<PAGE>
                                                                     EXHIBIT 4.8


                               HALLIBURTON COMPANY

                                       AND

                               JPMORGAN CHASE BANK

                          JUNIOR SUBORDINATED INDENTURE

                          Dated as of November 29, 2001

<PAGE>

                              CROSS REFERENCE SHEET

     Provisions of Trust Indenture Act of 1939 and Junior Subordinated Indenture
to be dated as of November 29, 2001 between HALLIBURTON COMPANY and JPMORGAN
CHASE BANK, Trustee:

Section of the Act                                 Section of Indenture
------------------                                 --------------------
310(a) (1), (2) and (5) .........................  6.9
310(a)(3) and (4) ...............................  Inapplicable
310(b) ..........................................  6.8 and 6.10(a), (b) and (d)
310(c) ..........................................  Inapplicable
311(a) ..........................................  6.13(a) and (c)
311(b) ..........................................  6.13(b) and (c)
311(c) ..........................................  Inapplicable
312(a) ..........................................  4.1 and 4.2(a)
312(b) ..........................................  4.2(a) and (b)(i) and (ii)
312(c) ..........................................  4.2(c)
313(a) ..........................................  4.4(a)(i), (ii), (iii)
                                                   (iv), (v), (vi) and (vii)
313(a)(5) .......................................  Inapplicable
313(b)(1) .......................................  Inapplicable
313(b)(2) .......................................  4.4(b)
313(c) ..........................................  4.4(c)
313(d) ..........................................  4.4(d)
314(a) ..........................................  4.3
314(b) ..........................................  Inapplicable
314(c)(1) and (2)................................  11.5
314(c)(3) .......................................  Inapplicable
314(d) ..........................................  Inapplicable
314(e) ..........................................  11.5
314(f) ..........................................  Inapplicable
315(a), (c) and (d) .............................  6.1
315(b) ..........................................  5.8
315(e) ..........................................  5.9
316(a)(1) .......................................  5.7
316(a)(2) .......................................  Not required
316(a) (last sentence) ..........................  7.4
316(b) ..........................................  5.4
317(a) ..........................................  5.2
317(b) ..........................................  3.5(a)
318(a) ..........................................  11.7
------------

*This Cross Reference Sheet is not part of the Indenture.

<PAGE>


                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                               Page
<S>                                                                                                              <C>
ARTICLE ONE DEFINITIONS...........................................................................................1
   Section 1.1       Definitions..................................................................................1
ARTICLE TWO SECURITIES............................................................................................6
   Section 2.1       Forms Generally..............................................................................6
   Section 2.2       Form of Trustee's Certificate of Authentication..............................................7
   Section 2.3       Amount Unlimited; Issuable in Series.........................................................7
   Section 2.4       Authentication and Delivery of Securities....................................................9
   Section 2.5       Execution of Securities.....................................................................12
   Section 2.6       Certificate of Authentication...............................................................13
   Section 2.7       Denomination and Date of Securities; Payments of Interest...................................13
   Section 2.8       Registration, Transfer and Exchange.........................................................14
   Section 2.9       Mutilated, Defaced, Destroyed, Lost and Stolen Securities...................................16
   Section 2.10         Cancellation of Securities; Disposition Thereof..........................................17
   Section 2.11         Temporary Securities.....................................................................17
ARTICLE THREE COVENANTS OF THE ISSUER............................................................................17
   Section 3.1       Payment of Principal, Premium and Interest..................................................17
   Section 3.2       Office for Notices and Payments, etc........................................................17
   Section 3.3       No Interest Extension.......................................................................18
   Section 3.4       Appointments to Fill Vacancies in Trustees Office...........................................18
   Section 3.5       Provision as to Paying Agent................................................................18
ARTICLE FOUR SECURITYHOLDERS LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE.....................................19
   Section 4.1    Issuer to Furnish Trustee Information as to Names and Addresses of Securityholders.............19
   Section 4.2       Preservation and Disclosure of Securityholders Lists........................................19
   Section 4.3       Reports by the Issuer.......................................................................21
   Section 4.4       Reports by the Trustee......................................................................21
ARTICLE FIVE REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
ON EVENT OF DEFAULT..............................................................................................23
   Section 5.1       Events of Default...........................................................................23
   Section 5.2       Payment of Securities on Default; Suit Therefor.............................................25
   Section 5.3       Application of Moneys Collected by Trustee..................................................26
   Section 5.4       Proceedings by Securityholders..............................................................27
   Section 5.5       Proceedings by Trustee......................................................................28
   Section 5.6       Remedies Cumulative and Continuing..........................................................28
   Section 5.7       Direction of Proceedings; Waiver of Defaults by
                     Majority of Securityholders.................................................................28
   Section 5.8       Notice of Defaults..........................................................................28
   Section 5.9       Undertaking to Pay Costs....................................................................29
ARTICLE SIX CONCERNING THE TRUSTEE...............................................................................29
   Section 6.1       Duties and Responsibilities of the Trustee; During Default;
                     Prior to Default............................................................................29
   Section 6.2       Certain Rights of the Trustee...............................................................30
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                              <C>
   Section 6.3       Trustee Not Responsible for Recitals, Disposition of Securities
                     or Application of Proceeds Thereof..........................................................31
   Section 6.4       Trustee and Agents May Hold Securities; Collections, etc....................................31
   Section 6.5       Moneys Held by Trustee......................................................................32
   Section 6.6       Compensation and Indemnification of Trustee and its Prior Claim.............................32
   Section 6.7       Right of Trustee to Rely on Officer's Certificate, etc......................................32
   Section 6.8       Qualification of Trustee; Conflicting Interests.............................................33
   Section 6.9       Persons Eligible for Appointment as Trustee.................................................38
   Section 6.10         Resignation and Removal, Appointment of Successor Trustee................................38
   Section 6.11         Acceptance of Appointment by Successor Trustee...........................................39
   Section 6.12         Merger, Conversion, Consolidation or Succession to
                        Business of Trustee......................................................................40
   Section 6.13         Preferential Collection of Claims Against the Issuer.....................................41
   Section 6.14         Appointment of Authenticating Agent......................................................44
ARTICLE SEVEN CONCERNING THE SECURITYHOLDERS.....................................................................45
   Section 7.1       Evidence of Action Taken by Securityholders.................................................45
   Section 7.2       Proof of Execution of Instruments and of Holding of Securities..............................46
   Section 7.3       Holders to be Treated as Owners.............................................................46
   Section 7.4       Securities Owned by Issuer Deemed Not Outstanding...........................................46
   Section 7.5       Right of Revocation of Action Taken.........................................................47
   Section 7.6       Record Date for Consents and Waivers........................................................47
ARTICLE EIGHT SUPPLEMENTAL INDENTURES............................................................................47
   Section 8.1       Supplemental Indentures Without Consent of Securityholders..................................47
   Section 8.2       Supplemental Indentures With Consent of Securityholders.....................................49
   Section 8.3       Effect of Supplemental Indenture............................................................50
   Section 8.4       Documents to Be Given to Trustee............................................................50
   Section 8.5       Notation on Securities in Respect of Supplemental Indentures................................51
   Section 8.6       Subordination Unimpaired....................................................................51
ARTICLE NINE CONSOLIDATION, MERGER, SALE, CoNvEYANcE AND LEASE...................................................51
   Section 9.1       Issuer May Consolidate, etc. on Certain Terms...............................................51
   Section 9.2       Successor Corporation to be Substituted.....................................................52
   Section 9.3       Opinion of Counsel to be Given Trustee......................................................52
ARTICLE TEN SATISFACTION AND DISCHARGE OF INDENTURE;
UNCLAIMED MoNEYS.................................................................................................52
   Section 10.1         Satisfaction and Discharge of Indenture..................................................52
   Section 10.2         Application by Trustee of Funds Deposited for Payment of Securities......................55
   Section 10.3         Repayment of Moneys Held by Paying Agent.................................................56
   Section 10.4         Return of Moneys Held by Trustee and Paying Agent
                        Unclaimed for Two Years..................................................................56
   Section 10.5         Indemnity for US, Government Obligations.................................................56
ARTICLE ELEVEN MISCELLANEOUS PROVISIONS..........................................................................56
   Section 11.1         Partners, Incorporators, Stockholders, Officers and Directors of Issuer Exempt from
   Individual Liability 56
   Section 11.2         Provisions of Indenture for the Sole Benefit of Parties
                        and Holders of Securities................................................................56
   Section 11.3         Successors and Assigns of Issuer Bound by Indenture......................................57
</TABLE>

                                       iii

<PAGE>

<TABLE>
<S>                                                                                                              <C>
   Section 11.4         Notice and Demands on Issuer, Trustee and Holders of Securities..........................57
   Section 11.5         Officer's Certificates and Opinions of Counsel; Statements
                        to be Contained Therein..................................................................58
   Section 11.6         Payments Due on Saturdays, Sundays and Holidays..........................................59
   Section 11.7         Conflict of Any Provision of Indenture with Trust
                        Indenture Act of 1939....................................................................59
   Section 11.8         GOVERNING LAW............................................................................59
   Section 11.9         Counterparts.............................................................................59
   Section 11.10        Effect of Headings.......................................................................59
ARTICLE TWELVE REDEMPTION OF SECURITIES AND SINKING FUNDS........................................................59
   Section 12.1         Applicability of Article.................................................................59
   Section 12.2         Notice of Redemption; Partial Redemptions................................................59
   Section 12.3         Payment of Securities Called for Redemption..............................................61
   Section 12.4         Exclusion of Certain Securities from Eligibility for
                        Selection for Redemption.................................................................62
   Section 12.5         Mandatory and Optional Sinking Funds.....................................................62
ARTICLE THIRTEEN CONVERSION OF SECURITIES........................................................................64
   Section 13.1         Applicability of Article.................................................................64
   Section 13.2         Exercise of Conversion Privilege.........................................................64
   Section 13.3         Fractional Interests.....................................................................65
   Section 13.4         Adjustment of Conversion Price...........................................................66
   Section 13.5         Continuation of Conversion Privilege in case of Merger,
                        Consolidation or Sale of Assets..........................................................69
   Section 13.6         Notice of Certain Events.................................................................70
   Section 13.7         Taxes on Conversion......................................................................71
   Section 13.8         Issuer to Provide Stock..................................................................71
   Section 13.9         Disclaimer of Responsibility for Certain Matters.........................................71
   Section 13.10        Return of Funds Deposited for Redemption of Converted Securities.........................72
ARTICLE FOURTEEN SUBORDINATION...................................................................................72
   Section 14.1         Securities Subordinated to Superior Indebtedness.........................................72
   Section 14.2         Reliance on Certificate of Liquidating Agent; Further
                        Evidence as to Ownership of Superior Indebtedness........................................74
   Section 14.3         Payment Permitted If No Default..........................................................75
   Section 14.4         Disputes with Holders of Certain Superior Indebtedness...................................75
   Section 14.5         Trustee Not Charged with Knowledge of Prohibition........................................75
   Section 14.6         Trustee to Effectuate Subordination......................................................76
   Section 14.7         Rights of Trustee as Holder of Superior Indebtedness.....................................76
   Section 14.8         Article Applicable to Paying Agents......................................................76
   Section 14.9         Subordination Rights Not Impaired by Acts or Omissions
                        of the Issuer or Holders of Superior Indebtedness........................................76
   Section 14.10        Trustee Not Fiduciary for Holders of Superior Indebtedness...............................77
</TABLE>


                                       iv

<PAGE>



     THIS JUNIOR SUBORDINATED INDENTURE, dated as of November 29, 2001 between
HALLIBURTON COMPANY, a Delaware corporation (the "Issuer"), and JPMORGAN CHASE
BANK, as trustee (the "Trustee").

                               W I T N E S S E T H

     WHEREAS the Issuer has duly authorized the issue from time to time of its
unsecured junior subordinated debentures, notes or other evidences of
indebtedness to be issued in one or more series (the "Securities") up to such
principal amount or amounts as may from time to time be authorized in accordance
with the terms of this Indenture;

     WHEREAS, the Issuer has duly authorized the execution and delivery of this
Indenture to provide, among other things, for the authentication, delivery and
administration of the Securities; and

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

     NOW, THEREFORE;

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

                                   ARTICLE ONE

                                   DEFINITIONS

     Section 1.1   Definitions.  For all purposes of this Indenture and of any
indenture supplemental hereto the following terms shall have the respective
meanings specified in this Section 1.1 (except as otherwise expressly provided
or unless the context otherwise clearly requires). All other terms used in this
Indenture that are defined in the Trust Indenture Act of 1939, including terms
defined therein by reference to the Securities Act of 1933, shall have the
meanings assigned to such terms in said Trust Indenture Act and in said
Securities Act as in force at the date of this Indenture (except as herein
otherwise expressly provided or unless the context otherwise clearly requires).

     All accounting terms used herein and not expressly defined shall have the
meanings assigned to such terms in accordance with generally accepted accounting
principles, and the term "generally accepted accounting principles" means such
accounting principles as are generally accepted at the time of any computation.

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

     The terms defined in this Article have the meanings assigned to them in
this Article and include the plural as well as the singular.

                                       A-1

<PAGE>


     The word "including" means "including without limitation."

     "Authenticating Agent" shall have the meaning set forth in Section 6.14.

     "Bankruptcy Code" means the United States Bankruptcy Code, 11 United States
Codess (SS) 101 et seq., or any successor statute thereto.

     "Board of Directors" means either the Board of Directors of the Issuer or
any committee of such Board duly authorized to act on its behalf.

     "Board Resolution" means one or more resolutions, certified by the
secretary or an assistant secretary of the Issuer to have been duly adopted or
consented to by the Board of Directors and to be in full force and effect.

     "Business Day" means, with respect to any Security a day that (a) in the
Place of Payment (or in any of the Places of Payment, if more than one) in which
amounts are payable, as specified in the form of such Security, and (b) in the
city in which the Trustee administers its corporate trust business, is not a day
on which banking institutions are authorized or required by law or regulation to
close.

     "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, or, if at
any time after the execution and delivery of this Indenture such Commission is
not existing and performing the duties now assigned to it under the Trust
Indenture Act of 1939, then the body performing such duties on such date.

     "Common Stock" means the common stock, par value $2.50 per share, of the
Issuer as the same exists at the date of execution and delivery of this
Indenture or as such stock may be reconstituted from time to time.

     "Conversion Agent" shall have the meaning set forth in Section 3.2.

     "Conversion Price" shall have the meaning set forth in Section 13.4.

     "Corporate Trust Office" means the office of the Trustee at which the
corporate trust business of the Trustee shall, at any particular time, be
principally administered, which office is, at the date as of which this
Indenture is dated, located in Houston, Texas.

     "Date of Conversion" shall have the meaning set forth in Section 13.2.

     "Depositary" means, with respect to the Securities of any series issuable
or issued in the form of one or more Global Securities, the Person designated as
Depositary by the Issuer pursuant to Section 2.3 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 Securities of any such series shall
mean the Depositary with respect to the Global Securities of such series.

                                       A-2

<PAGE>

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

     "Global Security" means a Security evidencing all or a part of a series of
Securities issued to the Depositary for such series in accordance with Section
2.3 and bearing the legend prescribed in Section 2.4.

     "Holder," "Holder of Securities," "Securityholder" or other similar terms
mean, in the case of any Security, the person in whose name such Security is
registered in the security register kept by the Issuer for that purpose in
accordance with the terms hereof.

     "Indebtedness" means, with respect to any Person:

          (a)  (i) the principal of and interest and premium, if any, on
indebtedness for money borrowed of such Person evidenced by bonds, notes,
debentures or similar obligations, including any guaranty by such Person of any
indebtedness for money borrowed of any other Person, whether any such
indebtedness or guaranty is outstanding on the date of this Indenture or is
thereafter created, assumed or incurred, (ii) the principal of and interest and
premium, if any, on indebtedness for money borrowed, incurred, assumed or
guaranteed by such Person in connection with the acquisition by it or any of its
subsidiaries of any other businesses, properties or other assets, and (iii)
lease obligations that such Person capitalizes in accordance with Statement of
Financial Accounting Standards No. 13 promulgated by the Financial Accounting
Standards Board or such other generally accepted accounting principles as may be
from time to time in effect;

          (b)  any other indebtedness of such Person, including any indebtedness
representing the balance deferred and unpaid of the purchase price of any
property or interest therein, including any such balance that constitutes a
trade account payable, and any guaranty, endorsement or other contingent
obligation of such Person in respect of any indebtedness of another, which is
outstanding on the date of this Indenture or is thereafter created, assumed or
incurred by such person; and

          (c)  any amendments, modifications, refundings, renewals or extensions
of any indebtedness or obligation described as Indebtedness in clauses (a) and
(b) above.

     "Indenture" means this instrument as originally executed and delivered or,
if amended or supplemented as herein provided, as so amended or supplemented or
both, including, for all purposes of this instrument and any such amendment or
supplement, the provisions of the Trust Indenture Act of 1939 that are deemed to
be a part of and govern this instrument and any such amendment or supplement,
and shall include the forms and terms of particular series of Securities
established as contemplated hereunder.

     "interest" means, when used with respect to non-interest bearing
Securities, interest payable after maturity (whether at stated maturity, upon
acceleration or redemption or otherwise) or after the date, if any, on which the
Issuer becomes obligated to acquire a Security, whether upon conversion, by
purchase or otherwise.

     "Issuer" means (except as otherwise provided in Section 6.8) Halliburton
Company, a Delaware corporation, and, subject to Article Nine, its successors
and assigns.

                                       A-3

<PAGE>

     "Issuer Order" means a written statement, request or order of the Issuer
that is signed in its name by the chairman of the Board of Directors, the
president, any senior vice president or any vice president of the Issuer.

     "Last Sale Price" shall have the meaning set forth in Section 13.3.

     "Officers' Certificate," when used with respect to the Issuer, means a
certificate signed by the chairman of the Board of Directors, the president, or
any vice president and by the treasurer, any assistant treasurer, the
controller, any assistant controller, the secretary or any assistant secretary
of the Issuer. Each such certificate shall include the statements provided for
in Section 11.5 if and to the extent required by the provisions of such Section
11.5. One of the officers signing any Officers' Certificate given pursuant to
Section 4.3 shall be the principal executive, financial or accounting officer of
the Issuer.

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

     "original issue date" of any Security (or portion thereof) means the
earlier of (a) the date of such Security or (b) the date of any Security (or
portion thereof) for which such Security was issued (directly or indirectly) on
registration of transfer, exchange or substitution.

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

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

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

          (b)  Securities (other than Securities of any series as to which the
provisions of Article Ten hereof shall not be applicable), or portions thereof,
for the payment or redemption of which moneys or U.S. Government Obligations (as
provided for in Section 10.1) in the necessary amount have been deposited in
trust with the Trustee or with any Paying Agent (other than the Issuer) or have
been set aside, segregated and held in trust by the Issuer for the Holders of
such Securities (if the Issuer shall act as its own paying agent), provided,
however, that, if such Securities, or portions thereof, are to be redeemed prior
to the maturity thereof, notice of such redemption has been given as herein
provided or provision satisfactory to the Trustee has been made for giving such
notice;

          (c)  Securities that have been paid or in substitution for which other
Securities have been authenticated and delivered pursuant to the terms of
Section 2.9 (except with respect to any such Security as to which proof
satisfactory to the Trustee is presented that such Security


                                       A-4

<PAGE>

is held by a Person in whose hands such Security is a legal, valid and binding
obligation of the Issuer); and

          (d)  Securities converted into Common Stock pursuant hereto and, for
purposes of selection for redemption, Securities not deemed Outstanding pursuant
to Section 12.2.

     In determining whether the Holders of the requisite aggregate principal
amount of Outstanding Securities of any or all series have given any request,
demand, authorization, direction, notice, consent or waiver hereunder, the
principal amount of an Original Issue Discount Security that shall be deemed to
be Outstanding for such purposes shall be the amount of the principal thereof
that would be due and payable as of the date of such determination (as certified
by the Issuer to the Trustee) upon a declaration of acceleration of the maturity
thereof pursuant to Section 5.1.

     "Paying Agent" shall have the meaning set forth in Section 3.2.

     "Periodic Offering" means an offering of Securities of a series from time
to time, the specific terms of which Securities, including the rate or rates of
interest, if any, thereon, the stated maturity or maturities thereof and the
redemption and conversion provisions, if any, with respect thereto, are to be
determined by the Issuer or its agents upon the issuance of such Securities.

     "Person" means any individual, corporation, partnership, limited liability
company, business trust, joint venture, association, joint stock company, trust,
estate, unincorporated organization or government or any agency or political
subdivision thereof, but, in the case of any legal entity, does not include that
Person's Subsidiaries.

     "Place of Payment," when used with respect to the Securities of any series,
means the place or places where the principal of and interest, if any, on the
Securities of such series are payable as specified in accordance with Section
2.3.

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

     "record date" shall have the meaning set forth in Section 2.7.

     "Registrar" shall have the meaning set forth in Section 3.2.

     "Responsible Officer," when used with respect to the Trustee, means any
officer assigned by the Trustee to administer its corporate trust matters.

     "Security" or "Securities" (except as otherwise provided in Section 6.8)
has the meaning stated in the first recital of this Indenture or, as the case
may be, securities that have been authenticated and delivered pursuant to this
Indenture.

     "Subsidiary" means any corporation, partnership, limited liability company,
business trust, joint venture, joint stock company or other legal entity of
which the Issuer, or the Issuer


                                       A-5

<PAGE>

and one or more Subsidiaries, or any one or more Subsidiaries, directly or
indirectly own voting securities entitling any one or more of the Issuer and its
Subsidiaries to elect a majority of the directors, either at all times or so
long as there is no default or contingency which permits the holders of any
other class or classes of securities to vote for the election of one or more
directors.

     "Superior Indebtedness" means Indebtedness of the Issuer outstanding at any
time, including Indebtedness issued pursuant to the Issuer's Subordinated
Indenture dated January 2, 1991, as amended and supplemented from time to time,
except (a) any Indebtedness as to which, by the terms of the instrument creating
or evidencing the same, it is provided that such Indebtedness is not senior in
right of payment to the Securities, (b) the Securities, (c) any Indebtedness of
the Issuer to a wholly-owned subsidiary of the Issuer, (d) interest accruing
after the filing of a petition initiating any proceeding referred to in Section
5.1(e) and (e) unless such interest is an allowed claim enforceable against the
Company in a proceeding under federal or state bankruptcy laws.

     "Subsidiary" means any corporation, partnership, limited liability company,
business trust, joint venture, joint stock company or other legal entity of
which the Issuer, or the Issuer and one or more Subsidiaries, or any one or more
Subsidiaries, directly or indirectly own voting securities entitling any one or
more of the Issuer and its Subsidiaries to elect a majority of the directors,
either at all times or so long as there is no default or contingency which
permits the holders of any other class or classes of securities to vote for the
election of one or more directors.

     "Trading Day" shall have the meaning set forth in Section 13.3.

     "Trust Indenture Act of 1939," except as otherwise provided in Sections
8.1, 8.2 and 13.5, means the Trust Indenture Act of 1939, as amended by the
Trust Indenture Reform Act of 1990, as in force at the date as of which this
Indenture is originally executed.

     "Trustee" means the Person identified as "Trustee" in the first paragraph
hereof and, subject to the provisions of Article Six, shall also include any
successor trustee. "Trustee" shall also 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 Securities of any series shall mean the
trustee with respect to the Securities of such series.

     "U.S. Government Obligations" shall have the meaning set forth in Section
10.1(B).

     "Yield to Maturity" means the yield to maturity on a series of Securities,
calculated at the time of issuance of such series, or, if applicable, at the
most recent redetermination of interest on such series, and calculated in
accordance with generally accepted financial practice.

                                   ARTICLE TWO

                                   SECURITIES

     Section 2.1   Forms Generally.  The Securities of each series shall be
substantially in such form (not inconsistent with this Indenture) as shall be
established by or pursuant to one or more Board Resolutions (as set forth in a
Board Resolution or, to the extent established pursuant to rather than set forth
in a Board Resolution, an Officers' Certificate detailing such


                                       A-6

<PAGE>

establishment) or in one or more indentures supplemental hereto, in each case
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture, and may have imprinted or
otherwise reproduced thereon such legend or legends or endorsements, not
inconsistent with the provisions of this Indenture, as may be required to comply
with any law or with any rules or regulations pursuant thereto, or with any
rules of any securities exchange or to conform to general usage, all as may be
determined by the officers executing such Securities, as evidenced by their
execution of such Securities.

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

     Section 2.2   Form of Trustee's Certificate of Authentication.  The
Trustee's certificate of authentication on all Securities shall be substantially
as follows:

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


                                           JPMorgan Chase Bank,
                                           as Trustee


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

     If at any time there shall be an Authenticating Agent appointed with
respect to any series of Securities, then the Securities of such series shall
bear, in addition to the Trustee's certificate of authentication, an alternate
certificate of authentication which shall be substantially as follows:

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

                                           JPMorgan Chase Bank,
                                           as Trustee


                                           By
                                             -----------------------------------
                                              as Authenticating Agent


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

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

                                       A-7

<PAGE>


     The Securities may be issued in one or more series and the Securities of
each such series shall rank equally and pari passu with the Securities of each
other series, but all Securities issued hereunder shall be subordinate and
junior in right of payment, to the extent and in the manner set forth in Article
Fourteen, to all Superior Indebtedness. There shall be established in or
pursuant to one or more Board Resolutions (and, to the extent established
pursuant to rather than set forth in a Board Resolution, in an Officers'
Certificate detailing such establishment) or established in one or more
indentures supplemental hereto, prior to the initial issuance of Securities of
any series:

          (a)  the designation of the Securities of the series, which shall
distinguish the Securities of the series from the Securities of all other
series;

          (b)  whether the Securities will be convertible into Common Stock and,
if so, the terms and conditions upon which such conversion will be effected
including the initial conversion price or rate, the conversion period and other
provisions in addition to or in lieu of those described herein;

          (c)  any limit on the aggregate principal amount of the Securities of
the series that may be authenticated and delivered under this Indenture (except
for Securities authenticated and delivered upon registration of transfer of, or
in exchange for, or in lieu of, other Securities of the series pursuant to
Section 2.8, 2.9, 2.11, 8.5, 12.3 or 13.2);

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

          (e)  the rate or rates at which the Securities of the series shall
bear interest, if any, the date or dates from which any such interest shall
accrue, on which any such interest shall be payable and on which a record shall
be taken for the determination of Holders to whom any such interest is payable
or the method by which such rate or rates or date or dates shall be determined
or both;

          (f)  the place or places where and the manner in which the principal
of and any interest on Securities of the series shall be payable (if other than
as provided in Section 3.2) and the office or agency for the Securities of the
series maintained by the Issuer pursuant to Section 3.2;

          (g)  the right, if any, of the Issuer to redeem, purchase or repay
Securities of the series, in whole or in part, at its option and the period or
periods within which, the price or prices (or the method by which such price or
prices shall be determined or both) at which and any terms and conditions upon
which and the manner in which (if different from the provisions of Article
Twelve) Securities of the series may be so redeemed, purchased or repaid, in
whole or in part, pursuant to any sinking fund or otherwise;

          (h)  the obligation, if any, of the Issuer to redeem, purchase or
repay Securities of the series, in whole or in part, pursuant to any mandatory
redemption, sinking fund or analogous provisions or at the option of a Holder
thereof and the period or periods within which, the price or prices (or the
method by which such price or prices shall be determined or both) at which and
any terms and conditions upon which and the manner in which (if different from
the


                                       A-8

<PAGE>

provisions of Article Twelve) Securities of the series shall be redeemed,
purchased or repaid, in whole or in part, pursuant to such obligation;

          (i)  if other than denominations of $1,000 and any integral multiple
thereof, the denominations in which Securities of the series shall be issuable;

          (j)  if other than the principal amount thereof, the portion of the
principal amount of Securities of the series that shall be payable upon
declaration of acceleration of the maturity thereof;

          (k)  whether the Securities of the series will be issuable as Global
Securities;

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

          (m)  any trustees, depositaries, authenticating or paying agents,
transfer agents or registrars or any other agents with respect to the Securities
of such series;

          (n)  any additional events of default or covenants with respect to the
Securities of such series;

          (o)  whether the provisions of Section 10.1(C) will be applicable to
Securities of such series; and

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

     All Securities of any one series shall be substantially identical, except
as to denomination and except as may otherwise be provided by or pursuant to the
Board Resolution or Officers' Certificate referred to above or as set forth in
any such indenture supplemental hereto. All Securities of any one series need
not be issued at the same time and may be issued from time to time, consistent
with the terms of this Indenture, if so provided by or pursuant to such Board
Resolution, such Officers' Certificate or in any such indenture supplemental
hereto.

     Any such Board Resolution or Officers' Certificate referred to above with
respect to Securities of any series filed with the Trustee on or before the
initial issuance of the Securities of such series shall be incorporated herein
by reference with respect to Securities of such series and shall thereafter be
deemed to be a part of this Indenture for all purposes relating to Securities of
such series as fully as if such Board Resolution or Officer's Certificate were
set forth herein in full.

     Section 2.4 Authentication and Delivery of Securities. The Issuer may
deliver Securities of any series executed by the Issuer to the Trustee for
authentication together with the applicable documents referred to below in this
Section 2.4, and the Trustee shall thereupon authenticate and deliver such
Securities to or upon the order of the Issuer (contained in the Issuer Order
referred to below in this Section 2.4) or pursuant to such procedures acceptable
to the


                                       A-9

<PAGE>

Trustee and to such recipients as may be specified from time to time by an
Issuer Order. The maturity date, original issue date, interest rate, if any, and
any other terms of the Securities of such series shall be determined by or
pursuant to such Issuer Order and procedures. If provided for in such
procedures, such Issuer Order may authorize authentication and delivery pursuant
to oral instructions from the Issuer or its duly authorized agent, which
instructions shall be promptly confirmed in writing. In authenticating the
Securities of such series and accepting the additional responsibilities under
this Indenture in relation to such Securities, the Trustee shall be entitled to
receive (in the case of subsections (b), (c) and (d) below only at or before the
time of the first request of the Issuer to the Trustee to authenticate
Securities of such series) and (subject to Section 6.1) shall be fully protected
in relying upon, unless and until such documents have been superceded or
revoked:

          (a)  an Issuer Order requesting such authentication and setting forth
delivery instructions if the Securities of such series are not to be delivered
to the Issuer, provided, however, that, with respect to Securities of a series
subject to a Periodic Offering:

               (i)  such Issuer Order may be delivered by the Issuer to the
Trustee prior to the delivery to the Trustee of such Securities for
authentication and delivery;

               (ii) the Trustee shall authenticate and deliver Securities of
such series for original issue from time to time, in an aggregate principal
amount not exceeding the aggregate principal amount established for such series,
pursuant to an Issuer Order or pursuant to procedures acceptable to the Trustee
as may be specified from time to time by an Issuer Order;

               (iii) the maturity date or dates, original issue date or dates,
interest rate or rates, if any, and any other terms of Securities of such series
shall be determined by an Issuer Order or pursuant to such procedures;

               (iv) if provided for in such procedures, such Issuer Order may
authorize authentication and delivery pursuant to oral or electronic
instructions from the Issuer or its duly authorized agent or agents, which oral
instructions shall be promptly confirmed in writing; and

               (v)  after the original issuance of the first Security of such
series to be issued, any separate request by the Issuer that the Trustee
authenticate Securities of such series for original issuance will be deemed to
be a certification by the Issuer that it is in compliance with all conditions
precedent provided for in this Indenture relating to the authentication and
delivery of such Securities;

          (b)  the Board Resolution, Officers' Certificate or executed
supplemental indenture referred to in Sections 2.1 and 2.3 by or pursuant to
which the form and terms of the Securities of such series were established;

          (c)  an Officers' Certificate setting forth the form or forms and
terms of the Securities stating that the form or forms and terms of the
Securities have been established pursuant to Sections 2.1 and 2.3 and comply
with this Indenture and covering such other matters as the Trustee may
reasonably request; and

                                      A-10

<PAGE>

          (d)  at the option of the Issuer, either an Opinion of Counsel, or a
letter from legal counsel addressed to the Trustee permitting it to rely on an
Opinion of Counsel, substantially to the effect that:

               (i)  the forms of the Securities of such series have been duly
authorized and established in conformity with the provisions of this Indenture;

               (ii) in the case of an underwritten offering, the terms of the
Securities of such series have been duly authorized and established in
conformity with the provisions of this Indenture, and, in the case of an
offering that is not underwritten, certain terms of the Securities of such
series have been established pursuant to a Board Resolution, an Officers'
Certificate or a supplemental indenture in accordance with this Indenture, and
when such other terms as are to be established pursuant to procedures set forth
in an Issuer Order shall have been established, all such terms will have been
duly authorized by the Issuer and will have been established in conformity with
the provisions of this Indenture;

               (iii) when the Securities of such series have been executed by
the Issuer and authenticated by the Trustee in accordance with the provisions of
this Indenture and delivered to and duly paid for by the purchasers thereof,
they will have been duly issued under this Indenture and will be valid and
legally binding obligations of the Issuer, enforceable in accordance with their
respective terms, and will be entitled to the benefits of this Indenture; and

               (iv) the execution and delivery by the Issuer of, and the
performance by the Issuer of its obligations under, the Securities of such
series will not contravene any provision of applicable law or the certificate of
incorporation or by-laws of the Issuer or any agreement or other instrument
binding upon the Issuer or any of its Subsidiaries that is material to the
Issuer and its Subsidiaries, considered as one enterprise or, to such counsel's
knowledge after the inquiry indicated therein, any judgment, order or decree of
any governmental agency or any court having jurisdiction over the Issuer or any
Subsidiary, and no consent, approval or authorization of any governmental body
or agency is required for the performance by the Issuer of its obligations under
the Securities, except such as are specified and have been obtained and such as
may be required by the securities or blue sky laws of the various states in
connection with the offer and sale of the Securities.

     In rendering such opinions, such counsel may qualify any opinions as to
enforceability by stating that such enforceability may be limited by bankruptcy,
insolvency, reorganization, liquidation, moratorium and other similar laws
affecting the rights and remedies of creditors and is subject to general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law). Such counsel may rely, as to all matters
governed by the laws of jurisdictions other than the State of Texas and the
federal law of the United States, upon opinions of other counsel (copies of
which shall be delivered to the Trustee), who shall be counsel reasonably
satisfactory to the Trustee, in which case the opinion shall state that such
counsel believes that both such counsel and the Trustee are entitled so to rely.
Such counsel may also state that, insofar as such opinion involves factual
matters, such counsel has relied, to the extent such counsel deems proper, upon
certificates of officers of the Issuer and its Subsidiaries and certificates of
public officials.

                                      A-11

<PAGE>

     The Trustee shall have the right to decline to authenticate and deliver any
Securities of any series under this Section 2.4 if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken by the Issuer or
if the Trustee in good faith by its board of directors or board of trustees,
executive committee or a trust committee of directors or trustees or Responsible
Officers shall determine that such action would expose the Trustee to personal
liability to existing Holders or would adversely affect the Trustee's own
rights, duties or immunities under the Securities, this Indenture or otherwise.

     If the Issuer shall establish pursuant to Section 2.3 that the Securities
of a series are to be issued in the form of one or more Global Securities, then
the Issuer shall execute and the Trustee shall, in accordance with this Section
2.4 and the Issuer Order with respect to such series, authenticate and deliver
one or more Global Securities that:

          (a)  shall represent and shall be denominated in an amount equal to
the aggregate principal amount of all of the Securities of such series to be
issued in the form of Global Securities and not yet cancelled;

          (b)  shall be registered in the name of the Depositary for such Global
Security or Securities or the nominee of such Depositary;

          (c)  shall be delivered by the Trustee to such Depositary or pursuant
to such Depositary's instructions; and

          (d)  shall bear a legend substantially to the following effect:
"Unless and until it is exchanged in whole or in part for Securities in
definitive registered form, this Security may not be transferred except as a
whole by the Depositary to the 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."

     Each Depositary designated pursuant to Section 2.3 must, at the time of its
designation and at all times while it serves as Depositary, be a clearing agency
registered under the Securities Exchange Act of 1934 and any other applicable
statute or regulation.

     Section 2.5 Execution of Securities. The Securities shall be signed on
behalf of the Issuer by the chairman of the Board of Directors, the president,
any senior vice president, any vice president or the treasurer of the Issuer,
under its corporate seal which may, but need not, be attested. Such signatures
may be the manual or facsimile signatures of the present or any future such
chairman or officers. The seal of the Issuer may be in the form of a facsimile
thereof and may be impressed, affixed, imprinted or otherwise reproduced on the
Securities. Typographical and other minor errors or defects in any such
reproduction of the seal or any such signature shall not affect the validity or
enforceability of any Security that has been duly authenticated and delivered by
the Trustee.

     In case any officer of the Issuer who shall have signed any of the
Securities shall cease to be such officer before the Security so signed shall be
authenticated and delivered by the Trustee or disposed of by the Issuer, such
Security nevertheless may be authenticated and delivered or disposed of as
though the Person who signed such Security had not ceased to be such officer of

                                      A-12

<PAGE>

the Issuer; and any Security may be signed on behalf of the Issuer by such
Persons as, at the actual date of the execution of such Security, shall be the
proper officers of the Issuer, although at the date of the execution and
delivery of this Indenture any such Person was not such an officer.

     Section 2.6 Certificate of Authentication. Only such Securities as shall
bear thereon a certificate of authentication substantially in the form
hereinbefore recited, executed by the Trustee by the manual signature of one of
its authorized signatories or its Authenticating Agent, shall be entitled to the
benefits of this Indenture or be valid or obligatory for any purpose. The
execution of such certificate by the Trustee or its Authenticating Agent upon
any Security executed by the Issuer shall be conclusive evidence that the
Security so authenticated has been duly authenticated and delivered hereunder
and that the Holder is entitled to the benefits of this Indenture. Each
reference in this Indenture to authentication by the Trustee includes
authentication by an agent appointed pursuant to Section 6.14.

     Section 2.7 Denomination and Date of Securities; Payments of Interest. The
Securities of each series shall be issuable in registered form in denominations
established as contemplated by Section, 2.3 or, with respect to the Securities
of any series, if not so established, in denominations of $1,000 and any
integral multiple thereof. The Securities of each series shall be numbered,
lettered or otherwise distinguished in such manner or in accordance with such
plan as the chairman of the Board of Directors or the officers of the Issuer
executing the same may determine with the approval of the Trustee, as evidenced
by the execution and authentication thereof.

     Each Security shall be dated the date of its authentication. The Securities
of each series shall bear interest, if any, from the date, and such interest, if
any, shall be payable on the dates established as contemplated by Section 2.3.

     The Person in whose name any Security of any series is registered at the
close of business on any record date applicable to a particular series with
respect to any interest payment date for such series shall be entitled to
receive the interest, if any, payable on such interest payment date
notwithstanding any transfer or exchange of such Security subsequent to the
record date and prior to such interest payment date, except if and to the extent
the Issuer shall default in the payment of the interest due on such interest
payment date for such series, in which case such defaulted interest shall be
paid to the Persons in whose names Outstanding Securities for such series are
registered:

          (a)  at the close of business on a subsequent record date (which shall
be not less than five Business Days prior to the date of payment of such
defaulted interest) established by notice given by mail by or on behalf of the
Issuer to the Holders of Securities not less than 15 days preceding such
subsequent record date; or

          (b)  as determined by such other procedure as is mutually acceptable
to the Issuer and the Trustee.

The term "record date" as used with respect to any interest payment date (except
a date for payment of defaulted interest) for the Securities of any series shall
mean the date specified as

                                      A-13

<PAGE>

such in the terms of the Securities of such series established as contemplated
by Section 2.3, or, if no such date is so established, if such interest payment
date is the first day of a calendar month, the fifteenth day of the next
preceding calendar month or, if such interest payment date is the fifteenth day
of a calendar month, the first day of such calendar month, whether or not such
record date is a Business Day.

     Section 2.8 Registration, Transfer and Exchange. The Issuer will keep at
the office of each Registrar for each series of Securities a register or
registers in which, subject to such reasonable regulations as it may prescribe,
it will provide for the registration of Securities of each series and the
registration of transfer of Securities of such series. Such register shall be in
written form in the English language or in any other form capable of being
converted into such form within a reasonable time. At all reasonable times, such
register or registers shall be open for inspection and available for copying by
the Trustee.

     Upon due presentation for registration of transfer of any Security of any
series at the office of any Registrar, the Issuer shall execute and the Trustee
shall authenticate and deliver in the name of the transferee or transferees a
new Security or Securities of the same series, maturity date, interest rate, if
any, and original issue date in authorized denominations for a like aggregate
principal amount.

     All Securities presented for registration of transfer shall (if so required
by the Issuer or the Trustee) be duly endorsed by, or be accompanied by a
written instrument or instruments of transfer in form satisfactory to the Issuer
and the Trustee duly executed by the Holder or his attorney duly authorized in
writing.

     At the option of the Holder thereof, Securities of any series (other than a
Global Security, except as set forth below) may be exchanged for a Security or
Securities of such series having authorized denominations and an equal aggregate
principal amount, upon surrender of such Securities to be exchanged at the
office of the Registrar.

     The Issuer may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any
registration of transfer of Securities. No service charge shall be made for any
such transaction or for any exchange of Securities of any series as contemplated
by the immediately preceding paragraph.

     The Issuer shall not be required to exchange or register a transfer of:

          (a)  any Securities of any series for a period of 15 days next
preceding the first mailing or publication of notice of redemption of Securities
of such series to be redeemed;

          (b)  any Securities selected, called or being called for redemption,
in whole or in part, except, in the case of any Security to be redeemed in part,
the portion thereof not so to be redeemed; or

          (c)  any Security if the Holder thereof has exercised his right, if
any, to require the Issuer to repurchase such Security in whole or in part,
except the portion of such Security not required to be repurchased.

                                      A-14

<PAGE>

     Notwithstanding any other provision of this Section 2.8, unless and until
it is exchanged in whole or in part for Securities in definitive registered
form, a Global Security representing all or a part of the Securities of a series
may not be transferred except as a whole among the Depositary for such series, a
successor Depositary and their nominees.

     If at any time the Depositary for any Securities of a series represented by
one or more Global Securities notifies the Issuer that it is unwilling or unable
to continue as Depositary for such Securities or if at any time the Depositary
for such Securities shall no longer be eligible under Section 2.4, the Issuer
shall appoint a successor Depositary with respect to such Securities. If a
successor Depositary for such Securities is not appointed by the Issuer within
90 days after the Issuer receives such notice or becomes aware of such
ineligibility, the Issuer's election pursuant to Section 2.3 that such
Securities be represented by one or more Global Securities shall no longer be
effective and the Issuer shall execute, and the Trustee, upon receipt of an
Officers' Certificate for the authentication and delivery of definitive
Securities of such series, will authenticate and deliver Securities of such
series in definitive, registered and certificated form, in any authorized
denominations, in an aggregate principal amount equal to the principal amount of
the Global Security or Securities representing such Securities in exchange for
such Global Security or Securities.

     The Issuer may at any time and in its sole discretion determine that the
Securities of any series issued in the form of one or more Global Securities
shall no longer be represented by a Global Security or Securities. In such event
the Issuer shall execute, and the Trustee, upon receipt of an Officer's
Certificate for the authentication and delivery of definitive Securities of such
series, shall authenticate and deliver, Securities of such series in definitive,
registered and certificated form, in any authorized denominations, in an
aggregate principal amount equal to the principal amount of the Global Security
or Securities representing such Securities, in exchange for such Global Security
or Securities.

     If specified by the Issuer pursuant to Section 2.3 with respect to
Securities represented by a Global Security, the Depositary for such Global
Security may surrender such Global Security in exchange in whole or in part for
Securities of the same series in definitive, registered and certificated form on
such terms as are acceptable to the Issuer and such Depositary. Thereupon, the
Issuer shall execute, and the Trustee shall authenticate and deliver, without
service charge:

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

          (b)  to such Depositary a new Global Security in a denomination equal
to the difference, if any, between the principal amount of the surrendered
Global Security and the aggregate principal amount of Securities authenticated
and delivered pursuant to clause (a) above.

     Upon the exchange of a Global Security for Securities in definitive,
registered and certificated form, in authorized denominations, such Global
Security shall be cancelled by the Trustee or an agent of the Issuer or the
Trustee. Securities in definitive, registered and


                                      A-15

<PAGE>

certificated form issued in exchange for a Global Security pursuant to this
Section 2.8 shall be registered in such names and in such authorized
denominations as the Depositary for such Global Security, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee or an agent of the Issuer or the Trustee. The Trustee or
such agent shall deliver at its office such Securities to or as directed by the
Persons in whose names such Securities are so registered.

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

     Section 2.9 Mutilated, Defaced, Destroyed, Lost and Stolen Securities. In
case any temporary or definitive Security shall become mutilated, defaced or be
destroyed, lost or stolen, the Issuer in its discretion may execute, and upon
the written request of any officer of the Issuer, the Trustee shall authenticate
and deliver a new Security of the same series, maturity date, interest rate, if
any, and original issue date, bearing a number or other distinguishing symbol
not contemporaneously outstanding, in exchange and substitution for the
mutilated or defaced Security, or in lieu of and in substitution for the
Security so destroyed, lost or stolen. In every case the applicant for a
substitute Security shall furnish to the Issuer and to the Trustee and any agent
of the Issuer or the Trustee such security or indemnity as may be required by
the Trustee to indemnify and defend and to save each of the Trustee and the
Issuer harmless and, in every case of destruction, loss or theft, evidence to
their satisfaction of the destruction, loss or theft of such Security and of the
ownership thereof and in the case of mutilation or defacement, shall surrender
the Security to the Trustee or such agent.

     Upon the issuance of any substitute Security, the Issuer may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Trustee or its agent) connected therewith. In case any
Security which has matured or is about to mature or has been called for
redemption in full or is being surrendered for conversion in full shall become
mutilated or defaced or be destroyed, lost or stolen, the Issuer may instead of
issuing a substitute Security, pay or authorize the payment of the same or the
conversion of such Security (without surrender thereof except in the case of a
mutilated or defaced Security), if the applicant for such payment or conversion
shall furnish to the Issuer and to the Trustee and any agent of the Issuer or
the Trustee such security or indemnity as any of them may require to hold each
of them harmless, and, in every case of destruction, loss or theft, the
applicant shall also furnish to the Issuer and the Trustee and any agent of the
Issuer or the Trustee evidence to the Trustee's satisfaction of the destruction,
loss or theft of such Security and of the ownership thereof.

     Every substitute Security of any series issued pursuant to the provisions
of this Section 2.9 by virtue of the fact that any such Security is destroyed,
lost or stolen shall constitute an additional contractual obligation of the
Issuer, whether or not the destroyed, lost or stolen Security shall be at any
time enforceable by anyone and shall be entitled to all the benefits of (but
shall be subject to all the limitations of rights set forth in) this Indenture
equally and proportionately with any and all other Securities of such series
duly authenticated and delivered hereunder. All Securities shall be held and
owned upon the express condition that, to the extent permitted by law, the
foregoing provisions are exclusive with respect to the replacement or


                                      A-16

<PAGE>

payment or conversion of mutilated defaced or destroyed, lost or stolen
Securities and shall preclude any and all other rights or remedies
notwithstanding any law or statute existing or hereafter enacted to the contrary
with respect to the replacement, payment or conversion of negotiable instruments
or other securities without their surrender.

     Section 2.10 Cancellation of Securities; Disposition Thereof. All
Securities surrendered for payment, redemption, registration of transfer,
exchange or conversion, or for credit against any payment in respect of a
sinking or analogous fund, if surrendered to the Issuer or any agent of the
Issuer or the Trustee or any agent of the Trustee, shall be delivered to the
Trustee or its agent for cancellation or, if surrendered to the Trustee, shall
be cancelled by it and no Securities shall be issued in lieu thereof except as
expressly permitted by any of the provisions of this Indenture. The Trustee or
its agent shall dispose of cancelled Securities held by it or hold such
Securities in accordance with its standard retention policy, and deliver a
certificate of disposition or retention to the Issuer. If the Issuer or its
agent shall acquire any of the Securities, such acquisition shall not operate as
a redemption or satisfaction of the indebtedness represented by such Securities
unless and until the same are delivered to the Trustee or its agent for
cancellation.

     Section 2.11 Temporary Securities. Pending the preparation of definitive
Securities for any series, the Issuer may execute and the Trustee shall
authenticate and deliver temporary Securities for such series, which shall be
printed, lithographed, typewritten or otherwise reproduced, in each case in form
satisfactory to the Trustee. Temporary Securities of any series shall be
issuable in any authorized denomination, and substantially in the form of the
definitive Securities of such series but with such omissions, insertions and
variations as may be appropriate for temporary Securities, all as may be
determined by the Issuer with the concurrence of the Trustee as evidenced by the
execution and authentication thereof. Temporary Securities may contain such
references to any provisions of this Indenture as may be appropriate. Every
temporary Security shall be executed by the Issuer and be authenticated by the
Trustee upon the same conditions and in substantially the same manner, and with
like effect, as the definitive Securities. Without unreasonable delay the Issuer
shall execute and shall furnish definitive Securities of such series and
thereupon temporary Securities of such series may be surrendered in exchange
therefor without charge at each office or agency to be maintained by the Issuer
for that purpose pursuant to Section 3.2 and the Trustee shall authenticate and
deliver in exchange for such temporary Securities of such series an equal
aggregate principal amount of definitive Securities of the same series having
authorized denominations. Until so exchanged, the temporary Securities of any
series shall be entitled to the same benefits under this Indenture as definitive
Securities of such series, unless otherwise established pursuant to Section 2.3.

                                 ARTICLE Three

                             COVENANTS OF THE ISSUER

     Section 3.1 Payment of Principal, Premium and Interest. The Issuer
covenants and agrees that it will duly and punctually pay or cause to be paid
the principal of and interest, if any, on each of the Securities at the place,
at the respective times and in the manner provided in the Securities.


                                      A-17

<PAGE>

     Section 3.2 Office for Notices and Payments, etc. So long as any of the
Securities are Outstanding, the Issuer will maintain in each Place of Payment an
office or agency where the Securities may be presented for payment ("Paying
Agent"), an office or agency where the Securities may be presented for
registration of transfer and for exchange ("Registrar") and, if applicable, an
office or agency where the Securities may be presented for conversion
("Conversion Agent") as in this Indenture provided, and an office or agency
where notices and demands to or upon the Issuer in respect of the Securities or
of this Indenture may be served. In case the Issuer shall at any time fail to
maintain any such office or agency or shall fail to give notice to the Trustee
of any change in the location thereof, presentation may be made and notice and
demand may be served in respect of the Securities or of this Indenture at the
Corporate Trust Office. In addition, the Issuer hereby initially appoints the
Trustee as Registrar, Paying Agent, Conversion Agent and as the agent where
notices and demands may be served with respect to the Securities.

     Section 3.3 No Interest Extension. In order to prevent any accumulation of
claims for interest after maturity thereof, the Issuer will not directly or
indirectly extend or consent to the extension of the time for the payment of any
claim for interest on any of the Securities and will not directly or indirectly
be a party to or approve any such arrangement by the purchase or funding of said
claims or in any other manner; provided, however, that this Section 3.3 shall
not apply in any case where an extension shall be made pursuant to a plan
proposed by the Issuer to the Holders of all Securities of any series then
Outstanding.

     Section 3.4 Appointments to Fill Vacancies in Trustees Office. The Issuer,
whenever necessary to avoid or fill a vacancy in the office of the Trustee, will
appoint, in the manner provided in Section 6.10, a Trustee so that there shall
at all times be a Trustee hereunder.

     Section 3.5 Provision as to Paying Agent.

          (a)  If the Issuer shall appoint a Paying Agent other than the
Trustee, it will cause such Paying Agent to execute and deliver to the Trustee
an instrument in which such agent shall agree with the Trustee, subject to the
provisions of this Section 3.5:

               (i)  that it will hold all sums held by it as such agent for the
payment of the principal of or interest, if any, on the Securities whether such
sums have been paid to it by the Issuer or by any other obligor on the
Securities in trust for the benefit of the Holders of the Securities;

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

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

          (b)  If the Issuer shall act as its own Paying Agent, it will, on or
before each due date of the principal of or interest, if any, on the Securities,
set aside, segregate and hold in trust for the benefit of the Holders of the
Securities a sum sufficient to pay such principal or


                                      A-18

<PAGE>

interest, if any, so becoming due and will notify the Trustee of any failure to
take such action and of any failure by the Issuer (or by any other obligor under
the Securities) to make any payment of the principal of or interest, if any, on
the Securities when the same shall become due and payable.

          (c)  Anything in this Section 3.5 to the contrary notwithstanding, the
Issuer may, at any time, for the purpose of obtaining a satisfaction and
discharge of this Indenture, or for any other reason, pay or cause to be paid to
the Trustee all sums held in trust by it, or any Paying Agent hereunder, as
required by this Section 3.5, such sums to be held by the Trustee upon the
trusts herein contained.

          (d)  Anything in this Section 3.5 to the contrary notwithstanding, any
agreement of the Trustee or any Paying Agent to hold sums in trust as provided
in this Section 3.5 is subject to Sections 10.3 and 10.4.

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

                                  ARTICLE FOUR

                    SECURITYHOLDERS LISTS AND REPORTS BY THE
                             ISSUER AND THE TRUSTEE

     Section 4.1 Issuer to Furnish Trustee Information as to Names and Addresses
of Securityholders. The Issuer and any other obligor on the Securities covenant
and agree that they will furnish or cause to be furnished to the Trustee a list
in such form as the Trustee may reasonably require of the names and addresses of
the Holders of the Securities of each series as of a date not more than 15 days
prior to the time such information is furnished:

          (a)  semiannually and not more than 15 days after each March 1 and
September 1; and

          (b)  at such other times as the Trustee may request in writing, within
30 days after receipt by the Issuer of any such request;

provided, however, that, if and so long as the Trustee shall be the Registrar
for such series, such list shall not be required to be furnished.

     Section 4.2 Preservation and Disclosure of Securityholders Lists.

          (a)  The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the Holders of
each series of Securities:


                                      A-19

<PAGE>

               (i)  contained in the most recent list furnished to it as
provided in Section 4.1; and

               (ii) received by it in the capacity of Registrar for such series,
if so acting.

The Trustee may destroy any list furnished to it as provided in Section 4.1 upon
receipt of a new list so furnished.

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

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

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

          (c)  If the Trustee shall elect not to afford to such applicants
access to such information, the Trustee shall, upon the written request of such
applicants, mail to each Securityholder of such series or all Holders of
Securities, as the case may be, whose name and address appears in the
information preserved at the time by the Trustee in accordance with the
provisions of subsection (a) of this Section 4.2 a copy of the form of proxy or
other communication that is specified in such request, with reasonable
promptness after a tender to the Trustee of the material to be mailed and of
payment, or provision for the payment, of the reasonable expenses of mailing,
unless within five days after such tender, the Trustee shall mail to such
applicants and file with the Commission, together with a copy of the material to
be mailed, a written statement to the effect that, in the opinion of the
Trustee, such mailing would be contrary to the best interests of the Holders of
Securities of such series or of all Securities, 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 on 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 Securityholders with reasonable promptness after
the entry of such



                                      A-20

<PAGE>

order and the renewal of such tender; otherwise the Trustee shall be relieved of
any obligation or duty to such applicants respecting their application.

          (d)  Each and every Holder of Securities, by receiving and holding the
same, agrees with the Issuer and the Trustee that neither the Issuer nor the
Trustee nor any agent of the Issuer or the Trustee shall be held accountable by
reason of the disclosure of any such information as to the names and addresses
of the Holders of Securities in accordance with the provisions of subsection (b)
of this Section 4.2, regardless of the source from which such information was
derived, and that the Trustee shall not be held accountable by reason of mailing
any material pursuant to a request made under such subsection (b).

     Section 4.3 Reports by the Issuer. The Issuer covenants:

          (a)  to file with the Trustee, within 15 days after the Issuer 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 Issuer is required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934;
or, if the Issuer is not required to file information, documents or reports
pursuant to either of such Sections, then to file with the Trustee and the
Commission such supplementary and periodic information, documents and reports as
the Issuer may be required to file with the Commission under Section 13 of the
Securities Exchange Act of 1934 and the rules and regulations prescribed from
time to time by the Commission thereunder in respect of a debt security listed
and registered on a national securities exchange;

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

          (c)  to transmit by mail to the Holders of Securities within 30 days
after the filing thereof with the Trustee, in the manner and to the extent
provided in Section 4.4(c), such summaries of any information, documents and
reports required to be filed by the Issuer pursuant to subsections (a) and (b)
of this Section 4.3 as may be required to be transmitted to such Holders by
rules and regulations prescribed from time to time by the Commission; and

          (d)  furnish to the Trustee, not less than annually, a brief
certificate from the principal executive officer, principal financial officer or
principal accounting officer as to his knowledge of the Issuer's compliance with
all conditions and covenants under this Indenture. For purposes of this
subsection (d), such compliance shall be determined without regard to any period
of grace or requirement of notice provided under this Indenture.

     Section 4.4 Reports by the Trustee.

          (a)  Within 60 days after September 15 of each year commencing with
the year 2002, the Trustee shall transmit by mail to the Holders of Securities,
as provided in subsection (c) of this Section 4.4, a brief report dated as of
such September 15 with respect to any of the

                                      A-21

<PAGE>

following events that may have occurred within the preceding 12 months (but if
no such event has occurred within such period, no report need be transmitted):

               (i)  any change to its eligibility under Section 6.9 and its
qualification under Section 6.8;

               (ii) the creation of, or any material change to, a relationship
specified in paragraph (i) through (x) of subsection 6.8(c);

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

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

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

               (vi) any additional issue of Securities that the Trustee has not
previously reported; and

               (vii) any action taken by the Trustee in the performance of its
duties under this Indenture that it has not previously reported and that in its
opinion materially affects the Securities, except an action in respect of a
default, notice of which has been or is to be withheld by it in accordance with
the provisions of Section 5.8.

          (b)  The Trustee shall transmit to the Securityholders of each series,
as provided in subsection (c) of this Section 4.4 a brief report with respect to
the character and amount of any advances (and, if the Trustee elects so to
state, the circumstances surrounding the making thereof) made by the Trustee, as
such, since the date of the last report transmitted pursuant to the provisions
of subsection (a) of this Section 4.4 (or, if no such report has yet been so
transmitted, since the date of this Indenture) for the reimbursement of which it
claims or may claim a lien or charge prior to that of the Securities of such
series on property or funds held or collected by it as Trustee and which it has
not previously reported pursuant to this subsection (b), except that the Trustee
shall not be required (but may elect) to report such advances if such advances
remaining unpaid at any time aggregate 10% or less of the principal amount of
all Securities Outstanding at such time, such report to be transmitted within 90
days after such time.

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


                                      A-22

<PAGE>

               (i)  to all Holders of Securities, as the names and addresses of
such Holders appear upon the registry books of the Issuer; and

               (ii) except in the case of reports pursuant to subsection (b), to
each Holder of a Security whose name and address are preserved at the time by
the Trustee as provided in Section 4.2(a).

          (d)  A copy of each such report shall, at the time of such

transmission to Securityholders, be furnished to the Issuer and be filed by the
Trustee with each stock exchange upon which the Securities of any applicable
series are listed and also with the Commission. The Issuer agrees to notify the
Trustee with respect to any series when and as the Securities of such series
become admitted to trading on any national securities exchange.

                                  ARTICLE FIVE

                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                               ON EVENT OF DEFAULT

     Section 5.1 Events of Default. "Event of Default," wherever used herein
with respect to Securities of any series, means any one or more of the following
events, unless it is either inapplicable to a particular series or is
specifically deleted or modified in or pursuant to the Board Resolutions or
supplemental indenture establishing such series of Securities or in the form of
Security for such series:

          (a)  default in the payment of any installment of interest upon any of
the Securities of such series as and when the same shall become due and payable,
and continuance of such default for a period of 30 days; or

          (b)  default in the payment of the principal of any of the Securities
of such series as and when the same shall become due and payable either at
maturity, upon redemption, by declaration or otherwise; or

          (c)  default in the payment or satisfaction of any sinking fund
obligation with respect to Securities of such series, as and when such sinking
fund obligation shall become due and payable as in this Indenture expressed; or

          (d)  failure on the part of the Issuer duly to observe or perform any
other of the covenants or agreements on the part of the Issuer in the Securities
of such series or in this Indenture contained for a period of 60 days after the
date on which written notice of such failure, requiring the same to be remedied,
shall have been given to the Issuer by the Trustee by registered mail, or to the
Issuer and the Trustee by the Holders of at least 25 percent in aggregate
principal amount of the Securities of such series then Outstanding; or

          (e)  without the consent of the Issuer a court having jurisdiction
shall enter an order for relief with respect to the Issuer under the Bankruptcy
Code or without the consent of the Issuer a court having jurisdiction shall
enter a judgment, order or decree adjudging the Issuer bankrupt or insolvent, or
enter an order for relief for reorganization, arrangement, adjustment or
composition of or in respect of the Issuer under the Bankruptcy Code or
applicable state


                                      A-23

<PAGE>

insolvency law and the continuance of any such judgment, order or decree is
unstayed and in effect for a period of 90 consecutive days; or

          (f)  the Issuer shall institute proceedings for entry of an order for
relief with respect to the Issuer under the Bankruptcy Code or for an
adjudication of insolvency or shall consent to the institution of bankruptcy or
insolvency proceedings against it or shall file a petition seeking, or seek or
consent to, reorganization, arrangement, composition or relief under the
Bankruptcy Code or any applicable state law or shall consent to filing of such
petition or to the appointment of a receiver, custodian, liquidator, assignee,
trustee, sequestrator or similar official (other than a custodian pursuant to 8
Delaware Code ss.226 or any similar statute under other state laws) of the
Issuer or of substantially all of its property or the Issuer shall make a
general assignment for the benefit of creditors as recognized under the
Bankruptcy Code; or

          (g)  any other Event of Default provided with respect to the
Securities of such series.

     If an Event of Default with respect to Securities of any series then
Outstanding occurs and is continuing, then and in each and every such case,
unless the principal of all of the Securities of such series shall have already
become due and payable, either the Trustee or the Holders of not less than 25
percent in aggregate principal amount of the Securities of such series then
Outstanding, by notice in writing to the Issuer (and to the Trustee if given by
Securityholders), may declare the principal (or, if the Securities of such
series are Original Issue Discount Securities, such portion of the principal
amount as may be specified in the terms of such series) of all the Securities of
such series and the interest, if any, accrued thereon to be due and payable
immediately, and upon any such declaration the same shall become and shall be
immediately due and payable, anything in this Indenture or in the Securities of
such series contained to the contrary notwithstanding. This provision, however,
is subject to the condition that, if at any time after the principal (or such
specified amount) of the Securities of such series shall have been so declared
due and payable and before any judgment or decree for the payment of the moneys
due shall have been obtained or entered as hereinafter provided, the Issuer
shall pay or shall deposit with the Trustee a sum sufficient to pay all matured
installments of interest, if any, upon all of the Securities of such series and
the principal of any and all Securities of such series that shall have become
due otherwise than by acceleration (with interest on overdue installments of
interest, if any, to the extent that payment of such interest is enforceable
under applicable law and on such principal at the rate borne by the Securities
of such series to the date of such payment or deposit) and the reasonable
compensation, disbursements, expenses and advances of the Trustee, and any and
all defaults under this Indenture, other than the nonpayment of principal of and
accrued interest, if any, on Securities of such series that shall have become
due by acceleration, shall have been cured or shall have been waived in
accordance with Section 5.7 or provision deemed by the Trustee to be adequate
shall have been made therefor, then and in every such case the Holders of a
majority in aggregate principal amount of the Securities of such series then
Outstanding, by written notice to the Issuer and to the Trustee, may rescind and
annul such declaration and its consequences; but no such rescission and
annulment shall extend to or shall affect any subsequent default or shall impair
any right consequent thereon. If any Event of Default with respect to the Issuer
specified in Section 5.1(e) or 5.1(f) occurs, all unpaid principal and accrued
interest on all Securities of each series then Outstanding shall ipso facto
become and


                                      A-24

<PAGE>

be immediately due and payable without any declaration or other act by the
Trustee or any Securityholder.

     If the Trustee shall have proceeded to enforce any right under this
Indenture and such proceedings shall have been discontinued or abandoned because
of such rescission or annulment or for any other reason or shall have been
determined adversely to the Trustee, then and in every such case the Issuer, the
Trustee and the Securityholders shall be restored respectively to their several
positions and rights hereunder, and all rights, remedies and powers of the
Issuer, the Trustee and the Securityholders shall continue as though no such
proceeding had been taken.

     Except with respect to an Event of Default pursuant to Section 5.1(a), (b)
or (c), the Trustee shall not be charged with knowledge of any Event of Default
unless written notice thereof shall have been given to a Responsible Officer by
the Issuer, a Paying Agent or any Securityholder.

     Section 5.2 Payment of Securities on Default; Suit Therefor. The Issuer
covenants that:

          (a)  if default shall be made in the payment of any installment of
interest upon any of the Securities of any series then Outstanding as and when
the same shall become due and payable, and such default shall have continued for
a period of 30 days; or

          (b)  if default shall be made in the payment of the principal of any
of the Securities of such series as and when the same shall have become due and
payable, whether at maturity of the Securities of such series or upon redemption
or by declaration or otherwise;

then, upon demand of the Trustee, the Issuer will pay to the Trustee, for the
benefit of the Holders of the Securities, the whole amount that then shall have
become due and payable on all such Securities of such series for principal or
interest, if any, or both, as the case may be, with interest upon the overdue
principal and (to the extent that payment of such interest is enforceable under
applicable law) upon the overdue installments of interest, if any, at the rate
borne by the Securities of such series; and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection,
including reasonable compensation to the Trustee, its agents, attorneys and
counsel, and any expenses or liabilities incurred by the Trustee hereunder other
than through its negligence or bad faith.

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

     If there shall be pending proceedings for the bankruptcy or for the
reorganization of the Issuer or any other obligor on the Securities of any
series then Outstanding under any bankruptcy, insolvency or other similar law
now or hereafter in effect or if a receiver or trustee

                                      A-25

<PAGE>

or similar official shall have been appointed for the property of the Issuer or
such other obligor, or in the case of any other similar judicial proceedings
relative to the Issuer or other obligor upon the Securities of such series or to
the creditors or property of the Issuer or such other obligor, the Trustee,
irrespective of whether the principal of the Securities of such series shall
then be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand pursuant to the
provisions of this Section 5.2, shall be entitled and empowered by intervention
in such proceedings or otherwise to file and prove a claim or claims for the
whole amount of principal and interest, if any, owing and unpaid in respect of
the Securities of such series and, in case of any judicial proceedings, to file
such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee and of the Securityholders
allowed in such judicial proceedings relative to the Issuer or any other obligor
on the Securities of such series, its or their creditors or its or their
property and to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same after the deduction of
its charges and expenses. Any receiver, assignee or trustee or similar official
in bankruptcy or reorganization is hereby authorized by each of the
Securityholders to make such payments to the Trustee and, if the Trustee shall
consent to the making of such payments directly to the Securityholders, to pay
to the Trustee any amount due it for compensation and expenses, including
counsel fees incurred by it, up to the date of such distribution. To the extent
that such payment of reasonable compensation, expenses and counsel fees out of
the estate in any such proceedings shall be denied for any reason, payment of
the same shall be secured by a lien on, and shall be paid out of, any and all
distributions, dividends, moneys, securities and other property that the Holders
of the Securities of such series may be entitled to receive in such proceedings,
whether in liquidation or under any plan of reorganization or arrangement or
otherwise.

     All rights of action and of asserting claims under this Indenture, or under
any of the Securities, may be enforced by the Trustee without the possession of
any of the Securities or the production thereof at any trial or other proceeding
relative thereto. Any such suit or proceeding instituted by the Trustee shall be
brought in its own name as trustee of an express trust, and any recovery of
judgment shall be for the ratable benefit of the Holders of the Securities of
the series in respect of which such judgment has been recovered.

     Section 5.3 Application of Moneys Collected by Trustee. Any moneys
collected by the Trustee pursuant to Section 5.2 with respect to Securities of
any series then Outstanding shall be applied in the order following, at the date
or dates fixed by the Trustee for the distribution of such moneys, upon
presentation of the several Securities of such series, and stamping thereon the
payment, if only partially paid, and upon surrender thereof, if fully paid:

          FIRST: To the payment of costs and expenses of collection and
     reasonable compensation to the Trustee, its agents, attorneys and counsel,
     and of all other expenses and liabilities incurred, and all advances made,
     by the Trustee pursuant to Section 6.6 except as a result of its negligence
     or bad faith;

          SECOND: If the principal of the Outstanding Securities of such series
     shall not have become due and be unpaid, to the payment of interest, if
     any, on the Securities of such series, in the order of the maturity of the
     installments of such interest, if any, with interest (to the extent that
     such interest has been collected by the Trustee) upon the

                                      A-26

<PAGE>

     overdue installments of interest, if any, at the rate borne by the
     Securities of such series, such payment to be made ratably to the Persons
     entitled thereto;

          THIRD: If the principal of the Outstanding Securities of such series
     shall have become due by declaration or otherwise, to the payment of the
     whole amount then owing and unpaid upon the Securities of such series for
     principal and interest, if any, with interest on the overdue principal and
     (to the extent that such interest has been collected by the Trustee) upon
     overdue installments of interest, if any, at the rate borne by the
     Securities of such series and in case such moneys shall be insufficient to
     pay in full the whole amounts so due and unpaid upon the Securities of such
     series, then to the payment of such principal and interest, if any, without
     preference or priority of principal over interest, or of interest over
     principal, or of any installment of interest over any other installment of
     interest, or of any Security over any other Security, ratably to the
     aggregate of such principal and accrued and unpaid interest; and

          FOURTH: To the payment of any surplus then remaining to the Issuer,
     its successors or assigns or to whomsoever may be lawfully entitled to
     receive the same.

     No claim for interest that in any manner at or after maturity shall have
been transferred or pledged separate or apart from the Securities to which it
relates or that in any manner shall have been kept alive after maturity by an
extension (otherwise than pursuant to an extension made pursuant to a plan
proposed by the Issuer to the Holders of all Securities of any series then
Outstanding), purchase, funding or otherwise by or on behalf or with the consent
or approval of the Issuer shall be entitled, in case of a default hereunder, to
any benefit of this Indenture, except after prior payment in full of the
principal of all Securities of any series then Outstanding and of all claims for
interest not so transferred, pledged, kept alive, extended, purchased or funded.

     Section 5.4 Proceedings by Securityholders. No Holder of any Securities of
any series then Outstanding shall have any right by virtue of or by availing of
any provision of this Indenture to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Indenture or the
Securities or for the appointment of a receiver or trustee or similar official
or for any other remedy hereunder or thereunder, unless such Holder previously
shall have given to the Trustee written notice of default and of the continuance
thereof, as hereinbefore provided, and unless the Holders of not less than 25
percent in aggregate principal amount of the Securities of such series then
Outstanding shall have made written request to the Trustee to institute such
action, suit or proceeding in its own name as Trustee hereunder and shall have
offered to the Trustee such reasonable indemnity as it may require against the
costs, expenses and liabilities to be incurred therein or thereby and the
Trustee, for 60 days after its receipt of such notice, request and offer of
indemnity, shall have neglected or refused to institute any such action, suit or
proceeding, it being understood and intended, and being expressly covenanted by
the Holder of every Security of such series with every other taker and Holder
and the Trustee, that no one or more Holders of Securities of such series shall
have any right in any manner whatever by virtue of or by availing of any
provision of this Indenture or of the Securities to affect, disturb or prejudice
the rights of any other Holder of such Securities of such series or to obtain or
seek to obtain priority over or preference as to any other such Holder or to
enforce any right under this Indenture or the Securities, except in the manner
herein provided and for the equal, ratable and common benefit of all Holders of
Securities of such series.

                                      A-27

<PAGE>

     Notwithstanding any other provisions in this Indenture, but subject to
Article Fourteen, the right of any Holder of any Security to receive payment of
the principal of and interest, if any, on such Security, on or after the
respective due dates expressed in such Security or, if applicable, to convert
such Security as provided in Article Thirteen or to institute suit for the
enforcement of any such payment on or after such respective dates or for the
enforcement of any such right to convert shall not be impaired or affected
without the consent of such Holder.

     Section 5.5 Proceedings by Trustee. In case of an Event of Default
hereunder, the Trustee may, in its discretion proceed to protect and enforce the
rights vested in it by this Indenture by such appropriate judicial proceedings
as the Trustee shall deem most effectual to protect and enforce any of such
rights, either by suit in equity or by action at law or by proceedings in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in this Indenture or in aid of the exercise of any power
granted in this Indenture, or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law.

     Section 5.6 Remedies Cumulative and Continuing. All powers and remedies
given by this Article Five to the Trustee or to the Securityholders shall, to
the extent permitted by law, be deemed cumulative and not exclusive of any
powers and remedies thereof or of any other powers and remedies available to the
Trustee or the Securityholders, by judicial proceedings or otherwise, to enforce
the performance or observance of the covenants and agreements contained in this
Indenture, and no delay or omission of the Trustee or of any Securityholder to
exercise any right or power accruing upon any default occurring and continuing
as aforesaid shall impair any such right or power or shall be construed to be a
waiver of any such default or an acquiescence therein; and, subject to the
provisions of Section 5.4, every power and remedy given by this Article Five or
by law to the Trustee or to the Securityholders may be exercised from time to
time, and as often as shall be deemed expedient, by the Trustee or by the
Securityholders.

     Section 5.7 Direction of Proceedings; Waiver of Defaults by Majority of
Securityholders. The Holders of a majority in aggregate principal amount of the
Securities of any series then Outstanding shall have the right to direct the
time, method, and place of conducting any proceeding for any remedy available to
the Trustee or exercising any trust or power conferred on the Trustee with
respect to Securities of such series; provided, however, that (subject to the
provisions of Section 6.1) the Trustee shall have the right to decline to follow
any such direction if the Trustee shall determine upon advice of counsel that
the action or proceeding so directed may not lawfully be taken or if the Trustee
in good faith by its board of directors, its executive committee or a trust
committee of directors or Responsible Officers or both shall determine that the
action or proceeding so directed would involve the Trustee in personal
liability. The Holders of a majority in aggregate principal amount of the
Securities of any series then Outstanding may on behalf of the Holders of all of
the Securities of such series waive any past default or Event of Default
hereunder and its consequences except a default in the payment of interest, if
any, on, or the principal of, the Securities of such series. Upon any such
waiver the Issuer, the Trustee and the Holders of the Securities of such series
shall be restored to their former positions and rights hereunder, respectively;
but no such waiver shall extend to any subsequent or other default or Event of
Default or impair any right consequent thereon. Whenever any default or Event of
Default hereunder shall have been waived as permitted by this


                                      A-28

<PAGE>
Section 5.7, said default or Event of Default shall for all purposes of the
Securities and this Indenture be deemed to have been cured and to be not
continuing.

     Section 5.8 Notice of Defaults. The Trustee shall, within 90 days after the
occurrence of a default, with respect to Securities of any series then
Outstanding, mail to all Holders of Securities of such series, as the names and
the addresses of such Holders appear upon the Security register, notice of all
defaults known to the Trustee with respect to such series, unless such defaults
shall have been cured before the giving of such notice (the term "defaults" for
the purpose of this Section 5.8 being hereby defined to be the events specified
in subsections (a), (b), (c), (d), (e), (f) and (g) of Section 5.1, not
including periods of grace, if any, provided for therein and irrespective of the
giving of the written notice specified in said subsection (d) but, in the case
of any default of the character specified in said subsection (d), no such notice
to Securityholders shall be given until at least 60 days after the giving of
written notice thereof to the Issuer pursuant to said subsection (d)); provided,
however, that, except in the case of default in the payment of the principal of
or interest, if any, on any of the Securities or in the making of any sinking
fund payment, the Trustee shall be protected in withholding such notice if and
so long as the board of directors, the executive committee, or a trust committee
of directors or Responsible Officers or both of the Trustee in good faith
determines that the withholding of such notice is in the best interests of the
Securityholders.

     Section 5.9 Undertaking to Pay Costs. All parties to this Indenture agree,
and each Holder of any 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 or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the cost of such suit and
that such court may in its discretion assess reasonable costs, including
reasonable attorney's 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. The provisions of this Section 5.9 shall not, however, apply to any
suit instituted by the Trustee, to any suit instituted by any Securityholder or
group of Securityholders, holding in the aggregate more than ten percent in
principal amount of the Securities of any series then Outstanding or to any suit
instituted by any Securityholders for the enforcement of the payment of the
principal of or interest, if any, on any Security against the Issuer on or after
the due date expressed in such Security.

                                   ARTICLE Six

                             CONCERNING THE TRUSTEE

     Section 6.1 Duties and Responsibilities of the Trustee; During Default;
Prior to Default. With respect to the Holders of any series of Securities issued
hereunder, the Trustee, prior to the occurrence of an Event of Default with
respect to the Securities of a particular series and after the curing or waiving
of all Events of Default that may have occurred with respect to such series,
undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture. In case an Event of Default with respect to the
Securities of a series has occurred (which has not been cured or waived), the
Trustee shall exercise with respect to such series of Securities such of the
rights and powers vested in it by this Indenture, and use the same degree of


                                      A-29

<PAGE>

care and skill in their exercise, as a prudent man would exercise or use under
the circumstances in the conduct of his own affairs.

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

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

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

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

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

          (c)  the Trustee shall not be liable with respect to any action taken
or omitted to be taken by it in good faith in accordance with the direction of
the Holders pursuant to Section 5.7 relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred upon the Trustee under this Indenture.

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

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

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


                                      A-30

<PAGE>

          (b)  any request, direction, order or demand of the Issuer mentioned
herein shall be sufficiently evidenced by an Officers' Certificate or Issuer
Order (unless other evidence in respect thereof be herein specifically
prescribed); and any resolution of the Board of Directors may be evidenced to
the Trustee by a copy thereof certified by the secretary or an assistant
secretary of the Issuer;

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

          (d)  the Trustee shall be under no obligation to exercise any of the
trusts or powers vested in it by this Indenture at the request, order or
direction of any of the Securityholders pursuant to the provisions of this
Indenture (including those under Section 5.1), unless such Securityholders shall
have offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities that may be incurred therein or thereby;

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

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

          (g)  the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys not regularly in its employ and the Trustee shall not be responsible
for any misconduct or negligence on the part of any such agent or attorney
appointed with due care by it hereunder.

     Section 6.3 Trustee Not Responsible for Recitals, Disposition of Securities
or Application of Proceeds Thereof. The recitals contained herein and in the
Securities, except the Trustee's certificates of authentication, shall be taken
as the statements of the Issuer, and the Trustee assumes no responsibility for
the correctness of the same. The Trustee makes no representation as to the
validity or sufficiency of this Indenture, of the Securities or of any
prospectus used to sell the Securities. The Trustee shall not be accountable for
the use or application by the Issuer of any of the Securities or of the proceeds
thereof.


                                      A-31

<PAGE>

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

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

     Section 6.6 Compensation and Indemnification of Trustee and its Prior
Claim. The Issuer covenants and agrees to pay to the Trustee from time to time,
and the Trustee shall be entitled to, reasonable compensation (which shall not
be limited by any provision of law in regard to the compensation of a trustee of
an express trust) and the Issuer covenants and agrees to pay or reimburse the
Trustee and each predecessor Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by or on behalf of it in
accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all agents and other persons not regularly in its employ), except any such
expense, disbursement or advance as may arise from its negligence or bad faith.
The Issuer also covenants to indemnify the Trustee and each predecessor Trustee
for, and to hold it harmless against, any loss, liability or expense, incurred
without negligence or bad faith on its part, arising out of or in connection
with the acceptance or administration of this Indenture or the trusts hereunder
and its duties hereunder, including the costs and expenses of defending itself
against or investigating any claim or liability in the premises. The obligations
of the Issuer under this Section 6.6 to compensate and indemnify the Trustee and
each predecessor Trustee and to pay or reimburse the Trustee and each
predecessor Trustee for expenses, disbursements and advances shall constitute
additional indebtedness hereunder and shall survive the satisfaction and
discharge of this Indenture or the resignation or removal of the Trustee and
shall not be subordinate to the payment of the Superior Indebtedness pursuant to
Article Fourteen. Such additional indebtedness shall be a senior claim to that
of the Securities upon all property and funds held or collected by the Trustee
as such, except funds held in trust for the benefit of the Holders of particular
Securities, and the Securities are hereby subordinated to such senior claim.
When the Trustee incurs expenses or renders services in connection with an Event
of Default specified in Section 5.1 or in connection with Article Five hereof,
the expenses (including the reasonable fees and expenses of its counsel) and the
compensation for the service in connection therewith are intended to constitute
expenses of administration under any bankruptcy law.

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


                                      A-32

<PAGE>

Trustee, and such certificate, in the absence of negligence or bad faith on the
part of the Trustee, shall be full warrant to the Trustee for any action taken,
suffered or omitted by it under the provisions of this Indenture upon the faith
thereof.

     Section 6.8 Qualification of Trustee; Conflicting Interests.

          (a)  If the Trustee has or shall acquire any conflicting interest (as
defined in subsection (d) of this Section), then within 90 days after
ascertaining that it has such conflicting interest, and if the default (as
defined in subsection (d) of this Section) 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, and the Issuer shall
take prompt steps to have a successor appointed in the manner provided in
Section 6.10.

          (b)  If the Trustee shall fail to comply with the provisions of
subsection (a) of this Section, the Trustee shall within 10 days after the
expiration of such 90-day period, transmit notice of such failure to the
Securityholders in the manner and to the extent provided in Section 4.4 and,
subject to the provisions of Section 5.9, unless the Trustee's duty to resign is
stayed as provided below, any Securityholder who has been a bona fide holder of
Securities 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, if the Trustee fails, after
written request thereof by such Securityholder, to comply with the provisions of
subsection (a).

          (c)  Except in the case of a default in the payment of the principal
of or interest on any Security or in the payment of any sinking or purchase fund
installment, the Trustee shall not be required to resign as provided by this
Section 6.8 if the Trustee shall have sustained the burden of proving, on
application to the Commission and after opportunity for hearing thereon, that:

               (i)  the default under the Indenture may be cured or waived
during a reasonable period and under the procedures described in such
application, and

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

The filing of such an application shall automatically stay the performance of
the duty to resign until the Commission orders otherwise. Any resignation of the
Trustee shall become effective only upon the appointment of a successor trustee
in accordance with the provisions of Section 6.10 and such successor's
acceptance of such an appointment.

          (d)  For the purposes of this Section 6.8, the Trustee shall be deemed
to have a conflicting interest with respect to Securities of any series if the
Securities of such series are in default (as determined in accordance with the
provisions of Section 5.1 but exclusive of any period of grace or requirement of
notice) and

               (i)  the Trustee is trustee under this Indenture with respect to
the Outstanding Securities of any other series or is a trustee under another
indenture under which


                                      A-33

<PAGE>

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

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

               (iii) 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 Issuer;

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

               (v)  10% or more of the voting securities of the Trustee is
beneficially owned either by the Issuer 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


                                      A-34

<PAGE>

underwriter for the Issuer or by any director, partner, or executive officer
thereof or is beneficially owned, collectively, by any two or more such persons;

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

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

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

               (ix) the Trustee owns on the date of default (as determined in
accordance with the provisions of Section 5.1, but exclusive of any period of
grace or requirement of notice) or on an anniversary of such default while such
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 other class of security, of any Person, the beneficial
ownership of a specified percentage of which would have constituted a
conflicting interest under paragraphs (vi), (vii) or (viii) of this subsection.
As to any such securities of which the Trustee acquired ownership through
becoming executor, administrator, or testamentary trustee of an estate that
included them, the provisions of the preceding sentence shall not apply for a
period of two years from the date of such acquisition to the extent that such
securities included in such estate do not exceed 25% of such voting securities
or 25% of any such class of security. Promptly after the dates of any such
default and annually in each succeeding year that the Securities remain in
default, 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 Issuer fails to
make payment in full of principal of or interest on any of the Securities when
and as the same becomes due and payable and such failure continues for 30 days
thereafter, the Trustee shall make a prompt check of its holdings of such
Securities in any of the above-mentioned capacities as of the date of the
expiration of such 30-day period, and after such date, notwithstanding the
foregoing provisions of this paragraph, all such Securities so held by the
Trustee, with sole or joint control over such Securities vested in it, but only
so long as such failure shall continue, be considered as though beneficially
owned by the Trustee for the purposes of paragraphs (vi), (vii) and (viii) of
this subsection; or

               (x)  except under the circumstances described in paragraphs (i),
(iii), (iv), (v) or (vi) of subsection (f) of Section 6.13, the Trustee shall be
or shall become a creditor of the Issuer.


                                      A-35

<PAGE>

          (e)  For purposes of paragraph (i) of subsection (d) of this Section,
the term "series of securities" or "series" means a series, class or group of
securities issuable under an indenture pursuant to terms of which 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 such series;
provided, however, that the terms "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.

          (f)  The specification of percentages in paragraphs (v) to (ix),
inclusive, of subsection (d) of this Section 6.8 shall not be construed as
indicating that the ownership of such percentages of the securities of a person
is or is not necessary or sufficient to constitute direct or indirect control
for the purposes of paragraph (iii) or (vii) of subsection (d) of this Section
6.8.

          (g)  For the purposes of paragraphs (vi), (vii), (viii) and (ix) of
subsection (d) of this Section 6.8 only:

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

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

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

Except as provided above, the word "security" or "securities" as used in this
Section 6.8 shall mean any note, stock, treasury stock, bond, debenture,
evidence of indebtedness, certificate of interest or participation in any
profit-sharing agreement, collateral trust certificate, preorganization
certificate or subscription, transferable share, investment contract, voting
trust certificate, certificate of deposit for a security, fractional undivided
interest in oil, gas or other mineral rights, or, in general, any interest or
instrument commonly known as a "security," or any certificate of interest or
participation in, temporary or interim certificate for, receipt for, guarantee
of, or warrant or right to subscribe to or purchase, any of the foregoing.

          (h)  For purposes of this Section 6.8:

               (i)  the term "underwriter," when used with reference to the
Issuer, shall mean every person who, within a one year period prior to the time
as of which the determination is made, was an underwriter of any security of the
Issuer outstanding at the time of the determination;

                                      A-36

<PAGE>

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

               (iii) the term "person" shall mean an individual, a corporation,
a partnership, an association, a joint-stock company, a trust, an unincorporated
organization or a government or political subdivision thereof; as used in this
paragraph, the term "trust" shall include only a trust where the interest or
interests of the beneficiary or beneficiaries are evidenced by a security;

               (iv) the term "voting security" shall mean any security currently
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 arrangement whereby a trustee or trustees or agent or agents for
the owner or holder of such security are currently entitled to vote in the
direction or management of the affairs of a person;

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

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

          (i)  The percentages of voting securities and other securities
specified in this Section 6.8 shall be calculated in accordance with the
following provisions:

               (i)  A specified percentage of the voting securities of the
Trustee, the Issuer or any other person referred to in this Section 6.8 (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;

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

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

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

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

                                      A-37

<PAGE>

                    (2)  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;

                    (3)  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

                    (4)  securities held in escrow if placed in escrow by the
Issuer thereof;

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

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

     Section 6.9 Persons Eligible for Appointment as Trustee. The Trustee for
each series of Securities hereunder shall at all times be a corporation that is
organized and doing business under the laws of the United States of America or
of any state or the District of Columbia having a combined capital and surplus
of at least $5,000,000, is authorized under such laws to exercise corporate
trust powers and is subject to supervision or examination by federal, state or
District of Columbia authority or a corporation or other Person permitted to act
as trustee by the Commission. 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 6.9,
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. No obligor upon the Securities and no Person directly or
indirectly controlling, controlled by, or under common control with such obligor
shall serve as Trustee upon the Securities. In case at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section
6.9, the Trustee shall resign immediately in the manner and with the effect
specified in Section 6.10.

     Section 6.10 Resignation and Removal, Appointment of Successor Trustee.

          (a)  The Trustee, or any trustee or trustees hereafter appointed, may
at any time resign with respect to one or more or all series of Securities by
giving written notice of resignation to the Issuer and by mailing notice of such
resignation to the Holders of then Outstanding Securities of each series
affected at their addresses as they shall appear on the registry books. Upon
receiving such notice of resignation, the Issuer shall promptly appoint a
successor trustee or trustees with respect to the applicable series by written
instrument in duplicate, executed by authority of the Board of Directors, one
copy of which instrument shall be


                                      A-38

<PAGE>

delivered to the resigning Trustee and one copy to the successor trustee or
trustees. If no successor trustee shall have been so appointed with respect to
any series and have accepted appointment within 30 days after the mailing of
such notice of resignation, the resigning trustee may petition any court of
competent jurisdiction for the appointment of a successor trustee, or any
Securityholder who has been a bona fide Holder of a Security or Securities of
the applicable series for at least six months may, subject to the provisions of
Section 5.9, on behalf of himself and all others similarly situated, petition
any such court for the appointment of a successor trustee. Such court may
thereupon, after such notice, if any, as it may deem proper and prescribe,
appoint a successor trustee,

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

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

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

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

then, in any such case, the Issuer may remove the Trustee with respect to the
applicable series of Securities and appoint a successor trustee for such series
by written instrument, in duplicate, executed by order of the Board of
Directors, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee, or, subject to the provisions of
Section 5.9, any Securityholder who has been a bona fide Holder of a Security or
Securities of such series for at least six months may on behalf of himself and
all others similarly situated petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor trustee with
respect to such series. Such court may thereupon, after such notice, if any, as
it may deem proper and prescribe, remove the Trustee and appoint a successor
trustee.

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

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


                                      A-39

<PAGE>

Section 6.11      Acceptance of Appointment by Successor Trustee.

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

          (b)  If a successor trustee is appointed with respect to the
Securities of one or more (but not all) series, the Issuer, the predecessor
trustee and each successor trustee with respect to the Securities of any
applicable series shall execute and deliver an indenture supplemental hereto
which shall contain such provisions as shall be deemed necessary or desirable to
confirm that all the rights, powers, trusts and duties of the predecessor
trustee with respect to the Securities of any series as to which the predecessor
trustee is not retiring shall continue to be vested in the predecessor trustee,
and shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such trustees co-trustees of the
same trust and that each such trustee shall be trustee of a trust or trusts
under separate indentures.

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

          (d)  Upon acceptance of appointment by any successor trustee as
provided in this Section 6.11, the Issuer shall give notice thereof to the
Holders of Securities of each series affected, by mailing such notice to such
Holders at their addresses as they shall appear on the registry books. If the
acceptance of appointment is substantially contemporaneous with the resignation,
then the notice called for by the preceding sentence may be combined with the
notice called for by Section 6.10. If the Issuer fails to give such notice
within ten days after acceptance of appointment by the successor trustee, the
successor trustee shall cause such notice to be given at the expense of the
Issuer.

     Section 6.12 Merger, Conversion, Consolidation or Succession to Business of
Trustee.

                                      A-40

<PAGE>

          (a)  Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to the corporate trust business of the Trustee, shall
be the successor of the Trustee hereunder (provided that such corporation shall
be qualified under the provisions of Section 6.8 and eligible under the
provisions of Section 6.9) without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding.

          (b)  In case at the time such successor to the Trustee shall succeed
to the trusts created by this Indenture any of the Securities of any series
shall have been authenticated but not delivered, any such successor to the
Trustee may adopt the certificate of authentication of any predecessor Trustee
and deliver such Securities so authenticated; and, in case at that time any of
the Securities of any series shall not have been authenticated, any successor to
the Trustee may authenticate such Securities either in the name of any
predecessor hereunder or in the name of the successor Trustee; and in all such
cases such certificate shall have the full force which it is anywhere in the
Securities of such series or in this Indenture provided that the certificate of
the Trustee shall have; provided, that the right to adopt the certificate of
authentication of an predecessor Trustee or to authenticate Securities of any
series in the name of any predecessor Trustee shall apply only to its successor
or successors by merger, conversion or consolidation.

     Section 6.13 Preferential Collection of Claims Against the Issuer.

          (a)  Subject to the provisions of this Section, if the Trustee shall
be or shall become a creditor, directly or indirectly, secured or unsecured, of
the Issuer within three months prior to a default, as defined in paragraph (i)
of subsection (g) of this Section 6.13, or subsequent to such a default, then,
unless and until such default shall be cured, the Trustee shall set apart and
hold in a special account for the benefit of the Trustee individually, the
Holders of the Securities and the holders of other indenture securities:

               (i)  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
Issuer and its other creditors, except any such reduction resulting from the
receipt or disposition of any property described in paragraph (ii) of this
subsection (a), or from the exercise of any right of set-off which the Trustee
could have exercised if a petition in bankruptcy had been filed by or against
the Issuer upon the date of such default; and

               (ii) 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 Issuer and its other creditors in such
property or such proceeds.

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

               (i)  to retain for its own account (x) payments made on account
of any such claim by any Person (other than the Issuer) who is liable thereon,
(y) the proceeds of the

                                      A-41

<PAGE>

bona fide sale of any such claim by the Trustee to a third Person, and (z)
distributions made in cash, securities or other property in respect of claims
filed against the Issuer in bankruptcy or receivership or in proceedings for
reorganization pursuant to the Bankruptcy Code or applicable state law;

               (ii) 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;

               (iii) 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 paragraph (i) of subsection (g) of
this Section would occur within three months; or

               (iv) to receive payment on any claim referred to in paragraph
(ii) or (iii) of this subsection (b), against the release of any property held
as security for such claim as provided in such paragraph (ii) or (iii), as the
case may be, to the extent of the fair value of such property.

          (c)  For the purposes of paragraphs (ii), (iii) and (iv) of subsection
(b) of this Section, 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.

          (d)  If the Trustee shall be required to account, the funds and
property held in such special account and the proceeds thereof shall be
apportioned between the Trustee, the Securityholders and the holders of other
indenture securities in such manner that the Trustee, such Securityholders and
the holders of other indenture securities realize, as a result of payments from
such special account and payments of dividends on claims filed against the
Issuer in bankruptcy or receivership or in proceedings for reorganization
pursuant to the Bankruptcy Code or applicable state law, the same percentage of
their respective claims, figured before crediting to the claim of the Trustee
anything on account of the receipt by it from the Issuer of the funds and
property in such special account and before crediting to the respective claims
of the Trustee, such Securityholders and the holders of other indenture
securities dividends on claims filed against the Issuer in bankruptcy or
receivership or in proceedings for reorganization pursuant to the Bankruptcy
Code or applicable state law, but after crediting thereon receipts on account of
the indebtedness represented by their respective claims from all sources other
than from such dividends and from the funds and property so held in such special
account. As used in this subsection, with respect to any claim, the term
"dividends" shall include any distribution with respect to such claim, in
bankruptcy or receivership or in proceedings for reorganization pursuant to the
Bankruptcy Code or applicable state law, whether such distribution is made in
cash,


                                      A-42

<PAGE>

securities or other property, but shall not include any such distribution with
respect to the secured portion, if any, of such claim. The court in which such
bankruptcy, receivership or proceeding for reorganization is pending shall have
jurisdiction:

               (i)  to apportion between the Trustee, such Securityholders and
the holders of other indenture securities, in accordance with the provisions of
this paragraph, the funds and property held in such special account and the
proceeds thereof; or

               (ii) in lieu of such apportionment, in whole or in part, to give
to the provisions of this paragraph due consideration in determining the
fairness of the distributions to be made to the Trustee, such Securityholders
and the holders of other indenture securities with respect to their respective
claims;

in which event it shall not be necessary to liquidate or to appraise the value
of any securities or other property held in such special account or as security
for any such claim, or to make a specific allocation of such distributions as
between the secured and unsecured portions of such claims, or otherwise to apply
the provisions of this paragraph as a mathematical formula.

          (e)  Any Trustee that has resigned or been removed after the beginning
of such three month period shall be subject to the provisions of this Section
6.13 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 Section 6.13 if and only if the
following conditions exist:

               (i)  the receipt of property or reduction of claim that 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.

          (f)  There shall be excluded from the operation of this Section 6.13 a
creditor relationship arising from:

               (i)  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;

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

               (iii) 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;


                                      A-43

<PAGE>

                    (iv) 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 paragraph (ii) of subsection
(g) of this Section 6.13;

                    (v)  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, that is directly or indirectly a creditor of the
Issuer; or

                    (vi) the acquisition, ownership, acceptance or negotiation
of any drafts, bills of exchange, acceptances or obligations that fall within
the classification of self-liquidating paper as defined in paragraph (iii) of
subsection (g) of this Section 6.13.

          (g)  As used in this Section 6.13:

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

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

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

               (iv) the term "Issuer" shall mean any obligor upon the
Securities.

     Section 6.14 Appointment of Authenticating Agent.

          (a)  As long as any Securities of a series remain Outstanding, the
Trustee may, by an instrument in writing, appoint with the approval of the
Issuer an authenticating agent (the "Authenticating Agent") which shall be
authorized to act on behalf of the Trustee to authenticate Securities, including
Securities issued upon exchange, registration of transfer, partial redemption or
pursuant to Section 2.9. 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 the
Trustee. Whenever reference is made in this Indenture to the authentication and
delivery of Securities of any series by the Trustee or to the Trustee's

                                      A-44

<PAGE>

Certificate of Authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
for such series and a Certificate of Authentication executed on behalf of the
Trustee by such Authenticating Agent. Such Authenticating Agent shall at all
times be a corporation organized and doing business under the laws of the United
Slates of America or of any state or the District of Columbia, authorized under
such laws to exercise corporate trust powers, having a combined capital and
surplus of at least $5,000,000 (determined as provided in Section 6.9 with
respect to the Trustee) and subject to supervision or examination by federal or
state authority.

          (b)  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 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 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 Trustee and to the Issuer. The Trustee may at any
time terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to the Issuer.

          (c)  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 series of Securities, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Issuer and the Issuer
shall provide notice of such appointment to all Holders of Securities of such
series in the manner and to the extent provided in Section 11.4. 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 is originally named as Authenticating Agent. The
Issuer agrees to pay to the Authenticating Agent for such series from time to
time reasonable compensation. The Authenticating Agent for the Securities of any
series shall have no responsibility or liability for any action taken by it as
such at the direction of the Trustee.

          (d)  Sections 6.2, 6.3, 6.4 and 7.3 shall be applicable to any
Authenticating Agent.

                                  ARTICLE SEVEN

                         CONCERNING THE SECURITYHOLDERS

     Section 7.1 Evidence of Action Taken by Securityholders. Any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by a specified percentage in
principal amount of the Securityholders of any or all series may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed
by such specified percentage of Securityholders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall


                                      A-45

<PAGE>

become effective when such instrument or instruments are delivered to the
Trustee. Proof of execution of any instrument or of a writing appointing any
such agent shall be sufficient for any purpose of this Indenture and (subject to
Sections 6.1 and 6.2) conclusive in favor of the Trustee and the Issuer, if made
in the manner provided in this Article Seven.

     Section 7.2 Proof of Execution of Instruments and of Holding of Securities.
Subject to Sections 6.1 and 6.2, the execution of any instrument by a
Securityholder or his agent or proxy may be proved in the following manner:

          (a)  The fact and date of the execution by any Holder of any
instrument may be proved by the certificate of any notary public or other
officer of any jurisdiction authorized to take acknowledgments of deeds or
administer oaths that the person executing such instruments acknowledged to him
the execution thereof, or by an affidavit of a witness to such execution sworn
to before any such notary or other such officer. Where such execution is by or
on behalf of any legal entity other than an individual, such certificate or
affidavit shall also constitute sufficient proof of the authority of the Person
executing the same.

          (b)  The ownership of Securities shall be proved by the Security
register or by a certificate of the Security registrar.

     Section 7.3 Holders to be Treated as Owners. The Issuer, the Trustee and
any agent of the Issuer or the Trustee may deem and treat the Person whose name
any Security shall be registered upon the Security register for such series as
the absolute owner of such Security (whether or not such Security shall be
overdue and notwithstanding any notation of ownership or other writing thereon)
for the purpose of receiving payment of or on account of the principal of and,
subject to the provisions of this Indenture, interest, if any, on such Security
and for all other purposes; and neither the Issuer nor the Trustee nor any agent
of the Issuer or the Trustee shall be affected by any notice to the contrary.

     Section 7.4 Securities Owned by Issuer Deemed Not Outstanding. In
determining whether the Holders of the requisite aggregate principal amount of
Outstanding Securities of any or all series have concurred in any direction,
consent or waiver under this Indenture, Securities that are owned by the Issuer
or any other obligor on the Securities with respect to which such determination
is being made or by any Person directly or indirectly controlling or controlled
by or under direct or indirect common control with the Issuer or any other
obligor on the Securities with respect to which such determination is being made
shall be disregarded and deemed not to be Outstanding for the purpose of any
such determination, except that for the purpose of determining whether the
Trustee shall be protected in relying on any such direction, consent or waiver
only Securities that the Trustee knows are so owned shall be so disregarded.
Securities so owned that have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Securities and that the pledgee
is not the Issuer or any other obligor upon the Securities or any Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Issuer or any other obligor on the Securities. In case
of a dispute as to such right, the advice of counsel shall be full protection in
respect of any decision made by the Trustee in accordance with such advice. Upon
request of the Trustee, the Issuer shall furnish to the Trustee promptly an
Officers' Certificate listing and identifying all Securities, if any, known by

                                      A-46

<PAGE>

the Issuer to be owned or held by or for the account of any of the above
described Persons; and, subject to Sections 6.1 and 6.2, the Trustee shall be
entitled to accept such Officers' Certificate as conclusive evidence of the
facts therein set forth and of the fact that all Securities not listed therein
are Outstanding for the purpose of any such determination.

     Section 7.5 Right of Revocation of Action Taken. At any time prior to (but
not after) the evidencing to the Trustee, as provided in Section 7.1, of the
taking of any action by the Holders of the percentage in aggregate principal
amount of the Securities of any or all series, as the case may be, specified in
this Indenture in connection with such action, any Holder of a Security the
serial number of which is shown by the evidence to be included among the serial
numbers of the Securities the Holders of which have consented to such action
may, by filing written notice at the Corporate Trust Office and upon proof of
holding as provided in this Article Seven, revoke such action so far as concerns
such Security provided that such revocation shall not become effective until
three business days after such filing. Except as aforesaid, any such action
taken by the Holder of any Security shall be conclusive and binding upon such
Holder and upon all future Holders and owners of such Security and of any
Securities issued in exchange or substitution therefor or on registration of
transfer thereof irrespective of whether or not any notation in regard thereto
is made upon any such Security. Any action taken by the Holders of the
percentage in aggregate principal amount of the Securities of any or all series,
as the case may be, specified in this Indenture in connection with such action
shall be conclusively binding upon the Issuer, the Trustee and the Holders of
all the Securities affected by such action.

     Section 7.6 Record Date for Consents and Waivers. The Issuer may, but shall
not be obligated to, direct the Trustee to establish a record date for the
purpose of determining the record date for the purpose of determining the
Holders entitled to:

          (a)  waive any past default with respect to the Securities of such
series in accordance with Section 5.7 of this Indenture;

          (b)  consent to any supplemental indenture in accordance with Section
8.2 of this Indenture; or

          (c)  waive compliance with any term, condition or provision of any
covenant hereunder.

If a record date is fixed, the Holders on such record date, or their duly
designated proxies, shall be entitled to waive any such past default, consent to
any such supplemental indenture or waive compliance with any such term,
condition or provision, whether or not such Holder remains a Holder after such
record date; provided, however, that unless such waiver or consent is obtained
from the Holders, or duly designated proxies, of the requisite principal amount
of Outstanding Securities of such series prior to the date which is the 90th day
after such record date, any such waiver or consent previously given shall
automatically and without further action by any Holder be cancelled and of no
further effect.

                                      A-47

<PAGE>

                                  ARTICLE EIGHT

                             SUPPLEMENTAL INDENTURES

     Section 8.1 Supplemental Indentures Without Consent of Securityholders. The
Issuer, when authorized by a resolution of the Board of Directors (which
resolution may provide general terms or parameters for such action and may
provide that the specific terms of such action may be determined in accordance
with or pursuant to an Issuer Order), and the Trustee may from time to time and
at any time enter into an indenture or indentures supplemental hereto (which
shall conform to the provisions of the Trust indenture Act of 1939 as in force
at the date of the execution thereof) for one or more of the following purposes:

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

          (b)  to add to the covenants of the Issuer such further covenants,
restrictions, conditions or provisions as the Issuer and the Trustee shall
consider to be for the protection of the Holders of Securities, and to make the
occurrence, or the occurrence and continuance, of a default in any such
additional covenants, restrictions, conditions or provisions an Event of Default
permitting the enforcement of all or any of the several remedies provided in
this Indenture as herein set forth; provided, however, that, in respect of any
such additional covenant, restriction, condition or provision, such supplemental
indenture may provide for a particular period of grace after default (which
period may be shorter or longer than that allowed in the case of other defaults)
or may provide for an immediate enforcement upon such an Event of Default or may
limit the remedies available to the Trustee upon such an Event of Default or may
limit the right of the Holders of a majority in aggregate principal amount of
the Securities of such series to waive such an Event of Default;

          (c)  to cure an ambiguity or to correct or supplement any provision
contained herein or in any supplemental indenture which may be defective or
inconsistent with any other provision contained herein or in any supplemental
indenture, or to make any other provisions as the Issuer may deem necessary or
desirable, provided that no such action shall adversely affect the interests of
the Holders of the Securities;

          (d)  to establish the form or terms of Securities of any series as
permitted by Sections 2.1 and 2.3 and to provide for adjustment of conversion
rights pursuant to Section 13.5; and

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

     The Trustee is hereby authorized to join with the Issuer in the execution
of any such supplemental indenture, to make any further appropriate agreements
and stipulations that may be

                                      A-48

<PAGE>

therein contained and to accept the conveyance, transfer, assignment, mortgage
or pledge of any property thereunder, but the Trustee shall not be obligated to
enter into any such supplemental indenture which affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise.

     Any supplemental indenture authorized by the provisions of this Section 8.1
may be executed without the consent of the Holders of any of the Securities then
Outstanding, notwithstanding any of the provisions of Section 8.2.

     Section 8.2 Supplemental Indentures With Consent of Securityholders.

          (a)  With the consent (evidenced as provided in Article Seven) of the
Holders of not less than a majority in aggregate principal amount of the
Securities then Outstanding of any series affected by such supplemental
indenture, the Issuer, when authorized by a resolution of the Board of Directors
(which resolution may provide general terms or parameters for such action and
may provide that the specific terms of such action may be determined in
accordance with or pursuant to an Issuer Order), and the Trustee may, from time
to time and at any time, enter into an indenture or indentures supplemental
hereto (which shall conform to the provisions of the Trust Indenture Act of 1939
as in force at the date of execution thereof) for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of any supplemental indenture or of modifying in any manner
the rights of the Holders of the Securities of such series, provided, that no
such supplemental indenture shall:

               (i)  do any of the following:

                    (1)  extend the final maturity of any Security;

                    (2)  reduce the principal amount thereof;

                    (3)  reduce the rate or extend the time of payment of
interest, if any, thereon;

                    (4)  reduce or alter the method of computation of any amount
payable on redemption, repayment or purchase by the Company thereof (or the time
at which any such redemption, repayment or purchase may be made);

                    (5)  make the principal thereof (including any amount in
respect of original issue discount) or interest, if any, thereon payable in any
coin or currency other than that provided in the Securities or in accordance
with the terms of the Securities;

                    (6)  reduce the amount of the principal of an Original Issue
Discount Security that would be due and payable upon an acceleration of the
maturity thereof pursuant to Section 5.1 or the amount thereof provable in
bankruptcy pursuant to Section 5.2; or

                    (7)  impair or affect the right of any Securityholder to
institute suit for the payment or conversion thereof or materially and adversely
affect the right to convert the Securities in accordance herewith or, if the
Securities provide therefor, any right of repayment at the option of the
Securityholder;

                                      A-49

<PAGE>

in each case without the consent of the Holder of each Security so affected, or

               (ii) reduce the aforesaid percentage of Securities of any series,
the consent of the Holders of which is required for any such supplemental
indenture, without the consent of the Holders of each Security so affected.

          (b)  No consent of any Holder of any Security shall be necessary under
this Section 8.2 to permit the Trustee and the Issuer to execute supplemental
indentures pursuant to Section 8.1, 9.2 and Section 13.5.

          (c)  A supplemental indenture that changes or eliminates any covenant
or other provision of this Indenture that has expressly been included solely for
the benefit of one or more particular series of Securities or that modifies the
rights of Holders of Securities of such series with respect to such covenant or
provision shall be deemed not to affect the rights under this Indenture of the
Holders of Securities of any other series.

          (d)  Upon the request of the Issuer, accompanied by a copy of a
resolution of the Board of Directors (which resolution may provide general terms
or parameters for such action and may provide that the specific terms of such
action may be determined in accordance with or pursuant to an Issuer Order)
certified by the secretary or an assistant secretary of the Issuer authorizing
the execution of any such supplemental indenture, and upon the filing with the
Trustee of evidence of the consent of the Holders of the Securities as aforesaid
and other documents, if any, required by Section 7.1, the Trustee shall join
with the Issuer in the execution of such supplemental indenture unless such
supplemental indenture affects the Trustee's own rights, duties or immunities
under this Indenture or otherwise, in which case the Trustee may in its
discretion, but shall not be obligated to, enter into such supplemental
indenture.

          (e)  It shall not be necessary for the consent of the Securityholders
under this Section 8.2 to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such consent shall approve
the substance thereof.

          (f)  Promptly after the execution by the Issuer and the Trustee of any
supplemental indenture pursuant to the provisions of this Section 8.1, the
Trustee shall give notice thereof to the Holders of then Outstanding Securities
of each series affected thereby by mailing a notice thereof by first-class mail
to such Holders at their addresses as they shall appear on the Security
register. Any failure of the Issuer to give such notice, or any defect therein,
shall not, however, in any way impair or affect the validity of any such
supplemental indenture.

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

                                      A-50

<PAGE>

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

     Section 8.5 Notation on Securities in Respect of Supplemental Indentures.
Securities of any series authenticated and delivered after the execution of any
supplemental indenture pursuant to the provisions of this Article Eight may bear
a notation in form approved by the Trustee for such series as to any matter
provided for by such supplemental indenture or as to any action taken by
Securityholders. If the Issuer or the Trustee shall so determine, new Securities
of any series so modified as to conform, in the opinion of the Trustee and the
Issuer, to any modification of this Indenture contained in any such supplemental
indenture may be prepared by the Issuer, authenticated by the Trustee and
delivered in exchange for the Securities of such series then Outstanding.

     Section 8.6 Subordination Unimpaired. This Indenture may not be amended to
alter the subordination of any Outstanding Securities without the written
consent of each holder of Superior Indebtedness then outstanding that would be
adversely affected thereby.

                                  ARTICLE NINE

                CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

     Section 9.1 Issuer May Consolidate, etc. on Certain Terms. Subject to the
provisions of Section 9.2, nothing contained in this Indenture or in any of the
Securities shall prevent any consolidation or merger of the Issuer with or into
any other corporation or corporations (whether or not affiliated with the
Issuer) or successive consolidations or mergers in which the Issuer or its
successor or successors shall be a party or parties or shall prevent any sale,
conveyance or lease of all or substantially all the property of the Issuer to
any other corporation (whether or not affiliated with the Issuer) authorized to
acquire and operate the same; provided, however, and the Issuer hereby covenants
and agrees, that any such consolidation, merger, sale, conveyance or lease shall
be upon the conditions that:

          (a)  immediately after such consolidation, merger, sale, conveyance or
lease the corporation (whether the Issuer or such other corporation) formed by
or surviving any such consolidation or merger or to which such sale, conveyance
or lease shall have been made shall not be in default in the performance or
observance of any of the terms, covenants and conditions of this Indenture to be
kept or performed by the Issuer;

          (b)  the corporation (if other than the Issuer) formed by or surviving
any such consolidation or merger or to which such sale, conveyance or lease
shall have been made shall be a corporation organized under the laws of the
United States of America, any state thereof or the District of Columbia; and

          (c)  the due and punctual payment of the principal of and interest, if
any, on all the Securities, according to their tenor, and the due and punctual
performance and observance of all of the covenants and conditions of this
Indenture to be performed by the Issuer shall be


                                      A-51

<PAGE>

expressly assumed, and the conversion rights, if any, shall be provided for in
accordance with Article Thirteen, by supplemental indenture satisfactory in form
to the Trustee executed and delivered to the Trustee, by the corporation (if
other than the Issuer) formed by such consolidation or into which the Issuer
shall have been merged or by the corporation which shall have acquired or leased
such property.

     Section 9.2 Successor Corporation to be Substituted.

          (a)  In case of any such consolidation, merger, sale, conveyance or
lease and upon the assumption by the successor corporation, by supplemental
indenture, executed and delivered to the Trustee and satisfactory in form to the
Trustee, of the due and punctual payment of the principal of and interest, if
any, on all of the Securities and the due and punctual performance of all of the
covenants and conditions of this indenture to be performed by the Issuer, such
successor corporation shall succeed to and be substituted for the Issuer, with
the same effect as if it had been named herein as the party of the first part,
and the Issuer (including any intervening successor to the Issuer that shall
have become the obligor hereunder) shall be relieved of any further obligation
under this Indenture and the Securities; provided, however, that in the case of
a sale, lease or conveyance of the property of the Issuer (including any such
intervening successor) in connection with which there is not a plan providing
for the complete liquidation of the Issuer (including any such intervening
successor), the Issuer (including any such intervening successor) shall continue
to be liable on its obligations under this Indenture and the Securities to the
extent, but only to the extent, of liability to pay the principal of and
interest, if any, on the Securities at the time, places and rate prescribed in
this Indenture and the Securities.

          (b)  Such successor corporation thereupon may cause to be signed, and
may issue either in its own name or in the name of the Issuer, any or all of the
Securities issuable hereunder that shall not theretofore have been signed by the
Issuer and delivered to the Trustee; and, upon the order of such successor
corporation instead of the Issuer and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee shall authenticate and
shall deliver any Securities that shall previously have been signed and
delivered by the officers of the Issuer to the Trustee for authentication, and
any Securities that such successor corporation shall thereafter cause to be
signed and delivered to the Trustee for that purpose. All the Securities so
issued shall in all respects have the same legal rank and benefit under this
Indenture as the Securities theretofore or thereafter issued in accordance with
the terms of this Indenture as though all of such Securities had been issued at
the date of the execution hereof.

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

     Section 9.3 Opinion of Counsel to be Given Trustee. The Trustee, subject to
Sections 6.1 and 6.2, may receive an Opinion of Counsel as conclusive evidence
that any such consolidation, merger, sale, conveyance or lease and any such
assumption complies with the provisions of this Article Nine.

                                      A-52

<PAGE>

                                   ARTICLE Ten

            SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

     Section 10.1 Satisfaction and Discharge of Indenture.

          (a)  If:

               (i)  at any time:

                    (1)  the Issuer shall have paid or caused to be paid the
principal of and interest, if any, on all the Securities Outstanding (other than
Securities that have been destroyed, lost or stolen and that have been replaced
or paid as provided in Section 2.9) as and when the same shall have become due
and payable, or

                    (2)  the Issuer shall have delivered to the Trustee for
cancellation all Securities theretofore authenticated (other than Securities
that have been destroyed, lost or stolen and that have been replaced or paid as
provided in Section 2.9); and

               (ii) in any such case, the Issuer shall also pay or cause to be
paid all other sums payable hereunder by the Issuer,

then this Indenture shall cease to be of further effect, and Trustee, on demand
of the Issuer accompanied by an Officer's Certificate and an Opinion of Counsel,
each stating that all conditions precedent relating to the satisfaction and
discharge contemplated by this provision have been complied with, and at the
cost and expense of the Issuer, shall execute proper instruments acknowledging
such satisfaction and discharging this Indenture. The Issuer agrees to reimburse
the Trustee for any costs or expenses thereafter reasonably and properly
incurred, and to compensate the Trustee for any services thereafter reasonably
and properly rendered, by the Trustee in connection with this indenture or the
Securities.

          (b)  If at any time

               (i)  the Issuer shall have paid or caused to be paid the
principal of and interest, if any, on all the Securities of any series
Outstanding (other than Securities of such series that have been destroyed, lost
or stolen and that have been replaced or paid as provided in Section 2.9) as and
when the same shall have become due and payable, or

               (ii) the Issuer shall have delivered to the Trustee for
cancellation all Securities of any series theretofore authenticated (other than
any Securities of such series that have been destroyed, lost or stolen and that
have been replaced or paid as provided in Section 2.9), or

               (iii) in the case of any series of Securities with respect to
which the exact amount described in clause (2) below can be determined at the
time of making the deposit referred to in such clause (2),


                                      A-53

<PAGE>

                    (1)  all the Securities of such series not theretofore
delivered to the Trustee for cancellation shall have become due and payable, or
are by their terms to become due and payable within one year or are to be called
for redemption within one year under arrangements satisfactory to the Trustee
for the giving of notice of redemption, and

                    (2)  the Issuer shall have irrevocably deposited or caused
to be deposited with the Trustee as funds in trust, specifically pledged as
security for, and dedicated solely to, the benefit of the Holders of Securities
of such series, cash in an amount (other than moneys repaid by the Trustee or
any Paying Agent to the Issuer in accordance with Section 10.4) or direct
obligations of the United States of America, backed by its full faith and credit
("U.S. Government Obligations"), maturing as to principal and interest, if any,
at such times and in such amounts as will insure the availability of cash, or a
combination thereof, sufficient in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay

                    (A)  the principal of and interest, if any, on all
Securities of such series on each date that such principal or interest, if any,
is due and payable, and

                    (B)  any mandatory sinking fund payments on the dates on
which such payments are due and payable in accordance with the terms of this
indenture and the Securities of such series,

then, in each case specified in paragraph (i), (ii) and (iii) of this subsection
(b), the Issuer shall be deemed to have paid and discharged the entire
indebtedness on all the Securities of such series on the date of the event
described in paragraph (i), (ii) or (iii), as the case may be, of this
subsection (b) and the provisions of this Indenture with respect to the
Securities of such series shall no longer be in effect (except, in the case of
paragraph (iii) of this subsection (b), as to (1) rights of registration of
transfer and exchange of Securities of such series, (2) substitution of
mutilated, defaced, destroyed, lost or stolen Securities of such series, (3)
rights of Holders of Securities of such series to receive payments of principal
thereof and interest, if any, thereon upon the original stated due dates
therefor (but not upon acceleration), and remaining rights of the Holders of
Securities of such series to receive mandatory sinking fund payments, if any,
(4) the rights, obligations, duties and immunities of the Trustee hereunder, (5)
the rights of the Holders of Securities of such series as beneficiaries hereof
with respect to the property so deposited with the Trustee payable to all or any
of them, (6) the obligations of the Issuer under Section 3.2 with respect to
Securities of such series and (7) the obligations of the Issuer under Article
Thirteen) and the Trustee, on demand of the Issuer accompanied by an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent contemplated by this provision have been complied with, and at the
cost and expense of the Issuer, shall execute proper instruments acknowledging
the same.

          (c)  The following provisions shall apply to the Securities of each
series (other than Securities that are convertible into Common Stock) unless
specifically otherwise provided in a Board Resolution, Officers' Certificate or
indenture supplemental hereto provided pursuant to Section 2.3. In addition to
discharge of this Indenture pursuant to subsection (b) of this Section, in the
case of any series of Securities with respect to which the exact amount
described in paragraph (i) below can be determined at the time of making the
deposit referred to in such


                                      A-54

<PAGE>

paragraph (i), the Issuer shall be deemed to have paid and discharged the entire
indebtedness on all the Securities of such a series on the 91st day after the
date of the deposit referred to in paragraph (i) below, and the provisions of
this Indenture with respect to the Securities of such series shall no longer be
in effect (except as to (1) rights of registration of transfer and exchange of
Securities of such series, (2) substitution of mutilated, defaced, destroyed,
lost or stolen Securities of such series, (3) rights of Holders of Securities of
such series to receive payments of principal thereof and interest, if any,
thereon upon the original stated due dates therefor (but not upon acceleration)
and remaining rights of the Holders of Securities of such series to receive
mandatory sinking fund payments, if any, (4) the rights, obligations, duties and
immunities of the Trustee hereunder, (5) the rights of the Holders of Securities
of such series as beneficiaries hereof with respect to the property so deposited
with the Trustee payable to all or any of them and (6) the obligations of the
Issuer under Section 3.2 with respect to Securities of such series) and the
Trustee, on demand of the Issuer accompanied by an Officers' Certificate and an
Opinion of Counsel, each stating that all conditions precedent contemplated by
this provision have been complied with, and at the cost and expense of the
Issuer, shall execute proper instruments acknowledging the same, if:

               (i)  with reference to this provision, the Issuer has irrevocably
deposited or caused to be irrevocably deposited with the Trustee as funds in
trust, specifically pledged as security for, and dedicated solely to, the
benefit of the Holders of Securities of such series (x) cash in an amount, (y)
U.S. Government Obligations, maturing as to principal and interest, if any, at
such times and in such amounts as will insure the availability of cash, or (z) a
combination thereof, sufficient, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay:

                    (1)  the principal of and interest, if any, on all
Securities of such series on each date that such principal or interest, if any,
is due and payable, and

                    (2)  any mandatory sinking fund payments on the dates on
which such payments are due and payable in accordance with the terms of this
indenture and the Securities of such series;

               (ii) such deposit will not result in a breach or violation of, or
constitute a default under, any agreement or instrument to which the Issuer is a
party or by which it is bound; and

               (iii) the Issuer has delivered to the Trustee an Opinion of
Counsel based on the fact that (x) the Issuer has received from, or there has
been published by, the Internal Revenue Service a ruling or (y), since the date
hereof, there has been a change in the applicable United States federal income
tax law, in either case to the effect that, and such opinion shall confirm that,
the Holders of the Securities of such series will not recognize income, gain or
loss for federal income tax purposes as a result of such deposit, defeasance and
discharge and will be subject to federal income tax on the same amount and in
the same manner and at the same times, as would have been the case if such
deposit, defeasance and discharge had not occurred.


                                      A-55

<PAGE>

     Section 10.2 Application by Trustee of Funds Deposited for Payment of
Securities. Subject to Section 10.4, all moneys deposited with the Trustee
pursuant to Section 10.1 shall be held in trust and applied by it to the
payment, either directly or through any Paying Agent (including the Issuer
acting as its own paying agent), to the Holders of the particular Securities of
such series for the payment or redemption of which such moneys have been
deposited with the Trustee of all sums due and to become due thereon for
principal and interest, if any, but such money need not be segregated from other
funds except to the extent required by law. All moneys deposited with the
Trustee pursuant to paragraph (iii) of subsection (b) of Section 10.1 and held
by it or any Paying Agent for the payment of Securities subsequently converted
shall be returned to the Issuer upon the written request of the Issuer.

     Section 10.3 Repayment of Moneys Held by Paying Agent. In connection with
the satisfaction and discharge of this Indenture with respect to Securities of
any series, all moneys then held by any Paying Agent under the provisions of
this Indenture with respect to such series of Securities shall, upon demand of
the Issuer, be repaid to it or paid to the Trustee and thereupon such Paying
Agent shall be released from all further liability with respect to such moneys.

     Section 10.4 Return of Moneys Held by Trustee and Paying Agent Unclaimed
for Two Years. Any moneys deposited with or paid to the Trustee or any Paying
Agent for the payment of the principal of or interest, if any, on any Security
of any series and not applied but remaining unclaimed for two years after the
date upon which such principal or interest, if any shall have become due and
payable shall, upon the written request of the Issuer and unless otherwise
required by mandatory provisions of applicable escheat or abandoned or unclaimed
property law, be repaid to the Issuer by the Trustee for such series or such
Paying Agent, and the Holder of the Securities of such series shall, unless
otherwise required by mandatory provisions of applicable escheat or abandoned or
unclaimed property laws, thereafter look only to the Issuer for any payment that
such Holder may be entitled to collect, and all liability of the Trustee or any
Paying Agent with respect to such moneys shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being required to make
any such repayment with respect to moneys deposited with it for any payment in
respect of Securities of any series shall, at the expense of the Issuer, mail by
first-class mail to Holders of such Securities at their addresses as they shall
appear on the Security register notice that such moneys remain and that, after a
date specified therein, which shall not be less than thirty days from the date
of such mailing or publication, any unclaimed balance of such money then
remaining will be repaid to the Issuer.

     Section 10.5 Indemnity for US, Government Obligations. The Issuer shall
pay, and indemnify the Trustee against, any tax, fee or other charge imposed on
or assessed against the US. Government Obligations deposited pursuant to Section
10.1 or the principal or interest received in respect of such obligations.

                                 ARTICLE Eleven

                            MISCELLANEOUS PROVISIONS

     Section 11.1 Partners, Incorporators, Stockholders, Officers and Directors
of Issuer Exempt from Individual Liability. No recourse under or upon any
obligation, covenant or

                                      A-56

<PAGE>

agreement contained in this Indenture, or in any Security, or because of any
indebtedness evidenced thereby, shall be had against any incorporator, as such,
or against any past, present or future stockholder, officer or director, as
such, of the Issuer, or any partner of the Issuer or of any successor, either
directly or through the Issuer or any successor, under any rule of law, statute
or constitutional provision or by the enforcement of any assessment or by any
legal or equitable proceeding or otherwise, all such liability being expressly
waived and released by the acceptance of the Securities by the Holders thereof
and as part of the consideration for the issue of the Securities.

     Section 11.2 Provisions of Indenture for the Sole Benefit of Parties and
Holders of Superior Indebtedness and Securities. Nothing in this Indenture or in
the Securities, expressed or implied, shall give or be construed to give to any
person, firm or corporation, other than the parties hereto and their successors
and the holders of Superior Indebtedness and the Holders of the Securities, any
legal or equitable right, remedy or claim under this Indenture or under any
covenant or provision herein contained, all such covenants and provisions being
for the sole benefit of the parties hereto and their successors, the holders of
the Superior Indebtedness and the Holders of the Securities.

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

     Section 11.4 Notice and Demands on Issuer, Trustee and Holders of
Securities.

          (a)  Any notice or demand that by any provision of this Indenture is
required or permitted to be given or served by the Trustee or by the Holders of
Securities to or on the Issuer, or as required pursuant to the Trust Indenture
Act of 1939, may be given or served by being deposited postage prepaid,
first-class mail (except as otherwise specifically provided herein) addressed
(until another address of the Issuer is filed by the Issuer with the Trustee) to
Halliburton Company, 3600 Lincoln Plaza, 500 North Akard Street, Dallas, Texas
75201-3391, Attention: Vice President and Secretary. Any notice, direction,
request or demand by the Issuer or any Holder of Securities to or upon the
Trustee shall be deemed to have been sufficiently given or served by being
deposited postage prepaid, first-class mail (except as otherwise specifically
provided herein) addressed (until another address of the Trustee is filed by the
Trustee with the Issuer) to JPMorgan Chase Bank, 600 Travis, 11th Floor,
Houston, Texas 77002. Attention: Vice President, Corporate Trust Department,
Taxable Bond Section.

          (b)  Where this Indenture provides for notice to Holders of
Securities, such notice shall be sufficiently given (unless otherwise herein
expressly provided) in writing and mailed, first-class postage prepaid, to each
Holder entitled thereto, at his last address as it appears in the Security
register. Where this Indenture provides for notice in any manner, such notice
may be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.


                                      A-57

<PAGE>

          (c)  In case, by reason of the suspension of or irregularities in
regular mail service, it shall be impracticable to mail notice to the Issuer
when such notice is required to be given pursuant to any provision of this
Indenture, then any manner of giving such notice as shall be reasonably
satisfactory to the Trustee shall be deemed to be sufficient notice.

     Section 11.5 Officer's Certificates and Opinions of Counsel; Statements to
be Contained Therein.

          (a)  Upon any application or demand by the Issuer to the Trustee to
take any action under any of the provisions of this Indenture, or as required
pursuant to the Trust Indenture Act of 1939, the Issuer shall furnish to the
Trustee an Officers' Certificate stating that all conditions precedent provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent have been complied with, except that in the case of any
such application or demand as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or demand, no additional certificate or opinion need be
furnished.

          (b)  Each certificate or opinion provided for in this Indenture (other
than a certificate provided pursuant to subsection (d) of Section 4.3) and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture shall include (i) a statement that the person
making such certificate or opinion has read such covenant or condition, (ii) 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, (iii) a statement that, in the opinion of such person, that has made
such examination or investigation as is necessary to enable him to express an
opinion as to whether or not such covenant or condition has been complied with,
and (iv) a statement as to whether or not, in the opinion of such person, such
condition or covenant has been complied with.

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

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

                                      A-58

<PAGE>

opinion may be based as aforesaid are erroneous or in the exercise of reasonable
care should know that the same are erroneous.

          (e)  Any certificate or opinion of any independent firm of public
accountants filed with and directed to the Trustee shall contain a statement
that such firm is independent.

     Section 11.6 Payments Due on Saturdays, Sundays and Holidays. If the date
of maturity of principal of or interest, if any, on the Securities of any series
or the date fixed for redemption or repayment of any such Security or the last
date for conversion of any Security shall not be a Business Day, then payment of
interest, if any, or principal need not be made on such date and such conversion
need not be made by such date, but may be made on the next succeeding Business
Day with the same force and effect as if made on the date of maturity or the
date fixed for redemption or repayment or the last date of such conversion, and,
in the case of payment, no interest shall accrue for the period after such date.

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

     Section 11.8 GOVERNING LAW. THIS INDENTURE AND EACH SECURITY SHALL BE
DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL
PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE, EXCEPT AS
MAY OTHERWISE BE REQUIRED BY MANDATORY PROVISIONS OF LAW.

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

     Section 11.10 Effect of Headings. The Article and Section headings herein
and the Table of Contents are for convenience only and shall not affect the
construction hereof.

                                 ARTICLE Twelve

                   REDEMPTION OF SECURITIES AND SINKING FuNDs

     Section 12.1 Applicability of Article. Except as otherwise provided in the
applicable Board Resolution, Officers' Certificate or executed supplemental
indenture referred to in Sections 2.1 and 2.3 by or pursuant to which the form
and terms of the Securities of such series were established, the provisions of
this Article shall be applicable to the Securities of any series that are
redeemable before their maturity or to any sinking fund for the retirement of
Securities of a series.

     Section 12.2 Notice of Redemption; Partial Redemptions.


                                      A-59

<PAGE>

          (a)  Notice of redemption to the Holders of Securities of any series
to be redeemed as a whole or in part at the option of the Issuer shall be given
by mailing notice of such redemption by first-class mail, postage prepaid, at
least 30 days and not more than 60 days prior to the date fixed for redemption
to such Holders of Securities of such series at their last addresses as they
shall appear upon the registry books. Any notice that is mailed in the manner
herein provided shall be conclusively presumed to have been duly given, whether
or not the Holder receives the notice. Failure to give notice by mail, or any
defect in the notice, to the Holder of any Security of a series designated for
redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Security of such series.

          (b)  The notice of redemption to each such Holder shall specify the
principal amount of each Security of such series held by such Holder to be
redeemed, the date fixed for redemption, the redemption price, the place or
places of payment, that payment will be made upon presentation and surrender of
such Securities, that such redemption is pursuant to the mandatory or optional
sinking fund, or both, if such be the case, that interest, if any, accrued to
the date fixed for redemption will be paid as specified in such notice and that
on and after said date interest, if any, thereon or on the portions thereof to
be redeemed will cease to accrue and, if applicable, shall also specify the
conversion price then in effect and the date on which the right to convert such
Securities or the portions thereof to be redeemed will expire. In case any
Security of a series is to be redeemed in part only the notice of redemption
shall state the portion of the principal amount thereof to be redeemed and shall
state that on and after the date fixed for redemption, upon surrender of such
Security, a new Security or Securities of such series in principal amount equal
to the unredeemed portion thereof will be issued.

          (c)  The notice of redemption of Securities of any series to be
redeemed at the option of the Issuer shall be given by the Issuer or, at the
Issuer's request, by the Trustee in the name and at the expense of the Issuer.

          (d)  On or before the redemption date specified in the notice of
redemption given as provided in this Section 12.2, the Issuer will deposit with
the Trustee or with one or more Paying Agents (or, if the Issuer is acting as
its own paying agent, set aside, segregate and hold in trust as provided in
Section 3.5) an amount of money sufficient to redeem on the redemption date all
the Securities of such series so called for redemption (other than those
theretofore surrendered for conversion into Common Stock) at the appropriate
redemption price, together with accrued interest, if any, to the date fixed for
redemption. If any Security called for redemption is converted pursuant hereto,
any money deposited with the Trustee or any Paying Agent or so segregated and
held in trust for the redemption of such Security shall be paid to the Issuer
upon the Issuers request, or, if then held by the Issuer, shall be discharged
from such trust. The Issuer will deliver to the Trustee at least 45 days prior
to the date fixed for redemption (unless a shorter notice shall be satisfactory
to the Trustee) an Officers' Certificate stating the aggregate principal amount
of Securities to be redeemed. In case of a redemption at the election of the
Issuer prior to the expiration of any restriction on such redemption, the Issuer
shall deliver to the Trustee, prior to the giving of any notice of redemption to
Holders pursuant to this Section, an Officers' Certificate stating that such
restriction has been complied with.

          (e) If less than all the Securities of a series are to be redeemed,
the Trustee shall select, in such manner as it shall deem appropriate and fair,
Securities of such series to be

                                      A-60

<PAGE>

redeemed. Securities may be redeemed in part in multiples equal to the minimum
authorized denomination for Securities of such series or any multiple thereof.
The Trustee shall promptly notify the Issuer in writing of the Securities of
such series selected for redemption and, in the case of any Securities of such
series selected for partial redemption, the principal amount thereof to be
redeemed. For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities of any series
shall relate, in the case of any Security redeemed or to be redeemed only in
part, to the portion of the principal amount of such Security that has been or
is to be redeemed. If any Security selected for partial redemption is
surrendered for conversion after such selection, the converted portion of such
Security shall be deemed (so far as may be) to be the portion selected for
redemption. Upon any redemption of less than all the Securities of a series, for
purposes of selection for redemption the Issuer and the Trustee may treat as
Outstanding any Securities surrendered for conversion during the period of 15
days next preceding the mailing of a notice of redemption, and need not treat as
Outstanding any Security authenticated and delivered during such period in
exchange for the unconverted portion of any Security converted in part during
such period.

     Section 12.3 Payment of Securities Called for Redemption.

          (a)  If notice of redemption has been given as above provided, the
Securities or portions of Securities specified in such notice shall become due
and payable on the date and at the place stated in such notice at the applicable
redemption price, together with interest, if any, accrued to the date fixed for
redemption, and on and after said date (unless the Issuer shall default in the
payment of the redemption price for such Securities, together with interest, if
any, accrued to said date) interest on the Securities or portions of Securities
so called for redemption shall cease to accrue, and such Securities shall cease
from and after the date fixed for redemption (unless an earlier date shall be
specified in a Board Resolution, Officers' Certificate or executed supplemental
indenture referred to in Sections 2.1 and 2.3 by or pursuant to which the form
and terms of the Securities of such series were established) to be convertible
into Common Stock and, except as provided in Sections 6.5 and 10.4, to be
entitled to any benefit or security under this Indenture, and the Holders
thereof shall have no right in respect of such Securities except the right to
receive the redemption price thereof and unpaid interest to the date fixed for
redemption. On presentation and surrender of such Securities at a place of
payment specified in said notice, said Securities or the specified portions
thereof shall be paid and redeemed by the Issuer at the applicable redemption
price, together with interest, if any, accrued thereon to the date fixed for
redemption; provided that payment of interest, if any, becoming due on or prior
to the date fixed for redemption shall be payable to the Holders of Securities
registered as such on the relevant record date subject to the terms and
provisions of Sections 2.3 and 2.7 hereof.

          (b)  If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal shall, until paid or duly
provided for, bear interest from the date fixed for redemption at the rate of
interest or Yield to Maturity (in the case of an Original Issue Discount
Security) borne by such Security, and such Security shall remain convertible
into Common Stock until the principal of such Security shall have been paid or
duly provided for.

          (c)  Upon presentation of any Security redeemed in part only, the
Issuer shall execute and the Trustee shall authenticate and deliver to or on the
order of the Holder thereof, at the expense of the Issuer, a new Security or
Securities of such series, of authorized

                                      A-61

<PAGE>

denominations, in principal amount equal to the unredeemed portion of the
Security so presented.

     Section 12.4 Exclusion of Certain Securities from Eligibility for Selection
for Redemption. Securities shall be excluded from eligibility for selection for
redemption if they are identified by registration and certificate number in an
Officers' Certificate delivered to the Trustee at least 45 days prior to the
last date on which notice of redemption may be given as being owned of record
and beneficially, and not pledged or hypothecated, by either (a) the Issuer or
(b) a Person specifically identified in such written statement as directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Issuer.

     Section 12.5 Mandatory and Optional Sinking Funds.

          (a)  The minimum amount of any sinking fund payment provided for by
the terms of the 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 the Securities of any series is herein referred to as an
"optional sinking fund payment." The date on which a sinking fund payment is to
be made is herein referred to as the sinking fund payment date.

          (b)  In lieu of making all or any part of any mandatory sinking fund
payment with respect to any series of Securities in cash, the Issuer may at its
option:

               (i)  deliver to the Trustee Securities of such series theretofore
purchased or otherwise acquired (except upon redemption pursuant to the
mandatory sinking fund) by the Issuer or receive credit for Securities of such
series (not previously so credited) theretofore purchased or otherwise acquired
(except as aforesaid) by the Issuer and delivered to the Trustee for
cancellation pursuant to Section 2.10 and receive credit for Securities (not
previously so credited) convertible into Common Stock and so delivered to the
Trustee for cancellation;

               (ii) receive credit for optional sinking fund payments (not
previously so credited) made pursuant to this Section 12.5, or

               (iii) receive credit for Securities of such series (not
previously so credited) redeemed by the Issuer through any optional redemption
provision contained in the terms of such series.

Securities so delivered or credited shall be received or credited by the Trustee
at the sinking fund redemption price specified in such Securities.

          (c)  On or before the 60th day next preceding each sinking fund
payment date for any series, the Issuer will deliver to the Trustee an Officers'
Certificate

               (i)  specifying the portion of the mandatory sinking fund payment
to be satisfied by payment of cash and the portion to be satisfied by credit of
Securities of such series and the basis for such credit;


                                      A-62

<PAGE>

               (ii) stating that none of the Securities of such series to be so
credited has theretofore been so credited;

               (iii) stating that no defaults in the payment of interest or
Events of Default with respect to such series have occurred (which have not been
waived or cured or otherwise ceased to exist) and are continuing; and

               (iv) stating whether or not the Issuer intends to exercise its
right to make an optional sinking fund payment with respect to such series and,
if so, specifying the amount of such optional sinking fund payment which the
Issuer intends to pay on or before the next succeeding sinking fund payment
date.

Any Securities of such series to be credited and required to be delivered to the
Trustee in order for the Issuer to be entitled to credit therefor as aforesaid
that have not theretofore been delivered to the Trustee shall be delivered for
cancellation pursuant to Section 2.10 to the Trustee with such Officers'
Certificate (or reasonably promptly thereafter if acceptable to the Trustee).
Such Officers' Certificate shall be irrevocable and upon its receipt by the
Trustee the Issuer shall become unconditionally obligated to make all the cash
payments or payments therein referred to, if any, on or before the next
succeeding sinking fund payment date. Failure of the Issuer, on or before any
such 60th day, to deliver such Officers' Certificate and Securities (subject to
the parenthetical clause in the second preceding sentence) specified in this
subsection, if any, shall not constitute a default but shall constitute, on and
as of such date, the irrevocable election of the Issuer (1) that the mandatory
sinking fund payment for such series due on the next succeeding sinking fund
payment date shall be paid entirely in cash without the option to deliver or
credit Securities of such series in respect thereof, and (2) that the Issuer
will make no optional sinking fund payment with respect to such series as
provided in this Section 12.5.

          (d)  If the sinking fund payment or payments (mandatory or optional or
both) to be made in cash on the next succeeding sinking fund payment date plus
any unused balance of any preceding sinking fund payments made in cash shall
exceed $50,000 or a lesser sum if the Issuer shall so request with respect to
the Securities of any particular series, such cash shall be applied on the next
succeeding sinking fund payment date to the redemption of Securities of such
series at the sinking fund redemption price, together with accrued interest, if
any, to the date fixed for redemption. If such amount shall be $50,000 or less
and the Issuer makes no such request, then it shall be carried over until a sum
in excess of $50,000 is available. The Trustee shall select, in the manner
provided in Section 12.2, for redemption on such sinking fund payment date a
sufficient principal amount of Securities of such series to absorb said cash, as
nearly as may be, and shall (if requested in writing by the Issuer) inform the
Issuer of the serial numbers of the Securities of such series (or portions
thereof) so selected. The Trustee, in the name and at the expense of the Issuer
(or the Issuer, if it shall so request the Trustee in writing) shall cause
notice of redemption of the Securities of such series to be given in
substantially the manner provided in Section 12.2 (and with the effect provided
in Section 12.3) for the redemption of Securities of such series in part at the
option of the Issuer. The amount of any sinking fund payments not so applied or
allocated to the redemption of Securities of such series shall be added to the
next cash sinking fund payment for such series and, together with such payment,
shall be applied in accordance with the provisions of this Section 12.5. Any and
all sinking fund moneys held on the stated maturity date of the Securities of
any particular series (or

                                      A-63

<PAGE>

earlier, if such maturity is accelerated), that are not held for the payment or
redemption of particular Securities of such series shall be applied, together
with other moneys, if necessary, sufficient for the purpose, to the payment of
the principal of, and interest, if any, on, the Securities of such series at
maturity.

          (e)  The Issuer's obligation to make a mandatory or optional sinking
fund payment shall automatically be reduced by an amount equal to the sinking
fund redemption price allocable to any Securities or portions thereof called for
redemption pursuant to the preceding paragraph on any sinking fund payment date
and converted into Common Stock; provided, that, if the Trustee is not the
conversion agent for the Securities, the Issuer or such conversion agent shall
give the Trustee written notice prior to the date fixed for redemption of the
principal amount of Securities or portions thereof so converted.

          (f)  On or before each sinking fund payment date, the Issuer shall pay
to the Trustee in cash or shall otherwise provide for the payment of all
interest, if any, accrued to the date fixed for redemption on Securities to be
redeemed on the next following sinking fund payment date.

          (g)  The Trustee shall not redeem or cause to be redeemed any
Securities of a series with sinking fund moneys or give any notice of redemption
of Securities for such series by operation of the sinking fund during the
continuance of a default in payment of interest on such Securities or of any
Event of Default except that, where the giving of notice of redemption of any
Securities shall theretofore have been made, the Trustee shall redeem or cause
to be redeemed such Securities; provided, that it shall have received from the
Issuer a sum sufficient for such redemption. Except as aforesaid, any moneys in
the sinking fund for such series at the time when any such default or Event of
Default shall occur, and any moneys thereafter paid into the sinking fund,
shall, during the continuance of such default or Event of Default, be deemed to
have been collected under Article Five and held for the payment of all such
Securities. In case such Event of Default shall have been waived as provided in
Section 5.7 or the default cured on or before the 60th day preceding the sinking
fund payment date in any year, such moneys shall thereafter be applied on the
next succeeding sinking fund payment date in accordance with this Section 12.5
to the redemption of such Securities.

                                ARTICLE THIRTEEN

                            CONVERSION OF SECURITIES

     Section 13.1 Applicability of Article. The provisions of this Article shall
be applicable to the Securities of any series that are convertible into Common
Stock or, if so provided in a Board Resolution, Officers' Certificate or
executed supplemental indenture referred to in Sections 2.1 and 2.3 by or
pursuant to which the form and terms of the Securities of such series were
established, cash in lieu thereof, as provided by the terms of the Securities of
such series.

     Section 13.2 Exercise of Conversion Privilege. In order to exercise the
conversion privilege, the Holder of any Security to be converted shall surrender
such Security to the Conversion Agent at any time during usual business hours at
its office or agency maintained for the purpose as provided in this Indenture,
accompanied by a fully executed written notice, in

                                      A-64

<PAGE>

substantially the form set forth on the reverse of the Security, that the Holder
elects to convert such Security or a stated portion thereof constituting a
multiple of $1000 in principal amount, and, if such Security is surrendered for
conversion during the period between the close of business on any record date
for such Security and the opening of business on the related interest payment
date and has not been called for redemption on a redemption date within such
period (or on such interest payment date), accompanied also by payment of an
amount equal to the interest payable on such interest payment date on the
portion of the principal amount of the Security being surrendered for
conversion. Such notice shall also state the name or names (and address) in
which the certificate or certificates for shares of Common Stock shall be issued
(or to whom payment in cash in lieu of Common Stock shall be made). Securities
surrendered for conversion shall (if so required by the Issuer or the Conversion
Agent) be duly endorsed by, or be accompanied by a written instrument or
instruments of transfer in form satisfactory to the Issuer and the Conversion
Agent duly executed by the Holder or his attorney duly authorized in writing. As
promptly as practicable after the receipt of such notice and the surrender of
such Security, as aforesaid, the Issuer shall, subject to the provisions of
Section 13.7, issue and deliver at such office or agency to such Holder, or on
his written order, a certificate or certificates for the number of full shares
of Common Stock issuable on conversion of such Security in accordance with the
provisions of such Security and cash, as provided in Section 13.3, in respect of
any fraction of a share of Common Stock otherwise issuable upon such conversion
or, if so provided in a Board Resolution, Officers' Certificate or executed
supplemental indenture referred to in Sections 2.1 and 2.3 by or pursuant to
which the form and terms of the Securities of such series were established, cash
in lieu of shares of Common Stock. Such conversion shall be at the Conversion
Price in effect, and shall be deemed to have been effected, immediately prior to
the close of business on the date (herein called the "Date of Conversion") on
which such notice in proper form shall have been received by the Conversion
Agent and such Security shall have been surrendered as aforesaid, and the Person
or Persons in whose name or names any certificate or certificates for shares of
Common Stock shall be issuable, if any, upon such conversion shall be deemed to
have become on the Date of Conversion the holder or holders of record of the
shares represented thereby; provided, however, that any such surrender on any
date when the stock transfer books of the Issuer shall be closed shall
constitute the Person or Persons in whose name or names the certificate or
certificates for such shares are to be issued, if any, as the recordholder or
holders thereof for all purposes at the opening of business on the next
succeeding day on which such stock transfer books are open but such conversion
shall nevertheless be at the Conversion Price in effect at the close of business
on the date when such Security shall have been so surrendered with the
conversion notice in proper form. In the case of conversion of a portion, but
less than all, of a Security, the Issuer shall execute, and the Trustee shall
authenticate and deliver to the Holder thereof, at the expense of the Issuer, a
Security or Securities in the aggregate principal amount of the unconverted
portion of the Security surrendered. Except as otherwise expressly provided in
this Indenture, no payment or adjustment shall be made for interest accrued on
any Security (or portion thereof) converted or for dividends or distributions on
any Common Stock issued upon conversion of any Security. The right, if any, of a
Holder of any Security to cause the Issuer to redeem, purchase or repay such
Security shall terminate upon receipt by the Issuer of any notice of conversion
of such Security.

     Section 13.3 Fractional Interests. No fractions of shares or scrip
representing fractions of shares shall be issued upon conversion of Securities.
If more than one Security shall be surrendered for conversion at one time by the
same Holder, the number of full shares that shall


                                      A-65

<PAGE>
be issuable upon conversion thereof shall be computed on the basis of the
aggregate principal amount of the Securities so surrendered. If any fraction of
a share of Common Stock would, except for the provisions of this Section 13.3,
be issuable on the conversion of any Security or Securities, the Issuer shall
make payment in lieu thereof in cash equal to the value of such fraction
computed on the basis of the Last Sale Price of one share of Common Stock on the
most recent Trading Day prior to the Date of Conversion, "Last Sale Price" on
any Trading Day shall mean:

          (a)  the closing price regular way (or, if no closing price is
reported, the average of the bid and asked prices) as reported on the New York
Stock Exchange Composite Tape, or

          (b)  if on such Trading Day the Common Stock is not listed or admitted
to trading on such exchange, the closing price regular way (or, if no closing
price is reported, the average of the bid and asked prices) on the principal
national securities exchange on which the Common Stock is listed or admitted to
trading, or

          (c)  if not listed or admitted to trading on any national securities
exchange on such Trading Day then the average of the closing bid and asked
prices as reported through the National Association of Securities Dealers, Inc.
on its NASDAQ National Market System or NASDAQ System or a similar organization
if NASDAQ is no longer reporting information, or

          (d)  if the Common Stock is not listed or admitted to trading on any
national securities exchange or quoted on such National Market System or NASDAQ
System on such Trading Day, then the average of the closing bid and asked prices
in the over-the-counter market as furnished by any New York Stock Exchange
member firm selected from time to time by the Issuer for that purpose, or

          (e)  if not quoted by any such organization on such Trading Day, the
fair value of such Common Stock on such Trading Day, as determined by the Board
of Directors.

The term "Trading Day" shall mean each Monday, Tuesday, Wednesday, Thursday and
Friday, other than any day on which securities are not traded on any of the
above mentioned exchanges or in such markets.

     Section 13.4 Adjustment of Conversion Price. The conversion price (herein
called the "Conversion Price") for a series of Securities shall be as set forth
in a Board Resolution, Officers' Certificate or executed supplemental indenture
referred to in Sections 2.1 and 2.3 by or pursuant to which the form and terms
of the Securities of such series were established, and shall be subject to
adjustment from time to time as follows:

          (a)  In case the Issuer shall:

               (i)  pay a dividend or make a distribution in shares of Common
Stock on the Common Stock,

               (ii) subdivide its outstanding shares of Common Stock into a
greater number of shares,

                                      A-66

<PAGE>

               (iii) combine its outstanding shares of Common Stock into a
smaller number of shares, or

               (iv) issue by reclassification of its Common Stock any shares of
capital stock of the Issuer,

the Conversion Price in effect immediately prior to such action shall be
adjusted so that the Holder of any Security thereafter surrendered for
conversion shall be entitled to receive the number of shares of Common Stock or
other capital stock of the Issuer that he would have owned immediately following
such action had such Security been converted immediately prior thereto. An
adjustment made pursuant to this subsection (a) shall become effective
immediately, except as provided in subsection (e) below, after the record date
in the case of a dividend or distribution and shall become effective immediately
after the effective date in the case of a subdivision, combination or
reclassification. If as a result of an adjustment made pursuant to this
subsection (a), the Holder of any Security thereafter surrendered for conversion
shall become entitled to receive shares of two or more classes of capital stock
(including shares of Common Stock and other capital stock) of the Issuer, the
Board of Directors (whose determination shall be conclusive and shall be
described in a statement filed with the Trustee) shall determine the allocation
of the adjusted Conversion Price between or among shares of such classes of
capital stock or shares of Common Stock and other capital stock.

          (b)  In case the Issuer shall issue rights or warrants to all holders
of Common Stock entitling them (for a period not exceeding 45 days from the date
of such issuance) to subscribe for or purchase shares of Common Stock at a price
per share less than the current market price per share (as determined pursuant
to subsection (d) below) of the Common Stock on the record date mentioned below,
the Conversion Price shall be adjusted to a price, computed to the nearest cent,
so that the same shall equal the price determined by multiplying the Conversion
Price in effect immediately prior to the date of issuance of such rights or
warrants by a fraction, of which

               (i)  the numerator shall be (1) the number of shares of Common
Stock outstanding on the date of issuance of such rights or warrants,
immediately prior to such issuance, plus (2) the number of shares that the
aggregate offering price of the total number of shares so offered for
subscription or purchase would purchase at such current market price (determined
by multiplying such total number of shares by the exercise price of such rights
or warrants and dividing the product so obtained by such current market price),
and

               (ii) the denominator shall be (1) the number of shares of Common
Stock outstanding on the date of issuance of such rights or warrants,
immediately prior to such issuance, plus (2) the number of additional shares of
Common Stock that are so offered for subscription or purchase.

Such adjustment shall become effective immediately, except as provided in
subsection (e) below, after the record date for the determination of holders
entitled to receive such rights or warrants.

          (c)  In case the Issuer shall distribute to substantially all holders
of Common Stock evidences of indebtedness, equity securities (including equity
interests in the Issuer's

                                      A-67

<PAGE>

Subsidiaries) other than Common Stock or other assets (other than cash dividends
paid out of surplus of the Issuer) or shall distribute to substantially all
holders of Common Stock rights or warrants to subscribe for securities (other
than those referred to in subsection (b) above), then in each such case the
Conversion Price shall be adjusted so that the same shall equal the price
determined by multiplying the Conversion Price in effect immediately prior to
the date of such distribution by a fraction of which the numerator shall be the
current market price per share (determined as provided in subsection (d) below)
of the Common Stock on the record date mentioned below less the then fair market
value (as determined by the Board of Directors, whose determination shall, if
made in good faith, be conclusive evidence of such fair market value) of the
portion of the assets so distributed or of such subscription rights or warrants
applicable to one share of Common Stock, and of which the denominator shall be
such current market price per share of the Common Stock. Such adjustment shall
become effective immediately, except as provided in subsection (e) below, after
the record date for the determination of stockholders entitled to receive such
distribution.

          (d)  For the purpose of any computation under subsections (b) and (c)
above, the current market price per share of Common Stock on any date shall be
deemed to be the average of the Last Sale Prices for the 30 consecutive Trading
Days commencing 45 Trading Days before the date in question.

          (e)  In any case in which this Section 13.4 shall require that an
adjustment be made immediately following a record date, the Issuer may elect to
defer the effectiveness of such adjustment (but in no event until a date later
than the effective time of the event giving rise to such adjustment), in which
case the Issuer shall, with respect to any Security converted after such record
date and before such adjustment shall have become effective:

               (i)  defer paying any cash payment pursuant to Section 13.3 or
issuing to the Holder of such Security the number of shares of Common Stock and
other capital stock of the Issuer issuable upon such conversion in excess of the
number of shares of Common Stock and other capital stock of the Issuer issuable
thereupon only on the basis of the Conversion Price prior to adjustment, and

               (ii) not later than five Business Days after such adjustment
shall have become effective, pay to such Holder the appropriate cash payment
pursuant to Section 13.3 and issue to such Holder the additional shares of
Common Stock and other capital stock of the Issuer issuable on such conversion.

          (f)  No adjustment in the Conversion Price shall be required unless
such adjustment would require an increase or decrease of at least 1% of the
Conversion Price, provided, that any adjustments that by reason of this
subsection (f) are not required to be made shall be carried forward and taken
into account in any subsequent adjustment and, provided, further, that
adjustment shall be required and made in accordance with the provisions of this
Article Thirteen (other than this subsection (f)) not later than such time as
may be required in order to preserve the tax-free nature of a distribution to
the holders of Securities or Common Stock. All calculations under this Article
Thirteen shall be made to the nearest cent or to the nearest one-hundredth of a
share, as the case may be.


                                      A-68

<PAGE>

          (g)  Whenever the Conversion Price is adjusted as herein provided, the
Issuer shall promptly:

               (i)  file with the Trustee and each conversion agent an Officers'
Certificate setting forth the Conversion Price after such adjustment and setting
forth a brief statement of the facts requiring such adjustment, which
certificate shall be conclusive evidence of the correctness of such adjustment,
and

               (ii) mail or cause to be mailed a notice of such adjustment to
each Holder of Securities at his address as the same appears on either the
registry books of the Issuer or in the filings described in Section 4.1.

          (h)  Anything in this Section 13.4 to the contrary notwithstanding,
the Issuer shall be entitled to make such reductions in the Conversion Price, in
addition to those required by this Section 13.4, as it in its discretion shall
determine to be advisable in order that any stock dividend, subdivision of
shares, distribution of rights or warrants to purchase stock or securities or
distribution of other assets (other than cash dividends) hereafter made by the
Issuer to its stockholders shall not be taxable.

     Section 13.5 Continuation of Conversion Privilege in case of Merger,
Consolidation or Sale of Assets.

          (a)  If any of the following shall occur, namely:

               (i)  any consolidation or merger of the Issuer as a result of
which the holders of Common Stock shall be entitled to receive stock, other
securities or other assets (including cash) with respect to or in exchange for
Common Stock; or

               (ii) a sale or conveyance of all or substantially all of the
property or business of the Issuer as an entirety;

then the Issuer, or such successor or purchasing corporation, as the case may
be, shall, as a condition precedent to such consolidation, merger, sale or
conveyance, execute and deliver to the Trustee a supplemental indenture (which
shall conform to the Trust Indenture Act of 1939 as in force at the date of the
execution thereof) providing that the Holder of each convertible Security then
Outstanding shall have the right to convert such Security into the kind and
amount of shares of stock and 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 issuable upon conversion of such Security
immediately prior to such reclassification, change, consolidation, merger, sale
or conveyance. Such supplemental indenture shall provide for adjustments which
shall be as nearly equivalent as may be practicable to the adjustments provided
for in this Article Thirteen. If, in the case of any such consolidation, merger,
sale or conveyance, the stock or other securities and property (including cash)
receivable thereupon by a holder of shares of Common Stock includes shares of
stock or other securities and property (including cash) of a corporation other
than the successor or purchasing corporation, as the case may be, in such
consolidation, merger, sale or conveyance, then such supplemental indenture
shall also be executed by such other corporation and shall contain such
additional provisions to protect the interests of the Holders of the Securities
as the Board of Directors shall reasonably consider necessary by reason


                                      A-69

<PAGE>

of the foregoing. The provisions of this Section 13.5 shall similarly apply to
successive consolidations, mergers, sales or conveyances.

          (b)  Notice of the execution of each such supplemental indenture shall
be mailed to each Holder of Securities at his address as the same appears on the
registry books of the Issuer.

          (c)  Neither the Trustee nor any Conversion Agent shall be under any
responsibility to determine the correctness of any provisions contained in any
such supplemental indenture relating either to the kind or amount of shares of
stock or securities or property (including cash) receivable by Holders of
Securities upon the conversion of their Securities after any such consolidation,
merger, sale or conveyance or to any adjustment to be made with respect thereto,
but, subject to the provisions of Sections 6.1 and 6.2, may accept as conclusive
evidence of the correctness of any such provisions, and shall be protected in
relying upon, the Officer's Certificate (which the Issuer shall be obligated to
file with the Trustee prior to the execution of any such supplemental indenture
with respect thereto).

     Section 13.6 Notice of Certain Events. If:

          (a)  the Issuer shall declare a dividend (or any other distribution)
payable to the holders of Common Stock otherwise than in cash; or

          (b)  the Issuer shall authorize the granting to the holders of Common
Stock of rights to subscribe for or purchase any shares of stock of any class or
of any other rights; or

          (c)  the Issuer shall authorize any reclassification or change of the
Common Stock (other than a subdivision or combination of its outstanding shares
of Common Stock) or any consolidation or merger to which the Issuer is a party
and for which approval of any stockholders of the Issuer is required or the sale
or conveyance of all or substantially all the property or business of the
Issuer; or

          (d)  there shall be authorized or ordered any voluntary or involuntary
dissolution, liquidation or winding-up of the Issuer;

then the Issuer shall cause to be filed at the office or agency maintained for
the purpose of conversion of the Securities as provided in Section 3.2, and
shall cause to be mailed to each Holder of Securities, at his address as it
shall appear on the registry books of the Issuer, at least 20 days before the
date hereinafter specified (or the earlier of the dates hereinafter specified if
more than one date is specified) a notice stating the date on which (i) a record
is expected to be taken for the purpose of such dividend or distribution of
rights, or if a record is not to be taken, the date as of which the holders of
Common Stock of record to be entitled to such dividend or distribution of rights
are to be determined or (ii) such reclassification, change, consolidation,
merger, sale, conveyance, dissolution, liquidation or winding-up is expected to
become effective and the date, if any is to be fixed, as of which it is expected
that holders of Common Stock of record shall be entitled to exchange their
shares of Common Stock for securities or other property deliverable upon such
reclassification, change, consolidation, merger, sale, conveyance, dissolution,
liquidation or winding-up.

                                      A-70

<PAGE>

     Section 13.7 Taxes on Conversion. The Issuer will pay any and all
documentary, stamp or similar taxes payable to the United States of America or
any political subdivision or taxing authority thereof or therein in respect of
the issue or delivery of shares of Common Stock on conversion of Securities
pursuant thereto; provided, however, that the Issuer shall not be required to
pay any tax which may be payable in respect of any transfer involved in the
issue or delivery of shares of Common Stock in a name other than that of the
Holder of the Securities to be converted (or payment of cash in lieu thereof to
a Person other than such Holder) and no such issue or delivery (or payment)
shall be made unless and until the Person requesting such issue or delivery (or
payment) has paid to the Issuer the amount of any such tax or has established,
to the satisfaction of the Issuer, that such tax has been paid. The Issuer
extends no protection with respect to any other taxes imposed in connection with
conversion of Securities.

     ISection 13.8 Issuer to Provide Stock.

          (a)  The Issuer shall reserve, free from preemptive rights, out of its
authorized but unissued shares, sufficient shares to provide for the conversion
of convertible Securities from time to time as such Securities are presented for
conversion; provided, however, that nothing contained herein shall be construed
to preclude the Issuer from satisfying its obligations in respect of the
conversion of Securities by delivery of repurchased shares of Common Stock that
are held in the treasury of the Issuer.

          (b)  If any shares of Common Stock to be reserved for the purpose of
conversion of Securities hereunder require registration with or approval of any
governmental authority under any federal or state law before such shares may be
validly issued or delivered upon conversion, then the Issuer covenants that it
will in good faith and as expeditiously as possible endeavor to secure such
registration or approval, as the case may be; provided, however, that nothing in
this Section 13.8 shall be deemed to affect in any way the obligations of the
Issuer to convert Securities into Common Stock as provided in this Article
Thirteen.

          (c)  Before taking any action that would cause an adjustment reducing
the Conversion Price below the then par value, if any, of the Common Stock, the
Issuer will take all corporate action that may, in the opinion of counsel, be
necessary in order that the Issuer may validly and legally issue fully paid and
non-assessable shares of Common Stock at such adjusted Conversion Price.

          (d)  The Issuer covenants that all shares of Common Stock that may be
issued upon conversion of Securities will upon issue be fully paid and
non-assessable by the Issuer and free of preemptive rights.

     Section 13.9 Disclaimer of Responsibility for Certain Matters. Neither the
Trustee, the Conversion Agent nor any agent of either shall at any time be under
any duty or responsibility to any Holder of Securities to determine whether any
facts exist that may require any adjustment of the Conversion Price or with
respect to the Officers Certificate referred to in Section 13.4(g) or with
respect to the nature or extent of any such adjustment when made, or with
respect to the method employed, or herein or in any supplemental indenture
provided to be employed, in making the same. Neither the Trustee, the Conversion
Agent nor any agent of either shall be accountable with respect to the validity
or value (or the kind or amount) of any shares of


                                      A-71

<PAGE>

Common Stock or of any securities or property (including cash) that may at any
time be issued or delivered upon the conversion of any Security; and neither the
Trustee, the Conversion Agent nor any agent of either makes any representation
with respect thereto. Neither the Trustee, the Conversion Agent nor any agent of
either shall be responsible for any failure of the Issuer to issue, register the
transfer of or deliver any shares of Common Stock or stock certificates or other
securities or property (including cash) upon the surrender of any Security for
the purpose of conversion or, subject to Sections 6.1 and 6.2, to comply with
any of the covenants of the Issuer contained in this Article Thirteen.

     Section 13.10 Return of Funds Deposited for Redemption of Converted
Securities. Any funds that at any time shall have been deposited by the Issuer
or on its behalf with the Trustee or any Paying Agent for the purpose of paying
the principal of and interest, if any, on any of the Securities and that shall
not be required for such purposes because of the conversion of such Securities,
as provided in this Article Thirteen, shall after such conversion be repaid to
the Issuer by the Trustee or such Paying Agent.

                                ARTICLE Fourteen

                                  SUBORDINATION

     Section 14.1 Securities Subordinated to Superior Indebtedness.

          (a)  The Issuer covenants and agrees that anything in this Indenture
or the Securities of any series to the contrary notwithstanding, the
indebtedness evidenced by the Securities of each series is subordinate and
junior in right of payment to all Superior Indebtedness to the extent provided
herein, and each Holder of Securities of each series, by his acceptance thereof,
likewise covenants and agrees to the subordination herein provided and shall be
bound by the provisions hereof.

          (b)  Subject to Section 14.4, if the Issuer shall default in the
payment of any principal of or interest on any Superior Indebtedness when the
same becomes due and payable, whether at maturity or at a date fixed for
prepayment or by declaration of acceleration or otherwise, then, upon written
notice of such default to the Issuer by the holders of Superior Indebtedness or
any trustee therefor, unless and until such default shall have been cured or
waived or shall have ceased to exist, no direct or indirect payment (in cash,
property, securities, by set-off or otherwise) shall be made or agreed to be
made on account of the principal of or interest on any of the Securities or in
respect of any redemption, retirement, purchase or other acquisition of any of
the Securities other than those made in capital stock of the Company (or cash in
lieu of fractional shares thereof) pursuant to Article Thirteen or otherwise
made in capital stock of the Company (or cash in lieu of fractional shares
thereof).

          (c)  If (i) without the consent of the Issuer a court having
jurisdiction shall enter an order for relief with respect to the Issuer under
the Bankruptcy Code or without the consent of the Issuer a court having
jurisdiction shall enter a judgment, order or decree adjudging the Issuer
bankrupt or insolvent or enter an order for relief for reorganization,
arrangement, adjustment or composition of or in respect of the Issuer under the
Bankruptcy Code or applicable state insolvency law or (ii) the Issuer shall
institute proceedings for entry of an order for relief


                                      A-72

<PAGE>

with respect to the Issuer under the Bankruptcy Code or for an adjudication of
insolvency or shall consent to the institution of bankruptcy or insolvency
proceedings against it or shall file a petition seeking or seek or consent to
reorganization, arrangement, composition or relief under the Bankruptcy Code or
any applicable state law or shall consent to the filing of such petition or to
the appointment of a receiver, custodian, liquidator, assignee, trustee,
sequestrator or similar official (other than a custodian pursuant to 8 Delaware
Code ss.226 or any similar statute under other state laws) of the Issuer or of
substantially all of its property or the Issuer shall make a general assignment
for the benefit of creditors as recognized under the Bankruptcy Code, then all
Superior Indebtedness (including any interest thereon accruing after the
commencement of any such proceedings) shall first be paid in full before any
payment or distribution, whether in cash, securities or other property, shall be
made to any Holder of any Securities on account thereof. Any payment or
distribution, whether in cash, securities or other property (other than
securities of the Issuer or any other corporation provided for by a plan of
reorganization or readjustment the payment of which is subordinate, at least to
the extent provided in these subordination provisions with respect to the
indebtedness evidenced by the Securities, to the payment of all Superior
Indebtedness then outstanding and to any securities issued in respect thereof
under any such plan of reorganization or readjustment) that would otherwise (but
for these subordination provisions) be payable or deliverable in respect of the
Securities of any series shall be paid or delivered directly to the holders of
Superior Indebtedness in accordance with the priorities then existing among such
holders until all Superior Indebtedness including any interest thereon accruing
after the commencement of any such proceedings shall have been paid in full. In
the event of any such proceeding, after payment in full of all sums owing with
respect to Superior Indebtedness, the Holders of the Securities, together with
the holders of any obligations of the Issuer ranking on a parity with the
Securities, shall be entitled to be paid from the remaining assets of the Issuer
the amounts at the time due and owing on account of unpaid principal of and
interest, if any, on the Securities and such other obligations before any
payment or other distribution, whether in cash, property or otherwise, shall be
made on account of any capital stock or any obligations of the Issuer ranking
junior to the securities and such other obligations.

          (d)  If, notwithstanding the foregoing, any payment or distribution of
any character, whether in cash, securities or other property (other than
securities of the Issuer or any other corporation provided for by a plan of
reorganization or readjustment the payment of which is subordinate, at least to
the extent provided in these subordination provisions with respect to the
indebtedness evidenced by the Securities, to the payment of all Superior
Indebtedness then outstanding and to any securities issued in respect thereof
under any such plan of reorganization or readjustment), shall be received by the
Trustee or any Holder in contravention of any of the terms hereof, such payment
or distribution or security shall be received in trust for the benefit of, and
shall be paid over or delivered and transferred to, the holders of the Superior
Indebtedness then outstanding in accordance with the priorities then existing
among such holders for application to the payment of all Superior Indebtedness
remaining unpaid, to the extent necessary to pay all such Superior Indebtedness
in full. In the event of the failure of the Trustee or any Holder to endorse or
assign any such payment, distribution or security, each holder of Superior
Indebtedness is hereby irrevocably authorized to endorse or assign the same.

          (e)  No present or future holder of any Superior Indebtedness shall be
prejudiced in the right to enforce subordination of the indebtedness evidenced
by the Securities by any act or failure to act on the part of the Issuer.
Nothing contained herein shall impair, as


                                      A-73

<PAGE>
between the Issuer and the Holders of Securities of each series, the obligation
of the Issuer to pay to such Holders the principal of and interest, if any, on
such Securities or prevent the Trustee or the Holder from exercising all rights,
powers and remedies otherwise permitted by applicable law or hereunder upon a
default or Event of Default hereunder, all subject to the rights of the holders
of the Superior Indebtedness to receive cash, securities or other property
otherwise payable or deliverable to the Holders.

          (f)  Superior Indebtedness shall not be deemed to have been paid in
full unless the holders thereof shall have received cash, securities or other
property equal to the amount of such Superior Indebtedness then outstanding.
Upon the payment in full of all Superior Indebtedness, the Holders of Securities
of each series shall be subrogated to all rights of any holders of Superior
Indebtedness to receive any further payments or distributions applicable to the
Superior Indebtedness until the indebtedness evidenced by the Securities of such
series shall have been paid in full, and such payments or distributions received
by such Holders, by reason of such subrogation, of cash, securities or other
property that otherwise would be paid or distributed to the holders of Superior
Indebtedness, shall, as between the Issuer and its creditors other than the
holders of Superior Indebtedness, on the one hand, and such Holders, on the
other hand, be deemed to be a payment by the Issuer on account of Superior
Indebtedness, and not on account of the Securities of such series.

          (g)  The provisions of this Section 14.1 shall not impair any rights,
interests, remedies or powers of any secured creditor of the Issuer in respect
of any security interest the creation of which is not prohibited by the
provisions of this Indenture.

          (h)  The securing of any obligations of the Issuer otherwise ranking
on a parity with the Securities or ranking junior to the Securities shall not be
deemed to prevent such obligations from constituting, respectively, obligations
ranking on a parity with the Securities or ranking junior to the Securities.

     Section 14.2 Reliance on Certificate of Liquidating Agent; Further Evidence
as to Ownership of Superior Indebtedness. Upon any payment or distribution of
assets of the Issuer, the Trustee and the Holders shall be entitled to rely upon
an order or decree issued by any court of competent jurisdiction in which such
dissolution or winding up or liquidation or reorganization or arrangement
proceedings are pending or upon a certificate of the trustee in bankruptcy,
receiver, assignee for the benefit of creditors or other Person making such
payment or distribution, delivered to the Trustee or to the Holders, for the
purpose of ascertaining the Persons entitled to participate in such
distribution, the holders of the Superior Indebtedness and other indebtedness of
the Issuer, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article
Fourteen. In the absence of any such bankruptcy trustee, receiver, assignee or
other Person, the Trustee shall be entitled to rely upon a written notice by a
Person representing himself to be a holder of Superior Indebtedness (or a
trustee or representative on behalf of such holder) as evidence that such Person
is a holder of Superior Indebtedness (or is such a trustee or representative).
If the Trustee determines, in good faith, that further evidence is required with
respect to the right of any Person as a holder of Superior Indebtedness to
participate in any payment or distributions pursuant to this Article Fourteen,
the Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Superior Indebtedness held by
such Person, as to


                                      A-74

<PAGE>
the extent to which such Person is entitled to participate in such payment or
distribution and as to other facts pertinent to the rights of such Person under
this Article Fourteen, 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 14.3 Payment Permitted If No Default. Nothing contained in this
Article Fourteen or elsewhere in this Indenture or in any of the Securities
shall prevent (a) the Issuer at any time, except during the pendency of any
default in the payment of any principal of or interest on any Superior
Indebtedness as described in Section 14.1 or of any of the events described in
subsections (a) and (b) of Section 14.1, from making payments of the principal
of or interest, if any, on the Securities, or (b) the application by the Trustee
or any Paying Agent of any moneys deposited with it hereunder to payments of the
principal of or interest, if any, on the Securities, if, at the time of such
deposit, the Trustee or such paying agent, as the case may be, did not have the
written notice provided for in Section 11.5 of any event prohibiting the making
of such deposit or if, at the time of such deposit (whether or not in trust) by
the Issuer with the Trustee or Paying Agent (other than the Issuer), such
payment would not have been prohibited by the provisions of this Article
Fourteen, and the Trustee or any Paying Agent shall not be affected by any
notice to the contrary received by it on or after such date.

     Section 14.4 Disputes with Holders of Certain Superior Indebtedness. Any
failure by the Issuer to make any payment on or under any Superior Indebtedness,
other than any Superior Indebtedness as to which the provisions of this Section
14.4 shall have been waived by the Issuer in the instrument or instruments by
which the Issuer incurred, assumed, guaranteed or otherwise created such
Superior Indebtedness, shall not be deemed a default under Section 14.1 if (i)
the Issuer shall be disputing its obligation to make such payment or perform
such obligation and (ii) either (1) no final judgment relating to such dispute
shall have been issued against the Issuer that is in full force and effect and
is not subject to further review, including a judgment that has become final by
reason of the expiration of the time within which a party may seek further
appeal or review, or (2) if a judgment that is subject to further review or
appeal has been issued, the Issuer shall in good faith be prosecuting an appeal
or other proceeding for review and a stay of execution shall have been obtained
pending such appeal or review.

     Section 14.5 Trustee Not Charged with Knowledge of Prohibition. Anything in
this Article Fourteen or elsewhere in this Indenture contained to the contrary
notwithstanding, the Trustee shall not at any time be charged with knowledge of
the existence of any facts that would prohibit the making of any payment of
money to or by the Trustee and shall be entitled to assume conclusively that no
such facts exist and that no event specified in Section 14.1 has happened, until
the Trustee shall have received an Officers' Certificate to that effect or
notice in writing to that effect signed by or on behalf of the holder or
holders, or their representatives, of Superior Indebtedness who shall have been
certified by the Issuer or otherwise established to the reasonable satisfaction
of the Trustee to be such holder or holders or representatives or from any
trustee under any indenture pursuant to which such Superior Indebtedness shall
be outstanding; provided, however, that, if the Trustee shall not have received
the Officers' Certificate or notice provided for in this Section 14.5 prior to
the third Business Day preceding:

          (a)  the date upon which by the terms hereof any money becomes payable
(including the payment of either the principal of or interest, if any, on any
Security); or

                                      A-75

<PAGE>

          (b)  the date of delivery of documents to, or deposit of funds with,
the Trustee pursuant to Section 10.1 relating to the satisfaction and discharge
of this Indenture,

then, anything herein contained to the contrary notwithstanding, the Trustee or
such Paying Agent shall have full power and authority to receive such money and
apply the same to the purpose for which it was received and to execute the
instruments acknowledging satisfaction and discharge of this Indenture and the
Trustee shall not be affected by any notice to the contrary that may be received
by it on or after such date. The Issuer shall give prompt written notice to the
Trustee and to the Paying Agent of any facts that would prohibit the payment of
money to or by the Trustee or any Paying Agent and the Trustee shall not be
charged with knowledge of the curing of any default or the elimination of any
other fact or condition preventing such payment or distribution unless and until
the Trustee shall have received an Officers' Certificate to such effect.

     Section 14.6 Trustee to Effectuate Subordination. Each Holder of 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 between such Holder and holders of Superior Indebtedness as
provided in this Article Fourteen and appoints the Trustee its attorney-in-fact
for any and all such purposes.

     Section 14.7 Rights of Trustee as Holder of Superior Indebtedness. The
Trustee shall be entitled to all the rights set forth in this Article Fourteen
with respect to any Superior Indebtedness that may at the time be held by it to
the same extent as any other holder of Superior Indebtedness, and nothing in
this Indenture shall deprive the Trustee of any of its rights as such holder.
Nothing in this Article Fourteen shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 6.6.

     Section 14.8 Article Applicable to Paying Agents. In case at any time any
Paying Agent other than the Trustee shall have been appointed by the Issuer and
shall then be acting hereunder, the term "Trustee" as used in this Article
Fourteen shall in such case (unless the context shall otherwise require) be
construed as extending to and including such Paying Agent within its meaning as
fully for all intents and purposes as if the Paying Agent were named in this
Article Fourteen in addition to or in place of the Trustee; provided, however,
that Sections 14.5 and 14.7 shall not apply to the Issuer if it acts as Paying
Agent.

     Section 14.9 Subordination Rights Not Impaired by Acts or Omissions of the
Issuer or Holders of Superior Indebtedness. No right of any present or future
holders of any Superior Indebtedness to enforce subordination as herein provided
shall at any time in any way be prejudiced or impaired by any act or failure to
act on the part of the Issuer or by any act or failure to act in good faith by
any such holder or by any noncompliance by the Issuer with the terms, provisions
and covenants of this Indenture, regardless of any knowledge thereof which any
such holder may have or be otherwise charged with. The holders of Superior
Indebtedness may, at any time or from time to time and in their absolute
discretion, change the manner, place or terms of payment, change or extend the
time of payment of, or renew or alter, any such Superior Indebtedness or amend
or supplement any instrument pursuant to which any such Superior Indebtedness is
issued or by which it may be secured or release any security therefor or
exercise or refrain from exercising any other of their rights under the Superior
Indebtedness, including the


                                      A-76

<PAGE>
waiver of default thereunder, all without notice to or assent from the Holders
of the Securities or the Trustee and without affecting the obligations of the
Issuer, the Trustee or the Holders of Securities under this Article Fourteen.

     Section 14.10 Trustee Not Fiduciary for Holders of Superior Indebtedness.
The Trustee shall not be deemed to owe any fiduciary duty to the holders of the
Superior Indebtedness and shall not be liable to any such holders if it shall
mistakenly pay over or distribute money or assets to Securityholders or the
Issuer.

     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and the appropriate corporate seals to be hereunto affixed and
attested, all as of November 29, 2001

                                           HALLIBURTON COMPANY

                                           By: /s/ Susan S. Keith
                                              ----------------------------------
                                           Title: Vice President and Secretary
                                                 -------------------------------


Attest:

By: /s/ Bruce A. Metzinger
   ----------------------------------
Title: Assistant Secretary
      -------------------------------


                                           JPMORGAN CHASE BANK, as Trustee

                                           By: /s/ Letha Glover
                                              ----------------------------------
                                           Title: Vice President
                                                 -------------------------------

                                      A-77