission pursuant to Section 13 or Section 15(d) of the
     Securities Exchange Act of 1934, as amended. Notwithstanding that the
     Company may not be required to remain subject to the reporting requirements
     of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended,
     or otherwise report on an annual and quarterly basis on forms provided for
     such annual and quarterly reporting pursuant to rules and regulations
     promulgated by the Commission, the Company shall continue to file with the
     Commission and provide the Trustee and the Holders of each series of Debt
     Securities with, without cost to each Holder, (a) within 90 days after the
     end of each fiscal year, annual reports on Form 10-K (or any successor or
     comparable form) containing the information required to be contained
     therein (or required in such successor or comparable form); (b) within 45
     days after the end of each of the first three fiscal quarters of each
     fiscal year, reports on Form 10-Q (or any successor or comparable form);
     and (c) promptly from time to time after the occurrence of an event
     required to be therein reported, such other reports on Form 8-K (or any
     successor or comparable form) containing the information required (other
     than pursuant to Item 9 of such report) to be contained therein (or
     required in any successor or comparable form); provided, however, that the
                                                    --------  -------
     Company shall not be obligated to file such reports with the Commission if
     the Commission does not permit such filings. The Company will in all cases,
     without cost to each recipient, provide copies of such information to the
     Holders of the Debt Securities of each series and, if they are not
     permitted to file such reports with the Commission, shall make available
     information to prospective purchasers and to securities analysts and
     broker-dealers upon their request;

          (2) file with the Trustee and the Commission, in accordance with rules
     and regulations prescribed from time to time by the Commission, such
     additional information, documents and reports with respect to compliance by
     the Company with the conditions and

<PAGE>

                                                                              55

     covenants of this Indenture as may be required from time to time by such
     rules and regulations; and

          (3) transmit to all Holders of Debt Securities, in the manner and to
     the extent provided in Section 7.03, within 30 days after the filing
     thereof with the Trustee, such summaries of any information, documents and
     reports required to be filed by the Company pursuant to paragraphs (1) and
     (2) of this Section as may be required by rules and regulations prescribed
     from time to time by the Commission.

                                 ARTICLE EIGHT

                             CONCERNING THE HOLDERS

          Section 8.01. Acts of Holders.
                        ---------------

          Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent or proxy duly appointed in
writing; and, except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered to the
Trustee, and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Whenever in this Indenture it is provided that
the Holders of a specified percentage in aggregate principal amount of the
Outstanding Debt Securities of any series may take any Act, the fact that the
Holders of such specified percentage have joined therein may be evidenced (a) by
the instrument or instruments executed by Holders in person or by agent or proxy
appointed in writing, or (b) by the record of Holders voting in favor thereof at
any meeting of such Holders duly called and held in accordance with the
provisions of Article Nine, or (c) by a combination of such instrument or
instruments and any such record of such a meeting of Holders.

          Section 8.02. Proof of Ownership; Proof of Execution of Instruments by
                        --------------------------------------------------------
Holder.
------

          The ownership of Registered Securities of any series shall be proved
by the Security Register for such series or by a certificate of the Security
Registrar for such series.

          Subject to the provisions of Sections 6.01, 6.03 and 9.05, proof of
the execution of any instrument by a Holder or such Holder's agent shall be
sufficient if made in accordance with such reasonable rules and regulations as
may be prescribed by the Trustee or in such manner as shall be satisfactory to
the Trustee.

          The record of any Holders' meeting shall be proved in the manner
provided in Section 9.06.

          The Trustee may in any instance require further proof with respect to
any of the matters referred to in this Section so long as the request is a
reasonable one.

          Section 8.03. Persons Deemed Owners.
                        ---------------------

          The Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name any Registered Security is registered as the
owner of such Registered Security for the purpose of receiving payment of the
principal of (and premium, if any) and (subject to Section 3.07)

<PAGE>

                                                                              56

interest, if any, on such Registered Security and for all other purposes
whatsoever, whether or not such Registered Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary. All payments made to any Holder, or upon his
order, shall be valid, and, to the extent of the sum or sums paid, effectual to
satisfy and discharge the liability for moneys payable upon such Debt Security.

          Section 8.04. Revocation of Consents; Future Holders Bound.
                        --------------------------------------------

          At any time prior to (but not after) the evidencing to the Trustee, as
provided in Section 8.01, of the taking of any Act by the Holders of the
percentage in aggregate principal amount of the Outstanding Debt Securities
specified in this Indenture in connection with such Act, any Holder of a Debt
Security the number, letter or other distinguishing symbol of which is shown by
the evidence to be included in the Debt Securities the Holders of which have
consented to such Act may, by filing written notice with the Trustee at the
Corporate Trust Office and upon proof of ownership as provided in Section 8.02,
revoke such Act so far as it concerns such Debt Security. Except as aforesaid,
any such Act taken by the Holder of any Debt Security shall be conclusive and
binding upon such Holder and, subject to the provisions of Section 5.08, upon
all future Holders of such Debt Security and of any Debt Securities issued on
transfer or in lieu thereof or in exchange or substitution therefor,
irrespective of whether or not any notation in regard thereto is made upon such
Debt Security or such other Debt Securities.

                                  ARTICLE NINE

                                HOLDERS' MEETINGS

          Section 9.01. Purposes of Meetings.
                        --------------------

          A meeting of Holders of any or all series may be called at any time
and from time to time pursuant to the provisions of this Article Nine for any of
the following purposes:

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

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

          (3) to consent to the execution of an indenture or indentures
     supplemental hereto pursuant to the provisions of Section 11.02; or

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

          Section 9.02. Call of Meetings by Trustee.
                        ---------------------------

          The Trustee for any series may at any time call a meeting of Holders
of such series to take any action specified in Section 9.01, to be held at such
time or times and at such place or places as the Trustee for such series shall
determine. Notice of every meeting of the Holders of any series, setting forth
the time and the place of such meeting and in general terms the action proposed
to be taken at such

<PAGE>

                                                                              57

meeting, shall be given to Holders of such series in the manner and to the
extent provided in Section 1.05. Such notice shall be given not less than 10
days nor more than 90 days prior to the date fixed for the meeting.

          Section 9.03. Call of Meetings by Company or Holders.
                        --------------------------------------

          In case at any time the Company, pursuant to a Board Resolution, or
the Holders of at least 10% in aggregate principal amount of the Outstanding
Debt Securities of a series or of all series, as the case may be, shall have
requested the Trustee for such series to call a meeting of Holders of any or all
such series by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee shall not have given the
notice of such meeting within 10 days after the receipt of such request, then
the Company or such Holders may determine the time or times and the place or
places for such meetings and may call such meetings to take any action
authorized in Section 9.01, by giving notice thereof as provided in Section
9.02.

          Section 9.04. Qualifications for Voting.
                        -------------------------

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

          Section 9.05. Regulations.
                        -----------

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

          The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Holders of such series as provided in Section 9.03, in which case
the Company or the Holders calling the meeting, as the case may be, shall in
like manner appoint a temporary chairman. A permanent chairman and a permanent
secretary of the meeting shall be elected by a majority vote of the meeting.

          Subject to the provisos in the definition of "Outstanding," at any
meeting each Holder of a Debt Security of the series with respect to which such
meeting is being held or proxy therefor shall be entitled to one vote for each
$1,000 principal amount (or such other amount as shall be specified as
contemplated by Section 3.01) of Debt Securities of such series held or
represented by him; provided, however, that no vote shall be cast or counted at
                    --------  -------
any meeting in respect of any Debt Security challenged as not Outstanding and
ruled by the chairman of the meeting to be not Outstanding. The chairman of the
meeting shall have no right to vote other than by virtue of Outstanding Debt
Securities of such series held by him or instruments in writing duly designating
him as the person to vote on behalf of Holders of Debt Securities of such
series. Any meeting of Holders with respect to which a meeting was duly called
pursuant to the provisions of Section 9.02 or 9.03 may be adjourned from time to
time by a majority of such Holders present and the meeting may be held as so
adjourned without further notice.

<PAGE>

                                                                              58

          Section 9.06. Voting.
                        ------

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

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

          Section 9.07. No Delay of Rights by Meeting.
                        -----------------------------

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

                                  ARTICLE TEN

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

          Section 10.01. Company May Consolidate, etc., Only on Certain Terms.
                         ----------------------------------------------------

          The Company shall not consolidate with or merge with or into or wind
up into (whether or not the Company is the surviving corporation) or sell,
assign, convey, transfer or lease its properties and assets substantially as an
entirety to any Person, unless:

          (1)  the corporation formed by such consolidation or into which the
     Company is merged or the Person which acquires by conveyance or transfer,
     or which leases, the properties and assets of the Company substantially as
     an entirety (the "successor corporation") shall be a corporation organized
     and existing under the laws of the United States or any State or territory
     thereof or the District of Columbia and shall expressly assume, by an
     indenture supplemental hereto, executed and delivered to the Trustee, in
     form satisfactory to the Trustee, the due and punctual payment of the
     principal of (and premium, if any) and interest on all the Debt Securities
     and the performance of every covenant of this Indenture on the part of the
     Company to be performed or observed;

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

<PAGE>

                                                                              59

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

          (4) such other conditions as may be specified under Section 3.01 with
     respect to any series of Debt Securities.

          Section 10.02. Successor Corporation Substituted.
                         ---------------------------------

          Upon any consolidation with or merger into any other corporation, or
any conveyance, transfer or lease of the properties and assets of the Company
substantially as an entirety in accordance with Section 10.01, the successor
corporation formed by such consolidation or into which the Company is merged or
to which such conveyance, transfer or lease is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor corporation had been
named as the Company herein.

                                 ARTICLE ELEVEN

                             SUPPLEMENTAL INDENTURES

          Section 11.01. Supplemental Indentures Without Consent of Holders.
                         --------------------------------------------------

          Without the consent of any Holders, the Company, when authorized by a
Board Resolution, and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental hereto, in form satisfactory to the
Trustee, for any of the following purposes:

          (1) to evidence the succession of another corporation to the rights of
     the Company and the assumption by such successor of the covenants of the
     Company contained herein and in the Debt Securities; or

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

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

          (4) 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 Outstanding Debt Security of any series created prior to
     the execution of such supplemental indenture which is entitled to the
     benefit of such provision and as to which such supplemental indenture would
     apply; or

          (5) to secure the Debt Securities or to provide that any of the
     Company's obligations under any series of the Debt Securities shall be
     guaranteed and the terms and conditions for the release or substitution of
     such security or guarantee; or

<PAGE>

                                                                              60

          (6) to supplement any of the provisions of this Indenture to such
     extent as shall be necessary to permit or facilitate the defeasance and
     discharge of any series of Debt Securities pursuant to Article Four or
     Fifteen, provided that any such action shall not adversely affect the
              --------
     interests of the Holders of Debt Securities of such series or any other
     series of Debt Securities in any material respect; or

          (7) to establish the form or terms of Debt Securities of any series as
     permitted by Sections 2.01 and 3.01; or

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

          (9) to cure any ambiguity, to correct or supplement any provision
     herein which may be defective or inconsistent with any other provision
     herein, to eliminate any conflict between the terms hereof and the Trust
     Indenture Act or to make any other provisions with respect to matters or
     questions arising under this Indenture which shall not be inconsistent with
     any provision of this Indenture; provided such other provisions shall not
                                      --------
     adversely affect the interests of the Holders of Outstanding Debt
     Securities of any series created prior to the execution of such
     supplemental indenture in any material respect.

          Section 11.02. Supplemental Indentures With Consent of Holders.
                         -----------------------------------------------

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

          (1) conflict with the required provisions of the Trust Indenture Act;

          (2) except as specifically provided with respect to any series of Debt
     Securities pursuant to Section 3.01, (a) change the Stated Maturity of the
     principal of, or installment of interest, if any, on, any Debt Security, or
     reduce the principal amount thereof or the interest thereon or any premium
     payable upon redemption thereof (provided that a requirement to offer to
     repurchase Debt Securities shall not be deemed a redemption for this
     purpose), or change the Stated Maturity of, or change the Currency or
     Currencies in which the principal of (and premium, if any) or interest on
     such Debt Security is denominated or payable, or reduce the amount of the
     principal of a Discount Security that would be due and payable upon a
     declaration of acceleration of the Maturity thereof pursuant to Section
     5.02, or reduce the amount of, or postpone the date fixed for, any payment
     under any sinking fund or analogous provisions for any Debt Security, or
     impair the right to institute suit for the enforcement of any payment on or
     after the Stated Maturity thereof (or, in the case of redemption, on or
     after the Redemption Date), or adversely affect the right to convert any
     Debt Security into shares of Common Stock of the Company as may be provided
     pursuant to Section 3.01; or

<PAGE>

                                                                              61

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

          (4) modify any of the provisions of this Section, Section 5.13 or
     Section 12.06, except to increase any such percentage or to provide that
     certain other provisions of this Indenture cannot be modified or waived
     without the consent of the Holder of each Outstanding Debt Security of each
     series affected thereby; provided, however, that this clause shall not be
                              --------  -------
     deemed to require the consent of any Holder with respect to changes in the
     references to "the Trustee" and concomitant changes in this Section and
     Section 12.06, or the deletion of this proviso, in accordance with the
     requirements of Sections 6.11 and 11.01(6); or

          (5) modify any of the provisions of this Indenture relating to the
     subordination of the Debt Securities in a manner adverse to the Holders.

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

          A supplemental indenture which changes or eliminates any covenant or
other provision of this Indenture with respect to one or more particular series
of Debt Securities or which modifies the rights of the Holders of Debt
Securities of such series with respect to such covenant or other provision,
shall be deemed not to affect the rights under this Indenture of the Holders of
Debt securities of any other series.

          Section 11.03. Execution of Supplemental Indentures.
                         ------------------------------------

          In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 6.01) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which adversely affects
the Trustee's own rights, duties or immunities under this Indenture or otherwise
in a material way.

          Section 11.04. Effect of Supplemental Indentures.
                         ---------------------------------

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

          Section 11.05. Conformity with Trust Indenture Act.
                         -----------------------------------

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

          Section 11.06. Reference in Debt Securities to Supplemental
                         --------------------------------------------
Indentures.
----------

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

<PAGE>

                                                                              62

in form approved by the Trustee as to any matter provided for in such
supplemental indenture. If the Company shall so determine, new Debt Securities
of any series so modified as to conform, in the opinion of the Trustee and the
Board of Directors, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Debt Securities of such series.

          Section 11.07. Notice of Supplemental Indenture.
                         --------------------------------

          Promptly after the execution by the Company and the appropriate
Trustee of any supplemental indenture pursuant to Section 11.02, the Company
shall transmit, in the manner and to the extent provided in Section 1.05, to all
Holders of any series of the Debt Securities affected thereby, a notice setting
forth in general terms the substance of such supplemental indenture.

                                 ARTICLE TWELVE

                                    COVENANTS

          Section 12.01. Payment of Principal, Premium and Interest.
                         ------------------------------------------

          The Company hereby covenants and agrees for the benefit of each series
of Debt Securities that it will duly and punctually pay or cause to be paid the
principal of, and premium, if any, and interest on, each of the Debt Securities
at the place, at the respective times and in the manner provided herein. Each
installment of interest on the Debt Securities may at the Company's option be
paid by mailing checks for such interest payable to the Person entitled thereto
to the address of such Person as it appears on the Security Register.

          Section 12.02. Officer's Certificate as to Default.
                         -----------------------------------

          Unless otherwise specifically provided for with respect to any series
of Debt Securities under Section 3.01, the Company will deliver to the Trustee,
on or before a date not more than four months after the end of each fiscal year
of the Company (which on the date hereof is the calendar year) ending after the
date hereof, a certificate of the principal executive officer, principal
financial officer or principal accounting officer of the Company stating whether
or not to the best knowledge of the signer thereof the Company is in compliance
with all covenants and conditions under this Indenture, and, if the Company
shall be in default, specifying all such defaults and the nature thereof of
which such signer may have knowledge. For purposes of this Section, such
compliance shall be determined without regard to any period of grace or
requirement of notice provided under this Indenture.

          Section 12.03. Maintenance of Office or Agency.
                         -------------------------------

          If Debt Securities of a series are issuable only as Registered
Securities, the Company will maintain in each Place of Payment for such series
an office or agency where Debt Securities of that series may be presented or
surrendered for payment, where Debt Securities of that series may be surrendered
for registration of transfer or exchange, where Debt Securities of that series
that are convertible may be surrendered for conversion, if applicable, and where
notices and demands to or upon the Company in respect of the Debt Securities of
that series and this Indenture may be served. The Company will give prompt
written notice to the Trustee of the location, and any change in the location,
of such office or agency. If at any time the Company shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive all presentations, surrenders,
notices and demands.

<PAGE>

                                                                              63

          The Company may also from time to time designate different or
additional offices or agencies to be maintained for such purposes (in or outside
of such Place of Payment), and may from time to time rescind any such
designations; provided, however, that no such designation or rescission shall in
              --------  -------
any manner relieve the Company of its obligations described in the preceding
paragraph. The Company will give prompt written notice to the Trustee of any
such additional designation or rescission of designation and any change in the
location of any such different or additional office or agency.

          Section 12.04. Money for Debt Securities; Payments To Be Held in
                         -------------------------------------------------
Trust.
-----

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

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

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

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

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

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

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

          Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of (and premium, if
any) or interest on any Debt Security of any series and remaining unclaimed for
two years after such principal (and premium, if any) or interest has become due
and payable shall be paid to the Company upon Company Request, or (if then held
by the Company) shall be discharged from such trust; and the Holder of such Debt
Security shall thereafter, as an unsecured general creditor, look only to the
Company for payment thereof, and all


<PAGE>

                                                                              64

liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Company as trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such Paying Agent, before being required
--------  -------
to make any such repayment, may at the expense of the Company cause to be
transmitted in the manner and to the extent provided by Section 1.05, notice
that such money remains unclaimed and that, after a date specified therein,
which shall not be less than 30 days from the date of such notification, any
unclaimed balance of such money then remaining will be repaid to the Company.

          Section 12.05. Corporate Existence.
                         -------------------

          Subject to Article Ten, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence, rights (charter and statutory) and franchises; provided, however,
                                                          --------  -------
that the Company shall not be required to preserve any such right or franchise
if the Company shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company.

          Section 12.06. Waiver of Certain Covenants.
                         ---------------------------

          The Company may omit in any particular instance to comply with any
term, provision or condition set forth in Section 12.05 (and, if so specified
pursuant to Section 3.01, any other covenant not set forth herein and specified
pursuant to Section 3.01 to be applicable to the Securities of any series,
except as otherwise provided pursuant to Section 3.01) with respect to the Debt
Securities of any series if before the time for such compliance the Holders of
at least a majority in principal amount of the Outstanding Debt Securities of
such series shall, by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such term, provision or condition,
but no such waiver shall extend to or affect such term, provision or condition
except to the extent expressly so waived, and, until such waiver shall become
effective, the obligations of the Company and the duties of the Trustee in
respect of any such term, provision or condition shall remain in full force and
effect.

                                ARTICLE THIRTEEN

                          REDEMPTION OF DEBT SECURITIES

          Section 13.01. Applicability of Article.
                         ------------------------

          Debt Securities of any series which are redeemable before their
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified pursuant to Section 3.01 for Debt Securities of any series)
in accordance with this Article.

          Section 13.02. Election to Redeem; Notice to Trustee.
                         -------------------------------------

          The election of the Company to redeem (or, in the case of Discount
Securities, to permit the Holders to elect to surrender for redemption) any Debt
Securities shall be evidenced by a Board Resolution. In case of any redemption
at the election of the Company of less than all of the Debt Securities of any
series pursuant to Section 13.03, the Company shall, at least 30 days before the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date and of
the principal amount of Debt Securities of such series to be redeemed. In the
case of any redemption of Debt Securities prior to the expiration of any
restriction on such redemption provided in the terms of such Debt Securities or
elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with such restrictions.

<PAGE>

                                                                              65

          Section 13.03. Selection by Trustee of Debt Securities to Be Redeemed.
                         ------------------------------------------------------

          Except in the case of a redemption in whole of Registered Securities
of such series, if less than all the Debt Securities of any series are to be
redeemed at the election of the Company, the particular Debt Securities to be
redeemed shall be selected not more than 60 days prior to the Redemption Date by
the Trustee, from the Outstanding Debt Securities of such series not previously
called for redemption, by such method as the Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of portions
(equal to the minimum authorized denomination for Debt Securities of such series
or any integral multiple thereof) of the principal amount of Debt Securities of
such series in a denomination larger than the minimum authorized denomination
for Debt Securities of such series pursuant to Section 3.02 in the Currency in
which the Debt Securities of such series are denominated. The portions of the
principal amount of Debt Securities so selected for partial redemption shall be
equal to the minimum authorized denominations for Debt Securities of such series
pursuant to Section 3.02 in the Currency in which the Debt Securities of such
series are denominated or any integral multiple thereof, except as otherwise set
forth in the applicable form of Debt Securities. In any case when more than one
Registered Security of such series is registered in the same name, the Trustee
in its discretion may treat the aggregate principal amount so registered as if
it were represented by one Registered Security of such series.

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

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

          Section 13.04. Notice of Redemption.
                         --------------------

          Notice of redemption shall be given by the Company, or at the
Company's request, by the Trustee in the name and at the expense of the Company,
not less than 30 days and not more than 60 days prior to the Redemption Date to
the Holders of Debt Securities of any series to be redeemed in whole or in part
pursuant to this Article Thirteen, in the manner provided in Section 1.05. Any
notice so given shall be conclusively presumed to have been duly given, whether
or not the Holder receives such notice. Failure to give such notice, or any
defect in such notice to the Holder of any Debt Security of a series designated
for redemption, in whole or in part, shall not affect the sufficiency of any
notice of redemption with respect to the Holder of any other Debt Security of
such series.

          All notices of redemption shall state:

          (1)   the Redemption Date,

          (2)   the Redemption Price,

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

<PAGE>

                                                                              66

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

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

          (6) the Place or Places of Payment where such Debt Securities are to
     be surrendered for payment of the Redemption Price, and

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

          Section 13.05. Deposit of Redemption Price.
                         ---------------------------

          On or prior to the Redemption Date for any Debt Securities, the
Company shall deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 12.04) an amount of money in the Currency or Currencies in
which such Debt Securities are denominated (except as provided pursuant to
Section 3.01) sufficient to pay the Redemption Price of such Debt Securities or
any portions thereof which are to be redeemed on that date.

          Section 13.06. Debt Securities Payable on Redemption Date.
                         ------------------------------------------

          Notice of redemption having been given as aforesaid, any Debt
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price in the Currency in which the Debt Securities of
such series are payable (except as otherwise specified pursuant to Section 3.01
or 3.10), and from and after such date (unless the Company shall default in the
payment of the Redemption Price) such Debt Securities shall cease to bear
interest. Upon surrender of any such Debt Security for redemption in accordance
with said notice, such Debt Security shall be paid by the Company at the
Redemption Price; provided, however, that, unless otherwise specified as
                  --------  -------
contemplated by Section 3.01, installments of interest on Registered Securities
which have a Stated Maturity on or prior to the Redemption Date for such Debt
Securities shall be payable according to the terms of such Debt Securities and
the provisions of Section 3.07.

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

          Section 13.07. Debt Securities Redeemed in Part.
                         --------------------------------

          Any Debt Security which is to be redeemed only in part shall be
surrendered at the Corporate Trust Office or such other office or agency of the
Company as is specified pursuant to Section 3.01 with, if the Company, the
Security Registrar or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company, the Security
Registrar and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing, and the Company shall execute, and the Trustee shall
authenticate and deliver to the Holder of such Debt Security without service
charge, a new Debt Security or Debt Securities of the same series, of like tenor
and form, of any authorized denomination as requested by such Holder in
aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal of the Debt Security so surrendered. In the case of a Debt
Security providing appropriate space for such notation, at the option of the
Holder thereof, the

<PAGE>

                                                                              67

Trustee, in lieu of delivering a new Debt Security or Debt Securities as
aforesaid, may make a notation on such Debt Security of the payment of the
redeemed portion thereof.

                                ARTICLE FOURTEEN

                                  SINKING FUNDS

          Section 14.01. Applicability of Article.
                         ------------------------

          The provisions of this Article shall be applicable to any sinking fund
for the retirement of Debt Securities of a series except as otherwise specified
pursuant to Section 3.01 for Debt Securities of such series.

          The minimum amount of any sinking fund payment provided for by the
terms of Debt Securities of any series is herein referred to as a "mandatory
sinking fund payment," and any payment in excess of such minimum amount provided
for by the terms of Debt Securities of any series is herein referred to as an
"optional sinking fund payment." If provided for by the terms of Debt Securities
of any series, the amount of any cash sinking fund payment may be subject to
reduction as provided in Section 14.02. Each sinking fund payment shall be
applied to the redemption of Debt Securities of any series as provided for by
the terms of Debt Securities of such series.

          Section 14.02. Satisfaction of Mandatory Sinking Fund Payments with
                         ----------------------------------------------------
Debt Securities.
---------------

          In lieu of making all or any part of a mandatory sinking fund payment
with respect to any Debt Securities of a series in cash, the Company may at its
option, at any time no more than sixteen months and no less than 45 days prior
to the date on which such sinking fund payment is due, deliver to the Trustee
Debt Securities of such series theretofore purchased or otherwise acquired by
the Company, except Debt Securities of such series which have been redeemed
through the application of mandatory sinking fund payments pursuant to the terms
of the Debt Securities of such series, accompanied by a Company Order
instructing the Trustee to credit such obligations and stating that the Debt
Securities of such series were originally issued by the Company by way of bona
fide sale or other negotiation for value, provided that such Debt Securities
                                          --------
shall not have been previously so credited. Such Debt Securities shall be
received and credited for such purpose by the Trustee at the Redemption Price
specified in such Debt Securities for redemption through operation of the
sinking fund and the amount of such mandatory sinking fund payment shall be
reduced accordingly.

          Section 14.03. Redemption of Debt Securities for Sinking Fund.
                         ----------------------------------------------

          Not less than 60 days prior to each sinking fund payment date for any
series of Debt Securities (unless a shorter period shall be satisfactory to the
Trustee), the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash in the Currency or Currencies in which the Debt
Securities of such series are denominated (except as provided pursuant to
Section 3.01) and the portion thereof, if any, which is to be satisfied by
delivering and crediting Debt Securities of such series pursuant to Section
14.02 and whether the Company intends to exercise its rights to make a permitted
optional sinking fund payment with respect to such series. Such certificate
shall be irrevocable and upon its delivery the Company shall be obligated to
make the cash payment or payments therein referred to, if any, on or before the
next succeeding sinking fund payment date. In the case of the failure of the
Company to deliver such certificate, the sinking fund payment due on the next
succeeding sinking fund payment date for such series shall be paid entirely in
cash and shall be sufficient to redeem the principal amount of the Debt
Securities of such series subject to a mandatory

<PAGE>

                                                                              68

sinking fund payment without the right to deliver or credit Debt Securities as
provided in Section 14.02 and without the right to make any optional sinking
fund payment with respect to such series at such time.

          Any sinking fund payment or payments (mandatory or optional) made in
cash plus any unused balance of any preceding sinking fund payments made with
respect to the Debt Securities of any particular series shall be applied by the
Trustee (or by the Company if the Company is acting as its own Paying Agent) on
the sinking fund payment date on which such payment is made (or, if such payment
is made before a sinking fund payment date, on the sinking fund payment date
immediately following the date of such payment) to the redemption of Debt
Securities of such series at the Redemption Price specified in such Debt
Securities with respect to the sinking fund. Any sinking fund moneys not so
applied or allocated by the Trustee (or by the Company if the Company is acting
as its own Paying Agent) to the redemption of Debt Securities shall be added to
the next sinking fund payment received by the Trustee (or if the Company is
acting as its own Paying Agent, segregated and held in trust as provided in
Section 12.04) for such series and, together with such payment (or such amount
so segregated) shall be applied in accordance with the provisions of this
Section. Any and all sinking fund moneys with respect to the Debt Securities of
any particular series held by the Trustee (or if the Company is acting as its
own Paying Agent, segregated and held in trust as provided in Section 12.04) on
the last sinking fund payment date with respect to Debt Securities of such
series and not held for the payment or redemption of particular Debt Securities
of such series shall be applied by the Trustee (or by the Company if the Company
is acting as its own Paying Agent), together with other moneys, if necessary, to
be deposited (or segregated) sufficient for the purpose, to the payment of the
principal of the Debt Securities of such series at Maturity.

          The Trustee shall select or cause to be selected the Debt Securities
to be redeemed upon such sinking fund payment date in the manner specified in
Section 13.03 and the Company shall cause notice of the redemption thereof to be
given in the manner provided in Section 13.04. Such notice having been duly
given, the redemption of such Debt Securities shall be made upon the terms and
in the manner stated in Section 13.06.

          On or before each sinking fund payment date, the Company shall pay to
the Trustee (or, if the Company is acting as its own Paying Agent, the Company
shall segregate and hold in trust as provided in Section 12.04) in cash a sum,
in the Currency or Currencies in which Debt Securities of such series are
denominated (except as provided pursuant to Sections 3.01 or 3.10), equal to the
principal and any interest accrued to the Redemption Date for Debt Securities or
portions thereof to be redeemed on such sinking fund payment date pursuant to
this Section.

          Neither the Trustee nor the Company shall redeem any Debt Securities
of a series with sinking fund moneys or mail any notice of redemption of Debt
Securities of such series by operation of the sinking fund for such series
during the continuance of a default in payment of interest, if any, on any Debt
Securities of such series or of any Event of Default (other than an Event of
Default occurring as a consequence of this paragraph) with respect to the Debt
Securities of such series, except that if the notice of redemption shall have
been provided in accordance with the provisions hereof, the Trustee (or the
Company, if the Company is then acting as its own Paying Agent) shall redeem
such Debt Securities if cash sufficient for that purpose shall be deposited with
the Trustee (or segregated by the Company) for that purpose in accordance with
the terms of this Article. Except as aforesaid, any moneys in the sinking fund
for such series at the time when any such default or Event of Default shall
occur and any moneys thereafter paid into such sinking fund shall, during the
continuance of such default or Event of Default, be held as security for the
payment of the Debt Securities of such series; provided, however, that in case
                                               --------  -------
such default or Event of Default shall have been cured or waived as provided
herein, such moneys shall thereafter be applied on or prior to the next sinking
fund payment date for the Debt Securities of such series on which such moneys
may be applied pursuant to the provisions of this Section.

<PAGE>

                                                                              69

                                ARTICLE FIFTEEN

                                   DEFEASANCE

          Section 15.01. Applicability of Article.
                         ------------------------

          If, pursuant to Section 3.01, provision is made for the defeasance of
Debt Securities of a series, and if the Debt Securities of such series are
Registered Securities and denominated and payable only in Dollars (except as
provided pursuant to Section 3.01) then the provisions of this Article shall be
applicable except as otherwise specified pursuant to Section 3.01 for Debt
Securities of such series. Defeasance provisions, if any, for Debt Securities
denominated in a Foreign Currency or Currencies may be specified pursuant to
Section 3.01.

          Section 15.02. Defeasance Upon Deposit of Moneys or U.S. Government
                         ----------------------------------------------------
Obligations.
-----------

          At the Company's option, either (a) the Company shall be deemed to
have been Discharged (as defined below) from its obligations with respect to
Debt Securities of any series ("legal defeasance option") or (b) the Company
shall cease to be under any obligation to comply with any term, provision or
condition set forth in Section 10.01 with respect to Debt Securities of any
series (and, if so specified pursuant to Section 3.01, any other obligation of
the Company or restrictive covenant added for the benefit of such series
pursuant to Section 3.01) ("covenant defeasance option") at any time after the
applicable conditions set forth below have been satisfied:

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

          (2) such deposit shall not cause the Trustee with respect to the Debt
     Securities of that series to have a conflicting interest as defined in
     Section 6.08 and for purposes of the Trust Indenture Act with respect to
     the Debt Securities of any series;

          (3) such deposit 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;

          (4) if the Debt Securities of such series are then listed on any
     national securities exchange, the Company shall have delivered to the
     Trustee an Opinion of Counsel or a letter or other document from such
     exchange to the effect that the Company's exercise of its option under this
     Section would not cause such Debt Securities to be delisted;

          (5) no Event of Default or event (including such deposit) which, with
     notice or lapse of time or both, would become an Event of Default with
     respect to the Debt Securities of such series shall have occurred and be
     continuing on the date of such deposit and, with respect to the

<PAGE>

                                                                              70

     legal defeasance option only, no Event of Default under Section 5.01(5) or
     Section 5.01(6) or event which with the giving of notice or lapse of time,
     or both, would become an Event of Default under Section 5.01(5) or Section
     5.01(6) shall have occurred and be continuing on the 91st day after such
     date; and

          (6) the Company shall have delivered to the Trustee an Opinion of
     Counsel or a ruling from the Internal Revenue Service to the effect that
     the Holders of the Debt Securities of such series will not recognize
     income, gain or loss for Federal income tax purposes as a result of such
     deposit, defeasance or Discharge.

Notwithstanding the foregoing, if the Company exercises its covenant defeasance
option and an Event of Default under Section 5.01(5) or Section 5.01(6) or event
which with the giving of notice or lapse of time, or both, would become an Event
of Default under Section 5.01(5) or Section 5.01(6) shall have occurred and be
continuing on the 91st day after the date of such deposit, the obligations of
the Company referred to under the definition of covenant defeasance option with
respect to such Debt Securities shall be reinstated. Money and securities held
in trust pursuant to a legal defeasance shall not be subject to Article Sixteen.

          "Discharged" means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by, and obligations under, the
Debt Securities of such series and to have satisfied all the obligations under
this Indenture relating to the Debt Securities of such series (and the Trustee,
at the expense of the Company, shall execute proper instruments acknowledging
the same), except (A) the rights of Holders of Debt Securities of such series to
receive, from the trust fund described in clause (1) above, payment of the
principal of (and premium, if any) and interest on such Debt Securities when
such payments are due, (B) the Company's obligations with respect to the Debt
Securities of such series under Sections 3.04, 3.05, 3.06, 12.03 and 15.03 and
(C) the rights, powers, trusts, duties and immunities of the Trustee hereunder.

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

          Section 15.03. Deposited Moneys and U.S. Government Obligations to Be
                         ------------------------------------------------------
Held in Trust.
-------------

          All moneys and U.S. Government Obligations deposited with the Trustee
pursuant to Section 15.02 in respect of Debt Securities of a series shall be
held in trust and applied by it, in accordance with the provisions of such Debt
Securities and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Holders of such Debt Securities, of all sums due
and to become due thereon for principal (and premium, if any) and interest, if
any, but such money need not be segregated from other funds except to the extent
required by law.

<PAGE>

                                                                              71

          Section 15.04. Repayment to Company.
                         --------------------

          The Trustee and any Paying Agent shall promptly pay or return to the
Company upon Company Request any moneys or U.S. Government Obligations held by
them at any time that are not required for the payment of the principal of (and
premium, if any) and interest on the Debt Securities of any series for which
money or U.S. Government Obligations have been deposited pursuant to Section
15.02.

          The provisions of the last paragraph of Section 12.04 shall apply to
any money held by the Trustee or any Paying Agent under this Article that
remains unclaimed for two years after the Maturity of any series of Debt
Securities for which money or U.S. Government Obligations have been deposited
pursuant to Section 15.02.

                                ARTICLE SIXTEEN

                                 SUBORDINATION

          Section 16.01. Agreement to Subordinate.
                         ------------------------

          The Company, for itself, its successors and assigns, covenants and
agrees, and each Holder of Debt Securities by his acceptance thereof, likewise
covenants and agrees, that the payment of the principal of (and premium, if any)
and interest on each and all of the Debt Securities is hereby expressly
subordinated, to the extent and in the manner hereinafter set forth, in right of
payment to the prior payment in full of all Senior Indebtedness.

          Section 16.02. Distribution on Dissolution, Liquidation and
                         --------------------------------------------
Reorganization; Subrogation of Debt Securities.
----------------------------------------------

          Upon any distribution of assets of the Company upon any dissolution,
winding up, liquidation or reorganization of the Company, whether in bankruptcy,
insolvency, reorganization or receivership proceedings or upon an assignment for
the benefit of creditors or any other marshalling of the assets and liabilities
of the Company or otherwise (subject to the power of a court of competent
jurisdiction to make other equitable provision reflecting the rights conferred
in this Indenture upon the Senior Indebtedness and the holders thereof with
respect to the Debt Securities and the Holders thereof by a plan of
reorganization under applicable bankruptcy law):

          (a) the holders of all Senior Indebtedness shall be entitled to
receive payment in full of the principal thereof (and premium, if any) and
interest due thereon before the Holders of the Debt Securities are entitled to
receive any payment upon the principal (and premium, if any) or interest on
indebtedness evidenced by the Debt Securities; and

          (b) any payment or distribution of the Company of any kind or
character, whether in cash, property or securities, to which the Holders of the
Debt Securities or the Trustee would be entitled except for the provisions of
this Article Sixteen shall be paid by the liquidating trustee or agent or other
person making such payment or distribution, whether a trustee in bankruptcy, a
receiver or liquidating trustee or otherwise, directly to the holders of Senior
Indebtedness or their representative or representatives or to the trustee or
trustees under any indenture under which any instruments evidencing any of such
Senior Indebtedness may have been issued, ratably according to the aggregate
amounts remaining unpaid on account of the principal of (and premium, if any)
and interest on the Senior Indebtedness held or represented by each, to the
extent necessary to make payment in full of all Senior

<PAGE>

                                                                              72

Indebtedness remaining unpaid, after giving effect to any concurrent payment or
distribution to the holders of such Senior Indebtedness; and

          (c) in the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, shall be received by the Trustee or the Holders of the
Debt Securities before all Senior Indebtedness is paid in full, such payment or
distribution shall be paid over, upon written notice to the Trustee, to the
holder of such Senior Indebtedness or their representative or representatives or
to the trustee or trustees under any indenture under which instrument evidencing
any of such Senior Indebtedness may have been issued, ratably as aforesaid, for
application to payment of all Senior Indebtedness remaining unpaid until all
such Senior Indebtedness shall have been paid in full, after giving effect to
any concurrent payment or distribution to the holders of such Senior
Indebtedness.

          Subject to the payment in full of all Senior Indebtedness, the Holders
of the Debt Securities shall be subrogated to the rights of the holders of
Senior Indebtedness to receive payments or distributions of cash, property or
securities of the Company applicable to Senior Indebtedness until the principal
of (and premium, if any) and interest on the Debt Securities shall be paid in
full and no such payments or distributions to the Holders of the Debt Securities
of cash, property, or securities otherwise distributable to the holders of
Senior Indebtedness shall, as between the Company, its creditors other than the
holders of Senior Indebtedness, and the Holders of the Debt Securities be deemed
to be a payment by the Company to or on account of the Debt Securities. It is
understood that the provisions of this Article Sixteen are and are intended
solely for the purpose of defining the relative rights of the Holders of the
Debt Securities, on the one hand, and the holders of the Senior Indebtedness, on
the other hand. Nothing contained in this Article Sixteen or elsewhere in this
Indenture or in the Debt Securities is intended to or shall impair, as between
the Company, its creditors other than the holders of Senior Indebtedness, and
the Holders of the Debt Securities, the obligation of the Company, which is
unconditional and absolute, to pay to the Holders of the Debt Securities the
principal of (and premium, if any) and interest on the Debt Securities as and
when the same shall become due and payable in accordance with their terms, or to
affect the relative rights of the Holders of the Debt Securities and creditors
of the Company other than the holders of Senior Indebtedness, nor shall anything
herein or in the Debt Securities prevent the Trustee or the Holder of any Debt
Security from exercising all remedies otherwise permitted by applicable law upon
default under this Indenture, subject to the rights, if any, under this Article
Sixteen of the holders of Senior Indebtedness in respect of cash, property or
securities of the Company received upon the exercise of any such remedy. Upon
any payment or distribution of assets of the Company referred to in this Article
Sixteen, the Trustee, subject to the provisions of Sections 6.01 and 6.03, shall
be entitled to rely upon a certificate of the liquidating trustee or agent or
other person making any distribution to the Trustee for the purpose of
ascertaining the Persons entitled to participate in such distribution, the
holders of 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 to this Article Sixteen.

          The Trustee, however, shall not be deemed to owe any fiduciary duty to
the holders of Senior Indebtedness. The Trustee shall not be liable to any such
holder if it shall pay or distribute to or on behalf of Holders of Debt
Securities or the Company moneys or assets to which any holder of Senior
Indebtedness shall be entitled by virtue of this Article Sixteen.

          If the Trustee or any Holder of Debt Securities does not file a proper
claim or proof of debt in the form required in any proceeding referred to above
prior to 30 days before the expiration of the time to file such claim in such
proceeding, then the holder of any Senior Indebtedness is hereby authorized, and
has the right, to file an appropriate claim or claims for or on behalf of such
Holder of Debt Securities.

<PAGE>

                                                                              73

          Section 16.03. No Payment on Debt Securities in Event of Default on
                         ----------------------------------------------------
Senior Indebtedness.
-------------------

          No payment by the Company on account of principal (or premium, if
any), sinking funds or interest on the Debt Securities shall be made unless full
payment of amounts then due for principal, premium, if any, sinking funds, and
interest on Senior Indebtedness has been made or duly provided for.

          Section 16.04. Payments on Debt Securities Permitted.
                         -------------------------------------

          Nothing contained in this Indenture or in any of the Debt Securities
shall (a) affect the obligation of the Company to make, or prevent the Company
from making, at any time except as provided in Sections 16.02 and 16.03,
payments of principal (and premium, if any) or interest of the Debt Securities
or (b) prevent the application by the Trustee of any moneys deposited with it
hereunder to the payment of or on account of the principal of (and premium, if
any) or interest on the Debt Securities, unless the Trustee shall have received
at its Corporate Trust Office written notice of any event prohibiting the making
of such payment more than two Business Days prior to the date fixed for such
payment.

          Section 16.05. Trustee to Effectuate Subordination.
                         -----------------------------------

          Each Holder of Debt Securities by his acceptance thereof authorizes
and directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination as provided in this Article Sixteen
and appoints the Trustee his attorney-in-fact for any and all such purposes.

          Section 16.06. Notices to Trustee.
                         ------------------

          The Company shall give prompt written notice to the Trustee of any
fact known to the Company which would prohibit the making of any payment to or
by the Trustee in respect of the Debt Securities. Failure to give such notice
shall not affect the subordination of the Debt Securities to Senior
Indebtedness. Notwithstanding the provisions of this Article or any other
provisions of this Indenture, neither the Trustee nor any Paying Agent (other
than the Company) shall be charged with knowledge of the existence of any Senior
Indebtedness or of any event which would prohibit the making of any payment of
moneys to or by the Trustee or such Paying Agent, unless and until the Trustee
or such Paying Agent shall have received (in the case of the Trustee, at its
Corporate Trust Office) written notice thereof from the Company or from the
holder of any Senior Indebtedness or from the trustee for any such holder,
together with proof satisfactory to the Trustee of such holding of Senior
Indebtedness or of the authority of such trustee; provided, however, that if at
least two Business Days prior to the date upon which by the terms hereof any
such moneys may become payable for any purpose (including, without limitation,
the payment of either the principal (and premium, if any) or interest on any
Debt Security) the Trustee shall not have received with respect to such moneys
the notice provided for in this Section 16.06, then, anything herein contained
to the contrary notwithstanding, the Trustee shall have full power and authority
to receive such moneys and to apply the same to the purpose for which they were
received, and shall not be affected by any notice to the contrary, which may be
received by it within two Business Days prior to such date. The Trustee shall be
entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Indebtedness (or a trustee on
behalf of such holder) to establish that such a notice has been given by a
holder of Senior Indebtedness or a trustee on behalf of any such holder. In the
event that the Trustee determines in good faith that further evidence is
required with respect to the right of any Person as a holder of Senior
Indebtedness to participate in any payment or distribution pursuant to this
Article Sixteen, the Trustee may request such person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such Person, the extent to which such Person is entitled to participate
in such payment or distribution and any other

<PAGE>

                                                                              74

facts pertinent to the rights of such Person under this Article Sixteen and, if
such evidence is not furnished, the Trustee may defer any payment to such person
pending judicial determination as to the right of such person to receive such
payment.

          Section 16.07. Trustee as Holder of Senior Indebtedness.
                         ----------------------------------------

          The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article Sixteen in respect of any Senior Indebtedness
at any time held by it to the same extent as any other holder of Senior
Indebtedness and nothing in this Indenture shall be construed to deprive the
Trustee of any of its rights as such holder.

          Nothing in this Article shall apply to claims, of, or payments to, the
Trustee under or pursuant to Section 6.07.

          Section 16.08. Modification of Terms of Senior Indebtedness.
                         --------------------------------------------

          Any renewal or extension of the time of payment of any Senior
Indebtedness or the exercise by the holders of Senior Indebtedness of any of
their rights under any instrument creating or evidencing Senior Indebtedness,
including, without limitation, the waiver of default thereunder, may be made or
done all without notice to or assent from the Holders of the Debt Securities or
the Trustee.

          No compromise, alteration, amendment, modification, extension, renewal
or other change of, or waiver, consent or other action in respect of, any
liability or obligation under or in respect of, or of any of the terms,
covenants or conditions of any indenture or other instrument under which any
Senior Indebtedness is outstanding or of such Senior Indebtedness, whether or
not such release is in accordance with the provisions of any applicable
document, shall in any way alter or affect any of the provisions of this Article
Sixteen or of the Debt Securities relating to the subordination thereof.

          Section 16.09. Reliance on Judicial Order or Certificate of
                         --------------------------------------------
Liquidation Agent.
-----------------

          Upon any payment or distribution of assets of the Company referred to
in this Article Sixteen, the Trustee and the Holders of the Debt Securities
shall be entitled to rely upon any order or decree entered by any court of
competent jurisdiction in which each insolvency, bankruptcy, receivership,
liquidation, reorganization, dissolution, winding up or similar case or
proceeding is pending, or a certificate of the trustee in bankruptcy,
liquidating trustee, custodian, receiver, assignee for the benefit of creditors,
agent or other person making such payment or distribution, delivered to the
Trustee or to the Holders of Debt Securities, for the purpose of ascertaining
the persons entitled to participate in such payment or distribution, the holders
of Senior Indebtedness and other indebtedness of the Company, the amount thereof
or payable therein, the amount or amounts paid or distributed thereon and all
other facts pertinent thereto or to this Article Sixteen.

          The Company, for itself, its successors and assigns, covenants and
agrees, and each Holder of Debt Securities by his acceptance thereof, likewise
covenants and agrees, that the payment of the principal of (and premium, if any)
and interest on each and all of the Debt Securities is hereby expressly
subordinated, to the extent and in the manner hereinafter set forth, in right of
payment to the prior payment in full of all Senior Indebtedness.

<PAGE>

                                                                              75

                               ARTICLE SEVENTEEN

                                   CONVERSION

          Section 17.01. Applicability; Conversion Privilege.
                         -----------------------------------

          Except as otherwise specified pursuant to Section 3.01 for Debt
Securities of any series, the provisions of this Article Seventeen shall be
applicable to any Debt Securities that are convertible into Common Stock. If so
provided pursuant to Section 3.01 with respect to the Debt Securities of any
series, the Holder of a Debt Security of such series shall have the right, at
such Holder's option, to convert, in accordance with the terms of such series of
Debt Securities and this Article Seventeen, all or any part (in a denomination
of, unless otherwise specified pursuant to Section 3.01 with respect to Debt
Securities of such series, (1) $1,000 in principal amount or any integral
multiple thereof or (2) in the case of Debt Securities denominated in a Foreign
Currency, in a denomination equal to $1,000 or an integral multiple thereof
based on the Market Exchange Rate) of such Debt Security into shares of Common
Stock or, as to any Debt Securities called for redemption, at any time prior to
the time and date fixed for such redemption (unless the Company shall default in
the payment of the Redemption Price, in which case such right shall not
terminate at such time and date).

          Section 17.02. Conversion Procedure; Conversion Price; Fractional
                         --------------------------------------------------
Shares.
------

          (a) Each Debt Security to which this Article is applicable shall be
convertible at the office of the Conversion Agent, and at such other place or
places, if any, specified in pursuant to Section 3.01 with respect to the Debt
Securities of such series, into fully paid and nonassessable shares (calculated
to the nearest 1/100th of a share) of Common Stock. The Debt Securities will be
converted into shares of Common Stock at the Conversion Price therefor. No
payment or adjustment shall be made in respect of dividends on the Common Stock
or accrued interest on a converted Debt Security except as described in Section
17.09. The Company may, but shall not be required, in connection with any
conversion of Debt Securities, to issue a fraction of a share of Common Stock
and, if the Company shall determine not to issue any such fraction, the Company
shall, subject to Section 17.03(4), make a cash payment (calculated to the
nearest cent) equal to such fraction multiplied by the Closing Price of the
Common Stock on the last Trading Day prior to the date of conversion.

          (b) Before any Holder of a Debt Security shall be entitled to convert
the same into Common Stock, such Holder shall surrender such Debt Security duly
endorsed to the Company or in blank at the office of the Conversion Agent or at
such other place or places, if any, specified pursuant to Section 3.01, and
shall give written notice to the Company at said office or place that he elects
to convert the same and shall state in writing therein the principal amount of
Debt Securities to be converted and the name or names (with addresses) in which
he wishes the certificate or certificates for Common Stock to be issued;
provided, however, that no Debt Security or portion thereof shall be accepted
for conversion unless the principal amount of such Debt Security or such
portion, when added to the principal amount of all other Debt Securities or
portions thereof then being surrendered by the Holder thereof for conversion,
exceeds the then effective Conversion Price with respect thereto. If more than
one Debt Security shall be surrendered for conversion at one time by the same
Holder, the number of full shares of Common Stock which shall be deliverable
upon conversion shall be computed on the basis of the aggregate principal amount
of the Debt Securities (or specified portions thereof to the extent permitted
thereby) so surrendered. Subject to the next succeeding sentence, the Company
will, as soon as practicable thereafter, issue and deliver at said office or
place to such Holder of a Debt Security, or to his nominee or nominees,
certificates for the number of full shares of Common Stock to which he shall be
entitled as aforesaid, together, subject to the last sentence of paragraph (a)
above, with cash in lieu of any fraction of a share to which he would otherwise
be entitled. The Company shall not be required to deliver certificates for
shares

<PAGE>

                                                                              76

of Common Stock while the stock transfer books for such stock or the Security
Register are duly closed for any purpose, but certificates for shares of Common
Stock shall be issued and delivered as soon as practicable after the opening of
such books or Security Register. A Debt Security shall be deemed to have been
converted as of the close of business on the date of the surrender of such Debt
Security for conversion as provided above, and the Person or Persons entitled to
receive the Common Stock issuable upon such conversion shall be treated for all
purposes as the record Holder or Holders of such Common Stock as of the close of
business on such date. In case any Debt Security shall be surrendered for
partial conversion, the Company shall execute and the Trustee shall authenticate
and deliver to or upon the written order of the Holder of the Debt Securities so
surrendered, without charge to such Holder (subject to the provisions of Section
17.08), a new Debt Security or Securities in authorized denominations in an
aggregate principal amount equal to the unconverted portion of the surrendered
Debt Security.

          Section 17.03. Adjustment of Conversion Price for Common Stock.
                         -----------------------------------------------

          The Conversion Price with respect to any Debt Security which is
convertible into Common Stock shall be adjusted from time to time as follows:

          (1) In case the Company shall, at any time or from time to time while
     any of such Debt Securities are outstanding, (i) pay a dividend in shares
     of its Common Stock to holders of Common Stock, (ii) combine its
     outstanding shares of Common Stock into a smaller number of shares of
     Common Stock, (iii) subdivide its outstanding shares of Common Stock into a
     greater number of shares of Common Stock or (iv) make a distribution in
     shares of Common Stock to holders of Common Stock, then the Conversion
     Price in effect immediately before such action shall be adjusted so that
     the Holders of such Debt Securities, upon conversion thereof into Common
     Stock immediately following such event, shall be entitled to receive the
     kind and amount of shares of capital stock of the Company which they would
     have owned or been entitled to receive upon or by reason of such event if
     such Debt Securities had been converted immediately before the record dated
     (or, if no record date, the effective date) for such event. An adjustment
     made pursuant to this Section 17.03(1) shall become effective retroactively
     immediately after the record date in the case of a dividend or distribution
     and shall become effective retroactively immediately after the effective
     date in the case of a subdivision or combination. For the purposes of this
     Section 17.03(1), each Holder of Debt Securities shall be deemed to have
     failed to exercise any right to elect the kind or amount of securities
     receivable upon the payment of any such dividend, subdivision, combination
     or distribution (provided that if the kind or amount of securities
     receivable upon such dividend, subdivision, combination or distribution is
     not the same for each nonelecting share, then the kind and amount of
     securities or other property receivable upon such dividend, subdivision,
     combination or distribution for each nonelecting share shall be deemed to
     be the kind and amount so receivable per share by a plurality of the
     nonelecting shares).

          (2) In case the Company shall, at any time or from time to time while
     any of such Debt Securities are outstanding, issue rights or warrants to
     all holders of shares of its Common Stock entitling them (for a period
     expiring within 45 days after the record date for such issuance) to
     subscribe for or purchase shares of Common Stock (or securities convertible
     into shares of Common Stock) at a price per share less than the Current
     Market Price of the Common Stock at such record date (treating the price
     per share of the securities convertible into Common Stock as equal to (x)
     the sum of (i) the price for a unit of the security convertible into Common
     Stock and (ii) any additional consideration initially payable upon the
     conversion of such security into Common Stock divided by (y) the number of
     shares of Common Stock initially underlying such convertible security), the
     Conversion Price with respect to such Debt Securities shall be adjusted so
     that it shall equal the price determined by dividing the Conversion Price
     in effect immediately

<PAGE>

                                                                              77

     prior to the date of issuance of such rights or warrants by a fraction, the
     numerator of which shall be the number of shares of Common Stock
     outstanding on the date of issuance of such rights or warrants plus the
     number of additional shares of Common Stock offered for subscription or
     purchase (or into which the convertible securities so offered are initially
     convertible), and the denominator of which shall be the number of shares of
     Common Stock outstanding on the date of issuance of such rights or warrants
     plus the number of shares of additional shares of Common Stock which the
     aggregate offering price of the total number of shares of securities so
     offered for subscription or purchase (or the aggregate purchase price of
     the convertible securities so offered plus the aggregate amount of any
     additional consideration initially payable upon conversion of such
     securities into Common Stock) would purchase at such Current Market Price
     of the Common Stock. Such adjustment shall become effective retroactively
     immediately after the record date for the determination of stockholders
     entitled to receive such rights or warrants.

          (3) In the case the Company shall, at any time or from time to time
     while any of such Debt Securities are outstanding, distribute to all
     holders of shares of its Common Stock (including any such distribution made
     in connection with a consolidation or merger in which the Company is the
     continuing corporation and the Common Stock is not changed or exchanged)
     cash, evidences of its indebtedness, securities or assets (excluding (i)
     regular periodic cash dividends in amounts, if any, determined from time to
     time by the Board of Directors, (ii) dividends payable in shares of Common
     Stock for which adjustment is made under Section 17.03(1) or (iii) rights
     or warrants to subscribe for or purchase securities of the Company
     (excluding those referred to in Section 17.03(2))), then in each such case
     the Conversion Price with respect to such Debt Securities determined by
     dividing the Conversion Price in effect immediately prior to the date of
     such distribution by a fraction, the numerator of which shall be the
     Current Market Price of the Common Stock on the record date referred to
     below, and the denominator of which shall be such Current Market Price of
     the Common Stock less the then fair market value (as determined by the
     Board of Directors of the Company, whose determination shall be conclusive)
     of the portion of the cash or assets or evidences of indebtedness or
     securities so distributed or of such subscription rights or warrants
     applicable to one share of Common Stock (provided that such denominator
     shall never be less than 1.0); provided however, that no adjustment shall
     be made with respect to any distribution of rights to purchase securities
     of the Company if a Holder of Debt Securities would otherwise be entitled
     to receive such rights upon conversion at any time of such Debt Securities
     into Common Stock unless such rights are subsequently redeemed by the
     Company, in which case such redemption shall be treated for purposes of
     this section as a dividend on the Common Stock. Such adjustment shall
     become effective retroactively immediately after the record date for the
     determination of stockholders entitled to receive such distribution; and in
     the event that such distribution is not so made, the Conversion Price shall
     again be adjusted to the Conversion Price which would then be in effect if
     such record date had not been fixed.

          (4) The Company shall be entitled to make such additional adjustments
     in the Conversion Price, in addition to those required by subsections
     17.03(1), 17.03(2), and 17.03(3), as shall be necessary in order that any
     dividend or distribution of Common Stock, any subdivision, reclassification
     or combination of shares of Common Stock or any issuance of rights or
     warrants referred to above shall not be taxable to the holders of Common
     Stock for United States Federal income tax purposes.

          (5) In any case in which this Section 17.03 shall require that any
     adjustment be made effective as of or retroactively immediately following a
     record date, the Company may elect to defer (but only for five (5) Trading
     Days following the filing of the statement referred to in Section 17.05)
     issuing to the Holder of any Debt Securities converted after such record
     date the shares of Common Stock and other capital stock of the Company
     issuable upon such conversion

<PAGE>

                                                                              78

     over and above the shares of Common Stock and other capital stock of the
     Company issuable upon such conversion on the basis of the Conversion Price
     prior to adjustment; provided, however, that the Company shall deliver to
     such Holder a due bill or other appropriate instrument evidencing such
     Holder's right to receive such additional shares upon the occurrence of the
     event requiring such adjustment.

          (6) All calculations under this Section 17.03 shall be made to the
     nearest cent or one-hundredth of a share of security, with one-half cent
     and 0.005 of a share, respectively, being rounded upward. Notwithstanding
     any other provision of this Section 17.03, the Company shall not be
     required to make any adjustment of the Conversion Price unless such
     adjustment would require an increase or decrease of at least 1% of such
     price. Any lesser adjustment shall be carried forward and shall be made at
     the time of and together with the next subsequent adjustment which,
     together with any adjustment or adjustments so carried forward, shall
     amount to an increase or decrease of at least 1% in such price. Any
     adjustments under this Section 17.03 shall be made successively whenever an
     event requiring such an adjustment occurs.

          (7) In the event that at any time, as a result of an adjustment made
     pursuant to this Section 17.03, the Holder of any Debt Security thereafter
     surrendered for conversion shall become entitled to receive any shares of
     stock of the Company other than shares of Common Stock into which the Debt
     Securities originally were convertible, the Conversion Price of such other
     shares so receivable upon conversion of any such Debt Security shall be
     subject to adjustment from time to time in a manner and on terms as nearly
     equivalent as practicable to the provisions with respect to Common Stock
     contained in subparagraphs (1) through (6) of this Section 17.03, and the
     provisions of Sections 17.01, 17.02 and 17.04 through 17.09 with respect to
     the Common Stock shall apply on like or similar terms to any such other
     shares and the determination of the Board of Directors as to any such
     adjustment shall be conclusive.

          (8) No adjustment shall be made pursuant to this Section: (i) if the
     effect thereof would be to reduce the Conversion Price below the par value
     (if any) of the Common Stock or (ii) subject to 17.03(5) hereof, with
     respect to any Debt Security that is converted prior to the time such
     adjustment otherwise would be made.

          Section 17.04. Consolidation or Merger of the Company.
                         --------------------------------------

          In case of either (a) any consolidation or merger to which the Company
is a party, other than a merger or consolidation in which the Company is the
surviving or continuing corporation and which does not result in a
reclassification of, or change (other than a change in par value or from par
value to no par value or from no par value to par value, as a result of a
subdivision or combination) in, outstanding shares of Common Stock or (b) any
sale or conveyance of all or substantially all of the property and assets of the
Company to another Person, then each Debt Security then outstanding shall be
convertible from and after such merger, consolidation, sale or conveyance of
property and assets into the kind and amount of shares of stock or other
securities and property (including cash) receivable upon such consolidation,
merger, sale or conveyance by a holder of the number of shares of Common Stock
into which such Debt Securities would have been converted immediately prior to
such consolidation, merger, sale or conveyance, subject to adjustments which
shall be as nearly equivalent as may be practicable to the adjustments provided
for in this Article Seventeen (and assuming such holder of Common Stock failed
to exercise his rights of election, if any, as to the kind or amount of
securities, cash or other property (including cash) receivable upon such
consolidation, merger, sale or conveyance (provided that, if the kind or amount
of securities, cash or other property (including cash) receivable upon such
consolidation, merger, sale or conveyance is not the same for each nonelecting
share, then the kind and amount of securities, cash or other property (including
cash) receivable upon such consolidation, merger,

<PAGE>

                                                                              79

sale or conveyance for each nonelecting share shall be deemed to be the kind and
amount so receivable per share by a plurality of the nonelecting shares or
securities)). The Company shall not enter into any of the transactions referred
to in clause (a) or (b) of the preceding sentence unless effective provision
shall be made so as to give effect to the provisions set forth in this Section
17.04. The provisions of this Section 17.04 shall apply similarly to successive
consolidations, mergers, sales or conveyances.

          Section 17.05. Notice of Adjustment.
                         --------------------

          Whenever an adjustment in the Conversion Price with respect to a
series of Debt Securities is required:

          (1) the Company shall forthwith place on file with the Trustee and any
     Conversion Agent for such Securities a certificate of the Treasurer of the
     Company, stating the adjusted Conversion Price determined as provided
     herein and setting forth in reasonable detail such facts as shall be
     necessary to show the reason for and the manner of computing such
     adjustment, such certificate to be conclusive evidence that the adjustment
     is correct; and

          (2) a notice stating that the Conversion Price has been adjusted and
     setting forth the adjusted Conversion Price shall forthwith be given by the
     Company, or at the Company's request, by the Trustee in the name and at the
     expense of the Company, in the manner provided in Section 1.05. Any notice
     so given shall be conclusively presumed to have been duly given, whether or
     not the Holder receives such notice.

          Section 17.06. Notice in Certain Events.
                         ------------------------

          In case:
          -------

          (1) of a consolidation or merger to which the Company is a party and
     for which approval of any stockholders of the Company is required, or of
     the sale or conveyance to another Person or entity or group of Persons or
     entities acting in concert as a partnership, limited partnership, syndicate
     or other group (within the meaning of Rule 13d-3 under the Securities
     Exchange Act of 1934, as amended) of all or substantially all of the
     property and assets of the Company; or

          (2) of the voluntary or involuntary dissolution, liquidation or
     winding up of the Company; or

          (3) of any action triggering an adjustment of the Conversion Price
     pursuant to this Article Seventeen; then, in each case, the Company shall
     cause to be filed with the Trustee and the Conversion Agent for the
     applicable Debt Securities, and shall cause to be given, to the Holders of
     record of applicable Debt Securities in the manner provided in Section
     1.05, at least fifteen (15) days prior to the applicable date hereinafter
     specified, a notice stating (x) the date on which a record is to be taken
     for the purpose of any distribution or grant of rights or warrants
     triggering an adjustment to the Conversion Price pursuant to this Article
     Seventeen, or, if a record is not to be taken, the date as of which the
     holders of record of Common Stock entitled to such distribution, rights or
     warrants are to be determined, or (y) the date on which any
     reclassification, consolidation, merger, sale, conveyance, dissolution,
     liquidation or winding up triggering an adjustment to the Conversion Price
     pursuant to this Article Seventeen is expected to become effective, and the
     date as of which it is expected that holders of Common Stock of record
     shall be entitled to exchange their Common Stock for securities or other
     property deliverable upon such reclassification, consolidation, merger,
     sale, conveyance, dissolution, liquidation or winding up.

<PAGE>

          Failure to give such notice or any defect therein shall not affect the
legality or validity of the proceedings described in clause (1), (2), or (3) of
this Section.

          Section 17.07. Company to Reserve Stock; Registration; Listing.
                         -----------------------------------------------

          (a)   The Company shall at all times reserve and keep available, free
from preemptive rights, out of its authorized but unissued shares of Common
Stock, for the purpose of effecting the conversion of the Debt Securities, such
number of its duly authorized shares of Common Stock as shall from time to time
be sufficient to effect the conversion of all applicable outstanding Debt
Securities into such Common Stock at any time (assuming that, at the time of the
computation of such number of shares or securities, all such Debt Securities
would be held by a single holder); provided, however, that nothing contained
                                   --------  -------
herein shall preclude the Company from satisfying its obligations in respect of
the conversion of the Debt Securities by delivery of purchased shares of Common
Stock which are held in the treasury of the Company. The Company shall from time
to time, in accordance with the laws of the State of Delaware, use its best
efforts to cause the authorized amount of the Common Stock to be increased if
the aggregate of the authorized amount of the Common Stock remaining unissued
and the issued shares of such Common Stock in its treasury (other than any such
shares reserved for issuance in any other connection) shall not be sufficient to
permit the conversion of all Debt Securities.

          (b)   If any shares of Common Stock which would be issuable upon
conversion of Debt Securities hereunder require registration with or approval of
any governmental authority before such shares or securities may be issued upon
such conversion, the Company will in good faith and as expeditiously as possible
endeavor to cause such shares or securities to be duly registered or approved,
as the case may be. The Company will endeavor to list the shares of Common Stock
required to be delivered upon conversion of the Debt Securities prior to such
delivery upon the principal national securities exchange upon which the
outstanding Common Stock is listed at the time of such delivery.

          Section 17.08. Taxes on Conversion.
                         -------------------

          The Company shall pay any and all documentary, stamp or similar issue
or transfer taxes that may be payable in respect of the issue or delivery of
shares of Common Stock on conversion of Debt Securities pursuant hereto. The
Company shall not, however, be required to pay any such tax which may be payable
in respect of any transfer involved in the issue or delivery of shares of Common
Stock or the portion, if any, of the Debt Securities which are not so converted
in a name other than that in which the Debt Securities so converted were
registered, and no such issue or delivery shall be made unless and until the
Person requesting such issue has paid to the Company the amount of such tax or
has established to the satisfaction of the Company that such tax has been paid.

          Section 17.09. Conversion After Record Date.
                         ----------------------------

          If any Debt Securities are surrendered for conversion subsequent to
the record date preceding an Interest Payment Date but on or prior to such
Interest Payment Date (except Debt Securities called for redemption on a
Redemption Date between such record date and Interest Payment Date), the Holder
of such Debt Securities at the close of business on such record date shall be
entitled to receive the interest payable on such Debt Securities on such
Interest Payment Date notwithstanding the conversion thereof. Debt Securities
surrendered for conversion during the period from the close of business on any
record date next preceding any Interest Payment Date to the opening of business
on such Interest Payment Date to the opening of business on such Interest
Payment Date shall (except in the case of Debt Securities which have been called
for redemption on a Redemption Date within such period) be accompanied by
payment to the Company and in the Currency acceptable to the Company of an
amount equal to the interest payable on such Interest Payment Date on the Debt
Securities being surrendered for conversion.

<PAGE>

                                                                              81

Except as provided in this Section 17.09, no adjustments in respect of payments
of interest on Debt Securities surrendered for conversion or any dividends or
distributions of interest on the Common Stock issued upon conversion shall be
made upon the conversion of any Debt Securities.

          Section 17.10. Company Determination Final.
                         ---------------------------

          Any determination that the Company or the Board of Directors must make
pursuant to this Article is conclusive.

          Section 17.11. Trustee's Disclaimer.
                         --------------------

          The Trustee has no duty to determine when an adjustment under
this Article should be made, how it should be made or what it should be. The
Trustee makes no representation as to the validity or value of any securities or
assets issued upon conversion of Debt Securities. The Trustee shall not be
responsible for the Company's failure to comply with this Article. Each
Conversion Agent other than the Company shall have the same protection under
this Section as the Trustee.

<PAGE>

                                                                              82

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

                                       GENESEE & WYOMING INC.



                                       By:____________________________
                                           Name:
                                           Title:



                                       _______________, as Trustee

                                       By:____________________________
                                           Name:
                                           Title: