<PAGE>

                                                                     Exhibit 4.8



                                  PEMSTAR INC.

                                       to

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

                                   as Trustee

                          SUBORDINATED DEBT SECURITIES

                                    INDENTURE

                       Dated as of ________________, ____
<PAGE>

                                  PEMSTAR INC.

         Reconciliation and tie between Trust Indenture Act of 1939 and
                 Indenture, dated as of __________________, ____

                             CROSS-REFERENCE TABLE*

                                 Trust Indenture

   Act Section                                                Indenture Section
   -----------                                                -----------------
    310 (a)(1)           ................................            812
      (a)(2)             ................................            812
      (a)(3)             ................................            N.A.
      (a)(4)             ................................            N.A.
      (a)(5)             ................................            812
       (b)               ................................          809; 812
       (c)               ................................            N.A.
     311 (a)             ................................            813
       (b)               ................................            813
       (c)               ................................            N.A.
     312 (a)             ................................            806
       (b)               ................................            109
       (c)               ................................            109
     313 (a)             ................................            807
      (b)(1)             ................................            N.A.
      (b)(2)             ................................            807
       (c)               ................................            807
       (d)               ................................            807
     314 (a)             ................................            504
       (b)               ................................            N.A.
      (c)(1)             ................................            104
      (c)(2)             ................................            104
      (c)(3)             ................................            N.A.
       (d)               ................................            N.A.
       (e)               ................................            104
       (f)               ................................            N.A.
     315 (a)             ................................            801
       (b)               ................................            805
       (c)               ................................            801
       (d)               ................................          705; 801
       (e)               ................................            711
  316 (a) (last
    sentence)            ................................            101
    (a)(1)(A)            ................................            705
    (a)(1)(B)            ................................            704
      (a)(2)             ................................            N.A.


                                      -i-
<PAGE>

       (b)               ................................            707
       (c)               ................................            106
    317(a)(1)            ................................            708
      (a)(2)             ................................            709
       (b)               ................................            503
     318 (a)             ................................            1401
       (b)               ................................            N.A.
       (c)               ................................            1401

N.A. means not applicable.

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













                                     -ii-
<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE........................1
   Section 101.   Definitions................................................1
   Section 102.   Other Definitions..........................................7
   Section 103.   Incorporation by Reference of TIA..........................7
   Section 104.   Compliance Certificates and Opinions.......................8
   Section 105.   Form of Documents Delivered to Trustee.....................8
   Section 106.   Acts of Holders............................................9
   Section 107.   Notices, Etc., to Trustee and Company.....................11
   Section 108.   Notice to Holders; Waiver.................................11
   Section 109.   Communication by Holders with Other Holders...............12
   Section 110.   Rules of Construction.....................................12


ARTICLE II. SECURITY FORMS..................................................12

   Section 201.   Forms Generally...........................................12
   Section 202.   Form of Trustee's Certificate of Authentication...........12
   Section 203.   Form of Legend for Global Securities......................13

ARTICLE III. THE SECURITIES.................................................13

   Section 301.   Amount Unlimited; Issuable in Series......................13
   Section 302.   Denominations.............................................16
   Section 303.   Execution, Authentication, Delivery and Dating............16
   Section 304.   Temporary Securities......................................18
   Section 305.   Registration, Registration of Transfer and Exchange.......19
   Section 306.   Mutilated, Destroyed, Lost and Stolen Securities..........20
   Section 307.   Payment of Interest; Interest Rights Preserved............21
   Section 308.   Persons Deemed Owners.....................................22
   Section 309.   Cancellation..............................................23
   Section 310.   Computation of Interest...................................23
   Section 311.   CUSIP Number..............................................23

ARTICLE IV. REDEMPTION OF SECURITIES........................................23

   Section 401.   Applicability of Article..................................23
   Section 402.   Notices to Trustee........................................24
   Section 403.   Selection of Securities to Be Redeemed....................24
   Section 404.   Notice of Redemption......................................24
   Section 405.   Effect of Notice of Redemption............................25
   Section 406.   Deposit of Redemption Price...............................25
   Section 407.   Securities Payable on Redemption Date.....................26
   Section 408.   Securities Redeemed in Part...............................26



                                     -iii-
<PAGE>

ARTICLE V. COVENANTS........................................................26

   Section 501.   Payment of Principal, Premium and Interest................26
   Section 502.   Maintenance of Office or Agency...........................27
   Section 503.   Money for Securities Payments to Be Held in Trust.........27
   Section 504.   Commission Reports........................................29
   Section 505.   Compliance Certificate....................................29
   Section 506.   Taxes.....................................................30
   Section 507.   Stay, Extension and Usury Laws............................30
   Section 508.   Corporate Existence.......................................30
   Section 509.   Calculation of Original Issue Discount....................30
   Section 510.   Waiver of Certain Covenants...............................30

ARTICLE VI. SUCCESSORS......................................................31

   Section 601.   Limitations On Mergers, Consolidations or Sales of
                  Assets....................................................31
   Section 602.   Successor Corporation Substituted.........................31

ARTICLE VII. DEFAULTS AND REMEDIES..........................................32

   Section 701.   Events of Default.........................................32
   Section 702.   Acceleration..............................................33
   Section 703.   Other Remedies............................................34
   Section 704.   Waiver of Past Defaults...................................34
   Section 705.   Control by Majority.......................................34
   Section 706.   Limitation on Suits.......................................35
   Section 707.   Rights of Holders to Receive Payment......................35
   Section 708.   Collection Suit by Trustee................................35
   Section 709.   Trustee May File Proofs of Claim..........................36
   Section 710.   Priorities................................................36
   Section 711.   Undertaking for Costs.....................................37

ARTICLE VIII. TRUSTEE.......................................................37

   Section 801.   Duties of Trustee.........................................37
   Section 802.   Rights of Trustee.........................................38
   Section 803.   Individual Rights of Trustee..............................39
   Section 804.   Trustee's Disclaimer......................................39
   Section 805.   Notice of Defaults........................................39
   Section 806.   Preservation of Information...............................39
   Section 807.   Reports by Trustee to Holders.............................39
   Section 808.   Compensation and Indemnity................................40
   Section 809.   Resignation and Removal; Appointment of Successor.........40
   Section 810.   Acceptance of Appointment by Successor....................42
   Section 811.   Merger, Conversion, Consolidation or Succession to
                  Business..................................................43
   Section 812.   Eligibility; Disqualification.............................43
   Section 813.   Preferential Collection of Claims Against Company.........44
   Section 814.   Appointment of Authenticating Agent.......................44
   Section 815.   Trustee's Application for Instructions from the Company...45



                                      -iv-
<PAGE>

ARTICLE IX. DISCHARGE OF INDENTURE..........................................46

   Section 901.   Defeasance and Discharge of this Indenture and the
                  Securities................................................46
   Section 902.   Legal Defeasance and Discharge............................46
   Section 903.   Covenant Defeasance.......................................46
   Section 904.   Conditions to Legal or Covenant Defeasance................47
   Section 905.   Deposited Money and Government Securities to be Held in
                  Trust; Other Miscellaneous Provisions.....................48
   Section 906.   Repayment to Company......................................49
   Section 907.   Reinstatement.............................................49

ARTICLE X. AMENDMENT, SUPPLEMENT AND WAIVER.................................50

   Section 1001.  Without Consent of Holders................................50
   Section 1002.  With Consent of Holders...................................51
   Section 1003.  Execution of Supplemental Indentures......................52
   Section 1004.  Effect of Supplemental Indentures.........................52
   Section 1005.  Compliance with TIA.......................................52
   Section 1006.  Revocation and Effect of Consents.........................52
   Section 1007.  Reference in Securities to Supplemental Indentures........53
   Section 1008.  Notice of Supplemental Indentures.........................53

ARTICLE XI. SINKING FUNDS...................................................53

   Section 1101.  Applicability of Article..................................53
   Section 1102.  Satisfaction of Sinking Fund Payments with Securities.....53
   Section 1103.  Redemption of Securities for Sinking Fund.................54

ARTICLE XII. REPURCHASE OF SECURITIES AT OPTION OF HOLDERS..................54

   Section 1201.  Applicability of Article..................................54
   Section 1202.  Notice of Repurchase Date.................................54
   Section 1203.  Deposit of Repurchase Price...............................55
   Section 1204.  Securities Payable on Repurchase Date.....................55
   Section 1205.  Securities Repurchased in Part............................56

ARTICLE XIII. SUBORDINATION.................................................56

   Section 1301.  Agreement to Subordinate..................................56
   Section 1302.  Distribution on Dissolution, Liquidation and
                  Reorganization............................................56
   Section 1303.  No Payment When Senior Debt in Default....................58
   Section 1304.  Payment to Holders of Senior Debt.........................58
   Section 1305.  Subrogation...............................................58
   Section 1306.  Payment on Securities Permitted...........................59
   Section 1307.  Authorization of Holders to Trustee to Effect
                  Subordination.............................................59
   Section 1308.  No Waiver of Subordination Provisions.....................59
   Section 1309.  Trustee as Holder of Senior Debt..........................60
   Section 1310.  Notices to Trustee........................................60
   Section 1311.  No Fiduciary Duty by Trustee to Holders of Senior Debt....61
   Section 1312.  Paying Agent Treated as Trustee...........................61



                                      -v-
<PAGE>

ARTICLE XIV. MISCELLANEOUS..................................................61

   Section 1401.  TIA Controls..............................................61
   Section 1402.  Rules by Trustee and Agents...............................61
   Section 1403.  Legal Holidays............................................61
   Section 1404.  No Personal Liability of Directors, Officers, Employees
                  and Stockholders..........................................61
   Section 1405.  Governing Law.............................................62
   Section 1406.  No Adverse Interpretation of Other Agreements.............62
   Section 1407.  Successors................................................62
   Section 1408.  Severability..............................................62
   Section 1409.  Benefits of Indenture.....................................62
   Section 1410.  Counterpart Originals.....................................62
   Section 1411.  Table of Contents, Headings, etc..........................62

















                                      -vi-
<PAGE>

     INDENTURE, dated as of __________________, ____ between PEMSTAR INC., a
corporation duly organized and existing under the laws of the State of Minnesota
(herein called the "Company"), having its principal office at 3535 Technology
Drive N.W., Rochester, Minnesota 55901, and _________________________________, a
___________________, as Trustee (herein called the "Trustee"), having its
principal corporate trust office at ___________________________________________.

                             RECITALS OF THE COMPANY

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

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

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     For and in consideration of the premises and the purchase of the Securities
by the Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Securities or of series thereof
(including holders from time to time of the Securities of any series held
through a Holder which is a Depositary (as defined herein)), as follows:

                                   ARTICLE I.
                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 101.  Definitions.
              -----------

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

     "Agent" means any Authenticating Agent, Security Registrar, Paying Agent or
co-registrar.

     "Board of Directors" means the Board of Directors of the Company or any
duly authorized (generally or in any particular respect) committee appointed by
that board.

     "Board Resolution" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Company to have been duly adopted by the Board
of Directors and to be in full force and effect on the date of such
certification. Where any provision of this Indenture refers to action to be
taken pursuant to a Board Resolution (including establishment of any series of
the Securities and the forms and terms thereof), such action may be taken by any
<PAGE>

committee, officer or employee of the Company authorized to take such action
(generally or in any particular respect) by a Board Resolution.

     "Business Day" means any day other than a Legal Holiday.

     "Capital Stock" means (i) in the case of a corporation, corporate stock
without limitation, common stock and preferred stock, (ii) in the case of an
association or business entity, any and all shares, interests, participations,
rights or other equivalents (however designated) of corporate stock, (iii) in
the case of a partnership, partnership interests (whether general or limited)
and (iv) any other interest or participation that confers on a Person the right
to receive a share of the profits and losses of, or distributions of assets of,
the issuing Person.

     "Commission" means the Securities and Exchange Commission.

     "Common Stock" means the common stock, par value $.01 per share, of the
Company.

     "Company" means the Person named as the "Company" in the first paragraph of
this instrument, as obligor under the Securities, unless and until a successor
replaces the Company in accordance with Article 6 hereof and thereafter means
such successor.

     "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman of the Board, its President,
its Chief Executive Officer, its Chief Operating Officer, its Chief Financial
Officer, a Vice President, its Treasurer, an Assistant Treasurer, its Secretary
or an Assistant Secretary, or by any other officer of the Company authorized to
sign by a Board Resolution, and delivered to the Trustee.

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

     "Default" means any event that is or with the passage of time or the giving
of notice or both would be an Event of Default.

     "Depositary" means, with respect to the Securities of any series issuable
or issued in whole or in part in the form of one or more Global Securities, the
clearing agency registered under the Exchange Act, specified for that purpose as
contemplated by Section 301 or any successor clearing agency registered under
the Exchange Act as contemplated by Section 305, and if at any time there is
more than one such Person, "Depositary" as used with respect to the Securities
of any series shall mean the Depositary with respect to the Securities of such
series.

     "Disqualified Stock" means any Capital Stock that, by its terms (or by the
terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at
the option of the Holder thereof, in whole or in part, on or prior to the date
that is 91 days after the date on which the Securities of any series then
outstanding mature.

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

                                      -2-
<PAGE>

     "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession in the United States, which are in effect from time to time.

     "Global Security" means a Security bearing the legend specified in Section
203 evidencing all or part of a series of Securities, issued to the Depositary
for such series or its nominee, and registered in the name of such Depositary or
nominee.

     "Government Securities" means securities issued or directly and fully
guaranteed or insured by the United States government or any agency or
instrumentality thereof.

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

     "Indebtedness" means any indebtedness for money borrowed.

     "Indenture" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof and shall
include the terms of particular series of Securities established as contemplated
by Section 301; provided, however, that, if at any time more than one Person is
acting as Trustee under this instrument due to the appointment of one or more
separate Trustees for any one or more separate series of Securities pursuant to
Section 809(e), "Indenture" shall mean, with respect to such series of
Securities for which any such Person is Trustee, this instrument as originally
executed or as it may from time to time be supplemented or amended by one or
more indentures supplemental hereto entered into pursuant to the applicable
provisions hereof and shall include the terms of particular series of Securities
for which such Person is Trustee established as contemplated by Section 301,
exclusive, however, of any provisions or terms which relate solely to other
series of Securities for which such Person is not Trustee, regardless of when
such terms or provisions were adopted, and exclusive of any provisions or terms
adopted by means of one or more indentures supplemental hereto executed and
delivered after such Person had become such Trustee but to which such Person, as
such Trustee, was not a party.

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

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

     "Junior Subordinated Debt" means any Indebtedness of the Company created or
evidenced by an instrument which expressly provides that such Indebtedness is
subordinated in right of payment to the Securities.

     "Lien" means any mortgage, lien, pledge, charge, security interest or
encumbrance of any kind.

                                      -3-
<PAGE>

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

     "Officers" means the Chairman of the Board, the Chief Executive Officer,
the President, the Chief Operating Officer, the Chief Financial Officer, the
Treasurer, any Assistant Treasurer, the Controller, the Secretary, any Assistant
Secretary and any Vice President of the Company or any Subsidiary, as the case
may be.

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

     "Opinion of Counsel" means an opinion from legal counsel who is reasonably
acceptable to the Trustee. The counsel may be an employee of or counsel to the
Company, any Subsidiary or the Trustee.

     "Original Issue Discount Security" means any Security which provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 702.

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

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

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

          (iii) Securities which have been paid pursuant to Section 306 or in
     exchange for or in lieu of which other Securities have been authenticated
     and delivered pursuant to this Indenture, other than any such Securities in
     respect of which there shall have been presented to the Trustee proof
     satisfactory to it that such Securities are held by a bona fide purchaser
     in whose hands such Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or whether a
quorum is present at a meeting of Holders of Securities, (i) the principal
amount of an Original Issue Discount Security that shall be deemed to

                                      -4-
<PAGE>

be Outstanding shall be the amount of the principal thereof that would be due
and payable as of the date of such determination upon acceleration of the
Maturity thereof pursuant to Section 702, and (ii) Securities owned by the
Company or any other obligor upon the Securities or any Affiliate of the Company
or of such other obligor shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Securities which a Responsible Officer of the Trustee actually
knows to be so owned shall be so disregarded. Securities so owned which have
been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such
other obligor.

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

     "Periodic Offering" means an offering of Securities of a series from time
to time the specific terms of which Securities, including without limitation the
rate or rates of interest (or formula for determining the rate or rates of
interest), if any, thereon, the Stated Maturity or Maturities thereof and the
redemption provisions, if any, with respect thereto, are to be determined by the
Company or its agents upon the issuance of such Securities.

     "Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization (including
any subdivision or ongoing business of any such entity or substantially all of
the assets of any such entity, subdivision or business).

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

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

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

     "Redemption Price", when used with respect to any Security or portion
thereof to be redeemed, means the price at which it is to be redeemed pursuant
to this Indenture.

     "Regular Record Date" for the interest payable on any Interest Payment Date
on the Securities of any series means the date specified for that purpose as
contemplated by Section 301.

     "Repurchase Date", when used with respect to any Security or portion
thereof to be repurchased, means the date fixed for such repurchase pursuant to
this Indenture.

                                      -5-
<PAGE>

     "Repurchase Price", when used with respect to any Security or portion
thereof to be repurchased, means the price at which it is to be repurchased
pursuant to this Indenture.

     "Responsible Officer", shall mean, when used with respect to the Trustee,
any officer within the corporate trust department of the Trustee, including any
vice president, assistant vice president, assistant secretary, assistant
treasurer, trust officer or any other officer of the Trustee who customarily
performs functions similar to those performed by the Persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is
referred because of such person's knowledge of and familiarity with the
particular subject and who shall have direct responsibility for the
administration of this Indenture.

     "Securities" has the meaning stated in the first recital of this Indenture
and more particularly means any Securities authenticated and delivered under
this Indenture; provided, however, that if at any time there is more than one
Person acting as Trustee under this Indenture, "Securities" with respect to the
Indenture as to which such Person is Trustee shall have the meaning stated in
the first recital of this Indenture and shall more particularly mean Securities
authenticated and delivered under this Indenture, exclusive, however, of
Securities of any series as to which such Person is not Trustee.

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

     "Security Register" and "Security Registrar" have the respective meanings
specified in Section 305.

     "Senior Debt" means all Indebtedness of the Company, except (i)
Indebtedness under the Securities, and (ii) Indebtedness (including, without
limitation, any Junior Subordinated Debt) created or evidenced by an instrument
which expressly provides that such Indebtedness is subordinated in right of
payment to any other Indebtedness of the Company. Notwithstanding anything to
the contrary in the foregoing, Senior Debt shall not include (x) any
Indebtedness of the Company to any of its Subsidiaries or other Affiliates and
(y) any Indebtedness incurred for the purchase of goods or materials or for
services obtained in the ordinary course of business (other than with the
proceeds of revolving credit borrowings permitted hereby).

     "Senior Payment Default" means any default in the payment of any Obligation
on any Senior Debt when due, whether at the stated maturity of any such payment
or by declaration of acceleration, call for redemption, mandatory repurchase,
payment or prepayment or otherwise.

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

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

                                      -6-
<PAGE>

Person or a Subsidiary of such Person or (b) the only general partners of which
are such Person or of one or more Subsidiaries of such Person (or any
combination thereof).

     "TIA" means the Trust Indenture Act of 1939, as amended, as in effect on
the date on which this Indenture is qualified under the TIA.

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

Section 102.  Other Definitions.
              -----------------

                 Term                               Defined in Section
                 ----                               ------------------
         "Bankruptcy Law"                                    701
         "Covenant Defeasance"                               903
         "Custodian"                                         701
         "Event of Default"                                  701
         "Legal Defeasance"                                  902
         "Legal Holiday"                                    1403
         "Notice of Default"                                 701
         "Proceedings"                                      1302
         "Obligations"                                      1302
         "Securities Payment"                               1302

Section 103.  Incorporation by Reference of TIA.
              ---------------------------------

     Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture.

     The following TIA terms used in this Indenture have the following meanings:

     "indenture securities" means the Securities;

     "indenture security holder" means a Holder;

     "indenture to be qualified" means this Indenture;

     "indenture trustee" or "institutional trustee" means the Trustee;

     "obligor" on the Securities means the Company and any successor obligor
upon the Securities.

     All other terms used in this Indenture that are defined by the TIA, defined
by TIA reference to another statute or defined by Commission rule under the TIA
have the meanings so assigned to them.

                                      -7-
<PAGE>

Section 104.  Compliance Certificates and Opinions.
              ------------------------------------

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

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

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

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

          (3) a statement that, in the opinion of each such individual, he or
     she has made such examination or investigation as is necessary to enable
     him or her to express an informed opinion whether such covenant or
     condition has been complied with; and

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

     Every such certificate provided under this Indenture shall be without
personal recourse to the individual executing the same and may include an
express statement to such effect.

Section 105.  Form of Documents Delivered to Trustee.
              --------------------------------------

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

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

                                      -8-
<PAGE>

to be based on the certificates or opinions of other counsel, in which event it
shall be accompanied by a copy of such other certificates or opinions.

     Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument. All applications, requests, certificates, statements or
other instruments given under this Indenture shall be without personal recourse
to any individual giving the same and may include an express statement to such
effect.

Section 106.  Acts of Holders.
              ---------------

     (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders (including Persons who hold their Securities
through a Holder which is a Depositary) in person or by an agent duly appointed
in writing, and, except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the
Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 801) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.

     Without limiting the generality of the foregoing, a Holder, including a
Depositary that is a Holder of a Global Security, may make, give or take, by a
proxy or proxies duly appointed in writing, any request, demand, authorization,
direction, notice, consent, waiver or other action provided or permitted by this
Indenture to be made, given or taken by the Holders, and a Depositary that is a
Holder of a Global Security may provide its proxy or proxies to the beneficial
owners of interest in any such Global Security.

     (b) The fact and date of the execution by any Person of any such instrument
or writing may be proved in any reasonable manner provided that, in any
instance, the Trustee may require further proof with respect to any matter
referred to in this Section.

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

     (d) The Company may fix any day as the record date for the purpose of
determining the Holders (including Persons who hold Securities through a Holder
which is a Depositary) of Securities of any series entitled to give or take any
request, demand, authorization, direction, notice, consent, waiver or other
action, or to vote on any action, authorized or permitted to be given or taken
by Holders of Securities of such series. If not set by the Company prior to the
first solicitation of a Holder of Securities of such series made by any Person
in respect of any such action, or, in the case of any such vote, prior to such
vote, the record date for any such action or vote shall be the 30th day (or, if
later, the date of the most recent list of Holders required to be provided
pursuant to TIA ss. 312) prior to such first solicitation or vote, as the case
may be. With regard to any record date for action to be taken by the Holders
(including Persons

                                      -9-
<PAGE>

who hold Securities through a Holder which is a Depositary) of one or more
series of Securities, only the Holders of Securities of such series on such date
(or their duly designated proxies) shall be entitled to give or take, or vote
on, the relevant action.

     With regard to any action that may be given or taken hereunder only by
Holders (including Persons who hold their Securities through a Holder which is a
Depositary) of a requisite principal amount of Outstanding Securities of any
series (or their duly appointed agents) and for which a record date is set
pursuant to this subsection (d), the Company may, at its option, set an
expiration date after which no such action purported to be given or taken by any
Holder shall be effective hereunder unless given or taken on or prior to such
expiration date by Holders (including Persons who hold Securities through a
Holder which is a Depositary) of the requisite principal amount of Outstanding
Securities of such series on such record date (or their duly appointed agents).
On or prior to any expiration date set pursuant to this subsection (d), the
Company may, on one or more occasions at its option, extend such date to any
later date. Nothing in this subsection (d) shall prevent any Holder (or any duly
appointed agent thereof) from giving or taking, after any expiration date, any
action identical to, or, at any time, contrary to or different from any action
given or taken, or purported to have been given and taken, hereunder by a Holder
on or prior to such date, in which event the Company may set a record date in
respect hereof pursuant to this subsection (d).

     Notwithstanding the foregoing, upon actual receipt by a Responsible Officer
of the Trustee, with respect to Securities of any series, of (i) any Notice of
Default pursuant to Section 701, (ii) any declaration or acceleration, or any
rescission and annulment of any such declaration, pursuant to Section 702, or
(iii) any waiver given pursuant to Section 704 (any such notice, declaration,
rescission and annulment, or waiver being referred to herein as a "Direction"),
a record date shall automatically and without any other action by any Person be
set for the purpose of determining the Holders (including Persons who hold
Securities through a Holder which is a Depositary) of Outstanding Securities of
such series entitled to join in such Direction, which record date shall be the
close of business on the day the Trustee receives such Direction. The Holders
(including Persons who hold Securities through a Holder which is a Depositary)
of Outstanding Securities of such series on such record date (or their duly
appointed agents), and only such Persons, shall be entitled to join in such
Direction, whether or not such Holders remain Holders after such record date;
provided that, unless such Direction shall have become effective by virtue of
Holders (including Persons who hold Securities through a Holder which is a
Depositary) of the requisite principal amount of Outstanding Securities of such
series on such record date (or their duly appointed agents) having joined
therein on or prior to the 90th day after such record date, such Direction shall
automatically and without any action by any Person be canceled and be of no
further effect. Nothing in this paragraph shall prevent a Holder (or duly
appointed agent thereof) from giving, before or after the expiration of such
90-day period, a Direction contrary to or different from, or, after the
expiration of such period, identical to, a Direction that has been canceled
pursuant to the proviso to the preceding sentence, in which event a new record
date in respect thereof shall be set pursuant to this subsection (d).

     (e) Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Security shall bind every future Holder of the
same Security and the Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor

                                      -10-
<PAGE>

or in lieu thereof in respect of anything done, omitted or suffered to be done
by the Trustee or the Company in reliance thereon, whether or not notation of
such action is made upon such Security.

Section 107.  Notices, Etc., to Trustee and Company.
              -------------------------------------

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

          (i) the Trustee by any Holder or by the Company shall be sufficient
     for every purpose hereunder (unless otherwise herein expressly provided) if
     in writing and mailed, postage prepaid and return receipt requested, or
     sent by overnight courier to a Responsible Officer of the Trustee at its
     Corporate Trust Office, Attention: Corporate Trust Administration, or

          (ii) the Company by the Trustee or by any Holder shall be sufficient
     for every purpose hereunder (unless otherwise herein expressly provided) if
     in writing and mailed, postage prepaid and return receipt requested, or
     sent by overnight courier to the Company addressed to it at the address of
     its principal office specified in the first paragraph of this instrument
     (Attention: General Counsel) or at any other address previously furnished
     in writing to a Responsible Officer of the Trustee by the Company.

Section 108.  Notice to Holders; Waiver.
              -------------------------

     Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder (including
Persons who hold Securities through a Holder which is a Depositary if the name
and address of such beneficial holder has been provided in writing to the Person
required to give such notice prior to the date such notice is given) affected by
such event, at such Holder's address as it appears in the Security Register or
as provided in writing by the Depositary, not later than the latest date, and
not earlier than the earliest date, prescribed for the giving of such notice. In
any case where notice to Holders is given by mail, neither the failure to mail
such notice, nor any defect in any notice so mailed, to any particular Holder
shall affect the sufficiency of such notice with respect to other Holders. Any
notice mailed to the Holder in the manner herein prescribed shall be
conclusively deemed to have been received by such Holder, whether or not such
Holder actually receives such notice. 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
a Responsible Officer of the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.

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

                                      -11-
<PAGE>

Section 109.  Communication by Holders with Other Holders.
              -------------------------------------------

     Holders may communicate pursuant to TIA ss. 312(b) with other Holders with
respect to their rights under this Indenture or the Securities. The Company, the
Trustee, the Registrar and anyone else shall have the protection of TIA ss.
312(c).

Section 110.  Rules of Construction.
              ---------------------

     Unless the context otherwise requires:

          (1) a term has the meaning assigned to it;

          (2) an accounting term not otherwise defined has the meaning assigned
     to it in accordance with GAAP;


          (3) "or" is not exclusive;

          (4) words in the singular include the plural, and in the plural
     include the singular; and

          (5) provisions apply to successive events and transactions.


                                  ARTICLE II.
                                 SECURITY FORMS

Section 201.  Forms Generally.
              ---------------

     The Securities of each series, including Global Securities representing
Securities of such series, shall be in the form established, without the
approval of any Holders or the Trustee, by or pursuant to a Board Resolution in
accordance with Section 301 or by one or more indentures supplemental hereto, in
each case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution of the
Securities.

     The definitive Securities may 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 202.  Form of Trustee's Certificate of Authentication.
              -----------------------------------------------

     The Trustee's certificate of authentication shall be in substantially the
following form:

     This is one of the Securities of the series designated therein and issued
pursuant to the within-mentioned Indenture.

                                       Dated:  _____________________________

                                       __________________________, as Trustee

                                       By  _________________________________
                                           Authorized Signatory

                                      -12-
<PAGE>

Section 203.  Form of Legend for Global Securities.
              ------------------------------------

     Any Global Security authenticated and delivered hereunder shall, in
addition to the provisions established by or pursuant to a Board Resolution or
in one or more indentures supplemental hereto in accordance with Section 201,
bear a legend in substantially the following form or such similar form as may be
required by the Depositary:

          "Unless this certificate is presented by an authorized representative
          of [Depositary] to the issuer or to its agent for registration of
          transfer, exchange or payment, and any certificate issued is
          registered in the name of [Depositary Nominee] or such other name as
          requested by an authorized representative of [Depositary] and any
          payment is made to [Depositary Nominee], ANY TRANSFER, PLEDGE OR OTHER
          USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
          since the registered owner hereof, [Depositary Nominee], has an
          interest herein."


                                  ARTICLE III.
                                 THE SECURITIES

Section 301.  Amount Unlimited; Issuable in Series.
              ------------------------------------

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

     The Securities may be issued in one or more series. There shall be
established, without the approval of any Holders or the Trustee, by or pursuant
to authority granted by one or more Board Resolutions, and, subject to Section
303, there shall be set forth in an Officers' Certificate, or established in one
or more indentures supplemental hereto, prior to the initial issuance of
Securities of any series, all or any of the following, as applicable:

          (1) the title of the Securities of the series (which shall distinguish
     the Securities of the series from Securities of any other series) and the
     form of the Securities of the series;

          (2) any limit upon the aggregate principal amount of the Securities of
     the series which may be authenticated and delivered under this Indenture
     (except for Securities authenticated and delivered upon registration of
     transfer of, or in lieu of, other Securities of the series pursuant to
     Section 304, 305, 306, 1007 and 1205 and except for any Securities which,
     pursuant to Section 303, are deemed never to have been authenticated and
     delivered hereunder) and the absence of such limitation shall mean that

                                      -13-
<PAGE>

     the Company may issue from time to time additional securities of such
     series without limitation as to aggregate principal amount;

          (3) the Person to whom any interest on a Security of the series shall
     be payable, if other than the Person in whose name that Security (or one or
     more Predecessor Securities) is registered at the close of business on the
     Regular Record Date for such interest;

          (4) the date or dates, or the method by which such date or dates are
     determined or extended, on which the principal or installments of principal
     and premium, if any, of the Securities of the series is or are payable;

          (5) the rate or rates (which may be fixed or variable) at which the
     Securities of the series shall bear interest, if any, or the method by
     which such rate or rates shall be determined, the date or dates from which
     such interest shall accrue, the Interest Payment Dates on which such
     interest shall be payable, the Regular Record Date for the interest payable
     on any Interest Payment Date and the circumstances, if any in which the
     Company may defer interest payments and the basis upon which interest shall
     be calculated if other than that of a 360-day year of twelve 30-day months;

          (6) whether the Company shall be required to maintain an office in the
     Borough of Manhattan, the City of New York in accordance with Section 502
     hereof and the place or places, if any, where the principal of (and
     premium, if any) and interest on Securities of the series shall be payable,
     any Securities of the series may be surrendered for registration of
     transfer or exchange and notices and demands to or upon the Company with
     respect to the Securities of the series and this Indenture may be served,
     other than or in addition to the Corporate Trust Office of the Trustee and
     any office maintained for such purpose in the Borough of Manhattan, the
     City of New York in accordance with Section 502 hereof;

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

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

          (9) whether the Securities of the series will be convertible into or
     exchangeable for shares of Common Stock, and if so, the terms and
     conditions upon which such Securities will be so convertible or
     exchangeable, and any deletions from or modifications or additions to this
     Indenture to permit or to facilitate the issuance of such convertible or
     exchangeable Securities or the administration thereof;

          (10) the identity of each Security Registrar and Paying Agent, if
     other than or in addition to the Trustee;

                                      -14-
<PAGE>

          (11) if the amount of principal of, or any premium or interest on, any
     Securities of the series may be determined by reference to an index or
     pursuant to a formula, the manner in which such amounts shall be
     determined;

          (12) the applicability of, and any addition to or change in, the
     covenants and definitions currently set forth in this Indenture;

          (13) if other than denominations of $1,000 or any amount in excess
     thereof which is an integral multiple of $1,000, the denominations in which
     Securities of the series shall be issuable;

          (14) any other event or events of default applicable with respect to
     Securities of the series in addition to or in lieu of those provided in
     Section 701 and any change in the right of the Trustee or the Holders to
     declare the principal of or any premium or interest on such Securities due
     and payable;

          (15) if less than the principal amount thereof, the portion of the
     principal amount of Securities of the series which shall be payable upon
     declaration of acceleration of the Maturity thereof pursuant to Section
     702;

          (16) whether the Securities of the series shall be issued in whole or
     in part in the form of one or more Global Securities and, if so, (a) the
     Depositary with respect to such Global Security or Securities and (b) the
     circumstances under which any such Global Security may be exchanged for
     Securities registered in the name of, and any transfer of such Global
     Security may be registered to, a Person other than such Depositary or its
     nominee, if other than as set forth in Section 305;

          (17) if applicable, that the Securities of the series, in whole or any
     specified part, shall not be defeasible pursuant to Section 902 or Section
     903 or both such Sections and, if other than by a Company Order, the manner
     in which any election by the Company to defend such Securities shall be
     evidenced;

          (18) any other terms of the series (which terms shall not be
     inconsistent with the provisions of this Indenture, except as permitted by
     Section 1001(v)); and

          (19) CUSIP numbers.

     All Securities of any one series (other than Securities offered in a
Periodic Offering) shall be substantially identical except as to denomination
and except as may otherwise be provided by or pursuant to the Board Resolution
referred to above and, subject to Section 303, set forth, or determined in the
manner provided, in the Officers' Certificate referred to above or in any such
indenture supplemental hereto. All Securities of any one series need not be
issued at the same time. Unless otherwise provided, Securities of a single
series may have different terms, and a series may be reopened, without the
consent of the Holders of Securities of such series, for issuance of additional
Securities of such series.

     If any of the terms of the series are established by action taken pursuant
to a Board Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or

                                      -15-
<PAGE>

an Assistant Secretary of the Company and delivered to the Trustee at or prior
to the delivery of the Officers' Certificate setting forth the terms of the
series.

     With respect to Securities of a series offered in a Periodic Offering, such
Board Resolution and Officers' Certificate or supplemental indenture may provide
general terms or parameters for Securities of such series and provide either
that the specific terms of particular Securities of such series shall be
specified in a Company Order or that such terms shall be determined by the
Company or its agents in accordance with other procedures specified in a Company
Order as contemplated by the third paragraph of Section 303.

Section 302.  Denominations.
              -------------

     Unless otherwise provided in the applicable Officers' Certificate or
supplemental indenture, the Securities of each series shall be issued in
registered form without coupons in such denominations as shall be specified as
contemplated by Section 301. In the absence of any such provisions with respect
to the Securities of any series, the Securities of such series shall be issuable
in denominations of $1,000 or any amount in excess thereof which is an integral
multiple of $1,000.

Section 303.  Execution, Authentication, Delivery and Dating.
              ----------------------------------------------

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

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

     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, or, in the case of Securities
offered in a Periodic Offering, from time to time in accordance with such other
procedures (including, without limitation, the actual receipt by the Trustee of
electronic instructions from the Company or its duly authorized agents, promptly
confirmed in writing by the Company) acceptable to the Trustee as may be
specified from time to time by a Company Order for establishing the specific
terms of particular Securities being so offered, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities. If the
form or forms or terms of the Securities of the series have been established by
or pursuant to one or more Board Resolutions as permitted by Sections 201 and
301, in authenticating such Securities and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to Section 801) shall be
fully protected in conclusively relying upon

                                      -16-
<PAGE>

     (a) an Opinion of Counsel stating:

          (1) that the form or forms of such Securities have been established in
     conformity with the provisions of this Indenture;

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

          (3) that authentication and delivery of such Securities and the
     execution and delivery of the supplemental indenture, if any, by the
     Trustee will not violate the terms of the Indenture;

          (4) that the Company has the corporate power to issue, and has duly
     authorized, such Securities; and

          (5) that such Securities, when authenticated and delivered by a
     Responsible Officer of the Trustee and issued by the Company in the manner
     and subject to any conditions specified in such Opinion of Counsel, will
     constitute valid and legally binding obligations of the Company,
     enforceable against the Company in accordance with their terms, subject to
     bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance
     or transfer and other laws of general applicability relating to or
     affecting the enforcement of creditors' rights and to general equity
     principles;

     (b) an executed supplemental indenture, if any;

     (c) a copy of a Board Resolution; and

     (d) an Officers' Certificate;

provided, however, that, with respect to Securities of a series offered in a
Periodic Offering, the Trustee shall be entitled to receive such Opinion of
Counsel in connection only with the first authentication of each form of
Securities of such series and that the opinions described in clauses (a)(2) and
(a)(5) above may state, respectively, that

          (2) if the terms of such Securities are to be established pursuant to
          a Company Order or pursuant to such procedures as may be specified
          from time to time by a Company Order, all as contemplated by a Board
          Resolution or action taken pursuant thereto, such terms will have been
          duly authorized by the Company and established in conformity with the
          provisions of this Indenture; and

          (5) that such Securities, when executed by the Company, completed,
          authenticated and delivered by the Trustee in accordance with this
          Indenture, and issued and delivered by the Company and paid for, all
          in accordance with any agreement of the Company relating to the
          offering, issuance and sale of such Securities, will be duly issued
          under this Indenture and will constitute valid and legally binding
          obligations of the Company, enforceable against the Company in
          accordance with their terms, subject to bankruptcy, insolvency,
          reorganization, moratorium, fraudulent conveyance or transfer and
          other laws of general applicability relating to or affecting the
          enforcement of creditors' rights and to general equity principles.

                                      -17-
<PAGE>

     With respect to Securities of a series offered in a Periodic Offering, the
Trustee may conclusively rely, as to the authorization by the Company of any of
such Securities, the form or forms and terms thereof and the legality, validity,
binding effect and enforceability thereof, upon the Opinion of Counsel, Company
Order and other documents delivered pursuant to Sections 201 and 301 and this
Section, as applicable, in connection with the first authentication of a form of
Securities of such series and it shall not be necessary for the Company to
deliver such Opinion of Counsel and other documents (except as may be required
by the specified other procedures, if any, referred to above) at or prior to the
time of authentication of each Security of such series unless and until a
Responsible Officer of the Trustee receives notice that such Opinion of Counsel
or other documents have been superseded or revoked, and may assume compliance
with any conditions specified in such Opinion of Counsel (other than any
conditions to be performed by the Trustee). If such form or forms or terms have
been so established, the Trustee shall not be required to authenticate such
Securities if the issue of such Securities pursuant to this Indenture will
affect the Trustee's own rights, duties or immunities under the Securities and
this Indenture.

     Each Security shall be dated the date of its authentication.

     No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by a Responsible Officer of the Trustee by manual signature, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered hereunder
and is entitled to the benefits of this Indenture. Notwithstanding the
foregoing, if any Security shall have been authenticated and delivered hereunder
but never issued and sold by the Company, and the Company shall deliver such
Security to the Trustee for cancellation as provided in Section 309, for all
purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.

Section 304.  Temporary Securities.
              --------------------

     Pending the preparation of definitive Securities of any series, the Company
may execute, and upon Company Order a Responsible Officer of the Trustee shall
authenticate and deliver, temporary Securities which are printed, lithographed,
typewritten or otherwise produced, in any authorized denomination, substantially
of the tenor of the definitive Securities in lieu of which they are issued and
with such appropriate insertions, omissions, substitutions and other variations
as the officers executing such Securities may determine, as evidenced by their
execution of such Securities. In the case of Securities of any series, such
temporary Securities may be in the form of Global Securities.

     If temporary Securities of any series are issued, the Company will cause
definitive Securities of that series to be prepared without unreasonable delay.
After the preparation of definitive Securities of such series, the temporary
Securities of such series shall be exchangeable, subject to Section 305, for
definitive Securities of like tenor of such series upon surrender of the
temporary Securities of such series at the office or agency of the Company in a
Place of Payment for that series, without charge to the Holder. Upon surrender
for cancellation of any one or more temporary Securities of any series the
Company shall execute and a Responsible Officer of the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of
definitive

                                      -18-
<PAGE>

Securities of the same series and of like tenor and of any authorized
denominations. Until so exchanged the temporary Securities of any series shall
in all respects be entitled to the same benefits under this Indenture as
definitive Securities of such series and tenor.

Section 305.  Registration, Registration of Transfer and Exchange.
              ---------------------------------------------------

     The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register (the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities and of transfers of Securities. The Trustee is hereby
appointed "Security Registrar" of each series of Securities for the purpose of
registering Securities and transfers of Securities as herein provided at the
Corporate Trust Office.

     Upon surrender for registration of transfer of any Security of any series
at the office or agency of the Company in any Place of Payment for such series,
the Company shall execute and a Responsible Officer of the Trustee shall
authenticate and deliver (in the name of the designated transferee or
transferees) one or more new Securities of the same series, of any authorized
denominations and of a like aggregate principal amount and tenor and bearing a
number not contemporaneously outstanding.

     At the option of the Holder, Securities of any series may be exchanged for
other Securities of the same series, of any authorized denominations and of a
like aggregate principal amount and tenor, upon surrender of the Securities to
be exchanged at the office or agency of the Company in any Place of Payment for
such series. Whenever any Securities are so surrendered for exchange, the
Company shall execute, and a Responsible Officer of the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive.

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

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

     No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 1007 or 1205 not involving any transfer.

     The Company may but shall not be required (i) to issue, register the
transfer of or exchange Securities of any series during a period beginning at
the opening of business 15 days before the day of the mailing of a notice of
redemption of Securities of that series selected for redemption under Section
403 and ending at the close of business on the day of such mailing, (ii) to
register the transfer of or exchange any Security so selected for redemption in
whole or in

                                      -19-
<PAGE>

part, except the unredeemed portion of any Security being redeemed in part or
(iii) to register the transfer of or exchange any certificated Securities during
a period beginning five days before the date of Maturity with respect to such
Security and ending on such date of Maturity.

     Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 301, no Global Security shall be exchangeable pursuant
to this Section 305 for Securities registered in the name of, and no transfer of
a Global Security of any series may be registered to, any Person other than the
Depositary for such Security or its nominee, unless (i) such Depositary notifies
the Company that it is unwilling or unable to continue as Depositary for such
Global Security or the Company determines that the Depositary is unable to
continue as Depositary and the Company thereafter fails to appoint a successor
Depositary, (ii) the Company provides for such exchange or registration of
transfer pursuant to Section 301 of this Indenture, (iii) the Company executes
and delivers to the Trustee a Company Order that such Global Security shall be
so exchangeable and the transfer thereof so registrable, or (iv) there shall
have occurred and be continuing an Event of Default with respect to the
Securities of such series which entitles the Holders of such Securities to
accelerate the maturity thereof. Upon the occurrence in respect of any Global
Security of any series of any one or more of the conditions specified in clauses
(i), (ii), (iii) or (iv) of the preceding sentence or such other conditions as
may be specified as contemplated by Section 301 for such series, such Global
Security may be exchanged for Securities not bearing the legend specified in
Section 203 and registered in the names of such Persons as may be specified by
the Depositary (including Persons other than the Depositary or its nominees).

     Notwithstanding any other provision of this Indenture, a Global Security
may not be transferred except as a whole by the Depositary for such Global
Security to a nominee of the Depositary or by a nominee of the Depositary to the
Depositary or another nominee of the Depositary.

Section 306.  Mutilated, Destroyed, Lost and Stolen Securities.
              ------------------------------------------------

     If any mutilated Security, including a Global Security, is surrendered to
the Trustee or the Company, together with such security, bond or indemnity as
may be required by the Trustee or the Company to save each of them and any agent
of either of them harmless, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new Security, including a new
Global Security if the mutilated Security was a Global Security, of the same
series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding.

     If there shall be delivered to the Company and the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security, including
a Global Security if the destroyed, lost or stolen Security was a Global
Security, and (ii) such security or indemnity as may be required by them to save
each of them and any agent of either of them harmless, then, in the absence of
notice to the Company or the Trustee that such Security has been acquired by a
bona fide purchaser, the Company shall execute and upon its written request the
Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or
stolen Security, a new Security, including a Global Security if the destroyed,
lost or stolen Security was a Global Security, of the

                                      -20-
<PAGE>

same series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding.

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

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

     Every new Security of any series issued pursuant to this Section in lieu of
any destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, 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 this Indenture equally and proportionately with
any and all other Securities of that series duly issued hereunder. A new
Security shall have such legends as appeared on the old Security unless the
Company determines otherwise.

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

Section 307.  Payment of Interest; Interest Rights Preserved.
              ----------------------------------------------

     Unless otherwise provided as contemplated by Section 301 with respect to
any series of Securities, interest on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid
to the Person in whose name that Security (or one or more Predecessor
Securities) is registered in the Security Register at the close of business on
the Regular Record Date for such Interest Payment Date.

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

          (1) The Company may elect to make payment of any Defaulted Interest to
     the Persons in whose names the Securities of such series (or their
     respective Predecessor Securities) are registered at the close of business
     on a Special Record Date for the payment of such Defaulted Interest, which
     shall be fixed in the following manner. The Company shall notify the
     Trustee in writing of the amount of Defaulted Interest proposed to be paid
     on each Security of such series and the date of the proposed payment, and
     at the same time the Company shall deposit with the Trustee an amount of
     money equal to the aggregate amount proposed to be paid in respect of such
     Defaulted Interest or shall make arrangements satisfactory to the Trustee
     for such deposit prior to the date of the proposed payment, such money when
     deposited to be held in trust for the benefit of the Persons entitled to
     such Defaulted Interest as in this clause provided. Thereupon the

                                      -21-
<PAGE>

     Trustee shall fix a Special Record Date for the payment of such Defaulted
     Interest which shall be not more than 15 days and not less than 5 days
     prior to the date of the proposed payment and not less than 10 days after
     the receipt by the Trustee of the notice of the proposed payment. The
     Trustee shall promptly notify the Company of such Special Record Date and,
     in the name and at the expense of the Company, shall cause notice of the
     proposed payment of such Defaulted Interest and the Special Record Date
     therefor to be mailed, first-class postage prepaid, to each Holder of
     Securities of such series at such Holder's address as it appears in the
     Security Register, not less than 15 days prior to such Special Record Date.
     Notice of the proposed payment of such Defaulted Interest and the Special
     Record Date therefor having been so mailed, such Defaulted Interest shall
     be paid to the Persons in whose names the Securities of such series (or
     their respective Predecessor Securities) are registered at the close of
     business on such Special Record Date and shall no longer be payable
     pursuant to the following clause (2).

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

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

Section 308.  Persons Deemed Owners.
              ---------------------

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

     No holder of any beneficial interest in any Global Security held on its
behalf by a Depositary (or its nominees) shall have any rights under this
Indenture with respect to such Global security or any Security represented
thereby, and such Depositary may be treated by the Company, the Trustee, and any
agent of the Company or the Trustee as the owner of such Global Security or any
Security represented thereby for all purposes whatsoever. Notwithstanding the
foregoing, with respect to any Global Security, nothing herein shall prevent the
Company, the Trustee, or any agent of the Company or the Trustee, from giving
effect to any written certification, proxy or other authorization furnished by a
Depositary as Holder of such Global Security, or impair, as between a Depositary
and the owners of beneficial interests in such Global Security, the operation of
customary practices governing the exercise of the rights of the Depositary (or
its nominees) as Holder of such Global Security.

                                      -22-
<PAGE>

Section 309.  Cancellation.
              ------------

     All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly canceled by it. The Company may at any time deliver to the
Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and may
deliver to the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the Company
has not issued and sold, and all Securities so delivered shall be promptly
canceled by the Trustee. No Securities shall be authenticated in lieu of or in
exchange for any Securities canceled as provided in this Section, except as
expressly permitted by this Indenture. The Trustee is hereby directed by the
Company to cancel the Securities held by the Trustee (subject to the record
retention requirements of the Exchange Act), and the Trustee shall return such
canceled Securities to the Company.

Section 310.  Computation of Interest.
              -----------------------

     Except as otherwise specified pursuant to Section 301 for Securities of any
series, interest on the Securities of each series shall be computed on the basis
of a 360-day year of twelve 30-day months and no interest will accrue with
respect to the 31st day of any month.

Section 311.  CUSIP Number.
              ------------

     The Company in issuing the Securities may use "CUSIP" numbers, and if it
does so, the Trustee shall use the applicable CUSIP number in notices of
redemption or exchange as a convenience to Holders; provided that any such
notice may state that no representation is made as to the correctness or
accuracy of the CUSIP number printed in the notice or on the Securities, and
that reliance may be placed only on the other identification numbers printed on
the Securities. The Company will promptly notify the Trustee of any change in
any CUSIP number.

                                  ARTICLE IV.
                            REDEMPTION OF SECURITIES

Section 401.  Applicability of Article.
              ------------------------

     Unless otherwise specifically provided for in accordance with Section 301
with respect to any series of Securities, the Company shall have no mandatory
redemption or sinking fund obligations with respect to the Securities of any
series. Securities of any series which are redeemable before their Stated
Maturity in accordance with their terms as specifically established in
accordance with Section 301 shall be redeemable in accordance with their terms
and, except as otherwise provided by such terms, in accordance with this
Article.

Section 402.  Notices to Trustee.
              ------------------

     If the Company elects to redeem any Securities pursuant to any optional
redemption provisions established with respect to such series hereof, it shall
furnish to the Trustee, at least 40 days but not more than 60 days before the
Redemption Date, an Officers' Certificate setting forth (i) such Redemption
Date, (ii) the Redemption Price, (iii) if the Securities of such series have

                                      -23-
<PAGE>

different terms and less than all of the Securities of such series are to be
redeemed, the terms of the Securities to be redeemed and (iv) if less than all
the Securities of such series with identical terms are to be redeemed, the
principal amount of such Securities to be redeemed.

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

Section 403.  Selection of Securities to Be Redeemed.
              --------------------------------------

     If less than all of the Securities of like tenor of any series are to be
redeemed at any time, the Trustee shall select the particular Securities to be
redeemed among the Holders on a pro rata basis (and in such manner as complies
with applicable legal and stock exchange requirements, if any) or in such other
manner as the Trustee, in the exercise of its reasonable discretion, deems fair
and appropriate. In the event of partial redemption by lot, the particular
Securities to be redeemed from the Outstanding Securities of like tenor of such
series shall be selected, unless otherwise provided herein, not less than 30 nor
more than 60 days prior to the Redemption Date by the Trustee from the
Outstanding Securities of like tenor of such series not previously called for
redemption.

     The Trustee shall promptly notify the Company in writing of the Securities
selected for redemption and, in the case of any Security selected for partial
redemption, the principal amount thereof to be redeemed. Securities and portions
of them selected shall be in amounts of $1,000 or whole multiples of $1,000;
except that if all of the Securities of a Holder are to be redeemed, the entire
outstanding amount of Securities held by such Holder, even if not a multiple of
$1,000, shall be redeemed. Except as provided in the preceding sentence,
provisions of this Indenture that apply to Securities called for redemption also
apply to portions of Securities called for redemption.

Section 404.  Notice of Redemption.
              --------------------

     At least 30 days but not more than 60 days before a Redemption Date, notice
of redemption shall be delivered by first-class mail, postage prepaid, to each
Holder whose Securities are to be redeemed at each such Holder's address
appearing in the Security Register.

     The notice shall identify the Securities to be redeemed and shall state:

          (1) the Redemption Date;

          (2) the Redemption Price;

          (3) if less than all the Outstanding Securities of like tenor of any
     series are to be redeemed, the portion of the principal amount of any
     Security of such series to be redeemed and that, after the redemption date
     upon surrender of such Security, a new Security or Securities in principal
     amount equal to the unredeemed portion shall be issued;

                                      -24-
<PAGE>

          (4) the place or places where such Securities are to be surrendered
     for payment of the Redemption Price;

          (5) that, unless the Company defaults in making such redemption
     payment, interest on Securities called for redemption ceases to accrue on
     and after the Redemption Date;

          (6) the paragraph of the Securities and/or Section of this Indenture
     pursuant to which the Securities called for redemption are being redeemed;
     and

          (7) that no representation is made as to the correctness or accuracy
     of the CUSIP number, if any, listed in such notice or printed on the
     Securities.

     At the Company's request, the Trustee shall give the notice of redemption
in the Company's name and at its expense; provided, however, that the Company
shall have delivered to the Trustee, at least 40 days prior to the redemption
date, an Officers' Certificate requesting that the Trustee give such notice and
setting forth the information to be stated in such notice as provided in the
preceding paragraph. The notice mailed in the manner herein provided shall be
conclusively presumed to have been duly given whether or not the Holder receives
such notice. In any case, failure to give such notice by mail or any defect in
the notice to the Holder of any Security shall not affect the validity of the
proceeding for the redemption of any other Security.

Section 405.  Effect of Notice of Redemption.
              ------------------------------

     Once notice of redemption is mailed in accordance with Section 404 hereof,
Securities called for redemption become due and payable on the redemption date
at the redemption price plus accrued and unpaid interest, if any, to such date.

Section 406.  Deposit of Redemption Price.
              ---------------------------

     At or before 10:00 a.m. Eastern Time on the Redemption Date, the Company
shall deposit with the Trustee or with a Paying Agent (or, if the Company is
acting as its own Paying Agent, segregate and hold in trust as provided in
Section 503) an amount of money, sufficient to pay the redemption price of and
accrued interest on all Securities to be redeemed on that date. The Trustee or
the Paying Agent shall promptly return to the Company any money deposited with
the Trustee or the Paying Agent by the Company in excess of the amounts
necessary to pay the Redemption Price of (including any applicable premium), and
accrued interest on, all Securities to be redeemed.

Section 407.  Securities Payable on Redemption Date.
              -------------------------------------

     Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price, together with accrued interest
to the Redemption Date; provided, however, that, unless otherwise specified as
contemplated by

                                      -25-
<PAGE>

Section 301, installments of interest whose Stated Maturity is on or prior to
the Redemption Date shall be payable to the Holders of such Securities, or one
or more Predecessor Securities, registered as such at the close of business on
the relevant Regular Record Dates according to their terms and the provisions of
Section 307.

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

Section 408.  Securities Redeemed in Part.
              ---------------------------

     Any Security which is to be redeemed in part shall be surrendered at a
Place of Payment for such series (with, if the Company or the Trustee so
requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder thereof
or such Holder's attorney duly authorized in writing), and the Company shall
execute, and the Trustee shall authenticate and deliver to the Holder of such
Security without service charge, a new Security or Securities of the same series
and of like tenor, of any authorized denomination as requested by such Holder,
in aggregate principal amount equal to and in exchange for the unredeemed
portion of the principal of the Security so surrendered. To the extent a series
of Securities represented by a Global Security is to be redeemed only in part, a
notation of such redemption shall be made by the Trustee in the schedule of
exchanges on the Global Security.

                                   ARTICLE V.
                                    COVENANTS

Section 501.  Payment of Principal, Premium and Interest.
              ------------------------------------------

     The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of (and premium,
if any) and interest on the Securities of such series in accordance with the
terms of such Securities and this Indenture. Principal of (premium, if any) and
interest on the Securities of any series shall be considered paid on the date
due if the Paying Agent, if other than the Company or a Subsidiary of the
Company, holds as of 10:00 a.m. Eastern Time on the due date money, deposited by
the Company in immediately available funds and designated for and sufficient to
pay all principal, premium, if any, and interest then due. Such Paying Agent
shall return to the Company, no later than one Business Day following the date
of payment, any money (including accrued interest) that exceeds such amount of
principal (premium, if any) and interest paid on the Securities of such series.

     The Company shall, unless otherwise provided for as contemplated by Section
301, pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal of the Securities of any series at the rate
equal to 1% per annum in excess of the interest rate then applicable to such
series to the extent lawful. In addition, the Company shall pay interest on the
Securities of any series (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue installments of interest (without regard to
any applicable grace period) at the same rate to the extent lawful.

                                      -26-
<PAGE>

Section 502.  Maintenance of Office or Agency.
              -------------------------------

     Unless otherwise provided for as contemplated by Section 301, the Company
shall maintain in the Borough of Manhattan, the City of New York, and in each
Place of Payment for any series of securities, an office or agency (which may be
an office of the Trustee or an affiliate of the Trustee, the Security Registrar
or co-registrar) where Securities of such series may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company in respect of the Securities of such series and this Indenture may
be served. The Company shall give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain such an office or agency or shall fail
to furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, and the Company hereby appoints the Trustee as its agent to receive all
such presentations, surrenders, notices and demands.

     The Company may also from time to time designate one or more other offices
or agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligation, unless otherwise provided for
as contemplated by Section 301, to maintain an office or agency in the Borough
of Manhattan, the City of New York and in each Place of Payment for Securities
of any series for such purposes. The Company shall give prompt written notice to
the Trustee of any such designation or rescission and of any change in the
location of any such other office or agency.

Section 503.  Money for Securities Payments to Be Held in Trust.
              -------------------------------------------------

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

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

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

                                      -27-
<PAGE>

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

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

          (3) during the continuance of any such default by the Company (or any
     other obligor upon the Securities of such series) in the making of any
     payment of principal (and premium, if any) or interest on the Securities of
     such series, upon the written request of the Trustee, forthwith pay to the
     Trustee all sums so held in trust by such Paying Agent.

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

     Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of (and premium, if any)
or interest on any Security and remaining unclaimed for two years after such
principal (and premium, if any) or interest has become due and payable shall be
paid to the Company on Company Request, or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Security shall thereafter,
as an unsecured general creditor, look only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in the Borough of
Manhattan, the City of New York, notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from
the date of such publication, any unclaimed balance of such money then remaining
will be repaid to the Company on Company Request.

Section 504.  Commission Reports.
              ------------------

     (i) So long as any of the Securities remain Outstanding, the Company shall
cause copies of all current, quarterly and annual financial reports on Forms
8-K, 10-Q and 10-K, respectively, and all proxy statements, which the Company is
then required to file with the Commission pursuant to Section 13 or 15(d) of the
Exchange Act to be filed with the Trustee and mailed to the Holders of such
series of Securities at their addresses appearing in the Security Register
maintained by the Security Registrar, in each case, within 15 days of filing
with the Commission. The Company shall also comply with the provisions of TIA
ss. 314(a).

                                      -28-
<PAGE>

     (ii) If the Company is required to furnish annual or quarterly reports to
its stockholders pursuant to the Exchange Act, the Company shall cause any such
annual or quarterly report to its stockholders and any other financial report
furnished by it generally to its stockholders to be filed with the Trustee and
mailed to the Holders of each series of Securities Outstanding at their
addresses appearing in the Security Register maintained by the Security
Registrar, and such reports shall be in lieu of the delivery to such Holders of
the reports on Form 10-K and 10-Q described in clause (i) above if they contain
the information required by clause (i) above.

     (iii) Delivery of such reports, information and documents to the Trustee is
for information purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

Section 505.  Compliance Certificate.
              ----------------------

     (i) The Company shall deliver to the Trustee, within 120 days after the end
of each fiscal year, an Officers' Certificate stating that a review of the
activities of the Company and its Subsidiaries during the preceding fiscal year
has been made under the supervision of the signing Officers with a view to
determining whether each has kept, observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to his or her knowledge each entity has kept,
observed, performed and fulfilled each and every covenant contained in this
Indenture and is not in default in the performance or observance of any of the
terms, provisions and conditions of this Indenture (or, if a Default or Event of
Default shall have occurred, describing all such Defaults or Events of Default
of which he or she may have knowledge and what action each is taking or proposes
to take with respect thereto) and that to his or her knowledge no event has
occurred and remains in existence by reason of which payments on account of the
principal of or interest, if any, on the Securities of any series is prohibited
or if such event has occurred, a description of the event and what action each
is taking or proposes to take with respect thereto.

     (ii) The Company shall, so long as any of the Securities of any series are
Outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware
of (a) any Default or Event of Default with respect to such series of Securities
or (b) any event of default under any other mortgage, indenture or instrument,
an Officers' Certificate specifying such Default, Event of Default or event of
default and what action the Company is taking or proposes to take with respect
thereto.

Section 506.  Taxes.
              -----

     The Company shall pay, and shall cause each of its Subsidiaries to pay,
prior to delinquency, all material taxes, assessments and governmental levies
except (i) as contested in good faith by appropriate proceedings and with
respect to which appropriate reserves have been taken, if required, in
accordance with GAAP or (ii) where the failure to effect such payment is not
adverse in any material respect to the Holders.

                                      -29-
<PAGE>

Section 507.  Stay, Extension and Usury Laws.
              ------------------------------

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

Section 508.  Corporate Existence.
              -------------------

     Subject to Article 6 hereof, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect (i) its corporate
existence, and the corporate, partnership or other existence of each of its
Subsidiaries, in accordance with the respective organizational documents (as the
same may be amended from time to time) of the Company and each Subsidiary and
(ii) the rights (charter and statutory), licenses and franchises of the Company
and its Subsidiaries; provided, however, that the Company shall not be required
to preserve any such right, license or franchise, or the corporate, partnership
or other existence of any of its Subsidiaries, if the Company shall determine
that the preservation thereof is no longer desirable in the conduct of the
business of the Company and its Subsidiaries, taken as a whole, and that the
loss thereof is not adverse in any material respect to the Holders.

Section 509.  Calculation of Original Issue Discount.
              --------------------------------------

     The Company shall file with the Trustee promptly at the end of each
calendar year (i) a written notice specifying the amount of original issue
discount (including daily rates and accrual periods) accrued on Outstanding
Securities as of the end of such year and (ii) such other specific information
relating to such original issue discount as may then be relevant under the
Internal Revenue Code of 1986, as amended from time to time.

Section 510.  Waiver of Certain Covenants.
              ---------------------------

     Except as otherwise specified as contemplated by Section 301 for Securities
of such series, the Company may, with respect to the Securities of any series,
omit in any particular instance to comply with any term, provision, requirement
or condition set forth in any covenant provided pursuant to Section 301(18),
1001(ii) or 1001(vii) for the benefit of the Holders of such series or in
Section 505, 506 or 601 if, before the time for such compliance, the Holders of
at least a majority in principal amount of the Outstanding Securities of such
series shall, by act of such Holders, either waive such compliance in such
instance or generally waive compliance with such term, provision, requirement or
condition, but no such waiver shall extend to or affect such term, provision,
requirement or condition except to the extent so expressly waived, and, until
such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such term, provision, requirement or
condition shall remain in full force and effect.

                                      -30-
<PAGE>

                                  ARTICLE VI.
                                   SUCCESSORS

Section 601.  Limitations On Mergers, Consolidations or Sales of Assets.
              ---------------------------------------------------------

     The Company may not consolidate or merge with or into (whether or not the
Company is the surviving corporation), or sell, assign, transfer, lease, convey
or otherwise dispose of all or substantially all of its properties or assets in
one or more related transactions, to another Person unless:

          (i) the Company is the surviving Person or the Person formed by or
     surviving any such consolidation or merger (if other than the Company) or
     to which such sale, assignment, transfer, lease, conveyance or other
     disposition shall have been made is a corporation organized or existing
     under the laws of the United States, any state thereof or the District of
     Columbia;

          (ii) the Person formed by or surviving any such consolidation or
     merger (if other than the Company) or the Person to which such sale,
     assignment, transfer, lease, conveyance or other disposition shall have
     been made assumes all the obligations of the Company under the Securities
     and this Indenture pursuant to a supplemental indenture in a form
     reasonably satisfactory to the Trustee; and

          (iii) immediately after such transaction no Default or Event of
     Default exists.

Section 602.  Successor Corporation Substituted.
              ---------------------------------

     Upon any consolidation or merger, or any sale, assignment, transfer, lease,
conveyance or other disposition of all or substantially all of the assets of the
Company in accordance with Section 601 hereof, the successor corporation formed
by such consolidation or into or with which the Company is merged or to which
such sale, assignment, transfer, lease, conveyance or other disposition is made
shall succeed to, and be substituted for (so that from and after the date of
such consolidation, merger, sale, assignment, transfer, lease, conveyance or
other disposition, the provisions of this Indenture referring to the "Company"
shall refer instead to the successor corporation), and may exercise every right
and power of the Company under this Indenture with the same effect as if such
successor Person has been named as the Company, herein.

                                  ARTICLE VII.
                              DEFAULTS AND REMEDIES

Section 701.  Events of Default.
              -----------------

     "Event of Default", wherever used herein with respect to Securities of any
series, and unless otherwise provided with respect to Securities of any series
pursuant to Section 301, means any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

                                      -31-
<PAGE>

          (i) a default for 30 days in the payment when due of interest on any
     Security of such series;

          (ii) a default in payment when due of principal of or premium, if any,
     on any Security of such series at Maturity, upon redemption or otherwise;

          (iii) a failure by the Company to deposit any "mandatory sinking fund
     payment" (as defined in Section 1101 hereof), when and as due, in respect
     of the Securities of such series;

          (iv) a default in the performance or breach of Article 6;

          (v) failure by the Company for 60 days after notice to comply with any
     of its other agreements in this Indenture or any Security of such series;

          (vi) the Company or any Subsidiary of the Company pursuant to or
     within the meaning of any Bankruptcy Law:

               (a) commences a voluntary case,

               (b) consents to the entry of an order for relief against it in an
          involuntary case in which it is the debtor,

               (c) consents to the appointment of a Custodian of it or for all
          or substantially all of its property,

               (d) makes a general assignment for the benefit of its creditors,
          or

               (e) admits in writing its inability generally to pay its debts as
          the same become due;

          (vii) a court of competent jurisdiction enters an order or decree
     under any Bankruptcy Law that:

               (a) is for relief against the Company or any Subsidiary of the
          Company in an involuntary case in which it is the debtor,

               (b) appoints a Custodian of the Company or any Subsidiary thereof
          or for all or substantially all of the property of the Company or any
          Subsidiary thereof, or

               (c) orders the liquidation of the Company or any Subsidiary of
          the Company,

     and the order or decree remains unstayed and in effect for 60 days; and

          (viii) any other Event of Default provided with respect to Securities
     of such series pursuant to Section 301.

                                      -32-
<PAGE>

     The term "Bankruptcy Law" means title 11, U.S. Code or any similar Federal
or state law for the relief of debtors. The term "Custodian" means any receiver,
trustee, assignee, liquidator or similar official under any Bankruptcy Law.

     A Default under clause (v) is not an Event of Default with respect to any
series of Securities until the Trustee notifies the Company in writing, or the
Holders of at least 25% in principal amount of the then Outstanding Securities
of such series notify the Company and the Trustee in writing, of the Default and
the Company does not cure the Default within 60 days after receipt of such
notice. The written notice must specify the Default, demand that it be remedied
and state that the notice is a "Notice of Default."

     In the case of any Event of Default with respect to the Securities of any
series pursuant to the provisions of this Section 701 occurring by reason of any
willful action (or inaction) taken (or not taken) by or on behalf of the Company
or any of its Subsidiaries the primary purpose of which was to allow the Company
to avoid payment of the premium, if any, that the Company would have had to pay
with respect to the Securities of such series if the Company then had elected to
redeem such Securities pursuant to the optional redemption provisions, if any,
established in accordance with this Indenture with respect to such Securities,
an equivalent premium shall also become and be immediately due and payable if
such Securities are repaid to the extent permitted by law, anything in this
Indenture or in the Securities of such series to the contrary notwithstanding.

Section 702.  Acceleration.
              ------------

     If an Event of Default with respect to the Outstanding Securities of any
series (other than an Event of Default specified in clauses (vi) and (vii) of
Section 701) occurs and is continuing, the Trustee by notice to the Company, or
the Holders of not less than 25% in aggregate principal amount of the
Outstanding Securities of such series by written notice to the Company and the
Trustee, may declare the unpaid principal of (or, if any of the Securities of
such series are Original Issue Discount Securities, such lesser portion of the
principal amount of such Securities as may be specified in the terms thereof),
premium, if any, and any accrued and unpaid interest on all the Securities of
that series to be due and payable. Upon such declaration the principal (or
specified portion thereof), premium, if any, and interest shall be due and
payable immediately. If an Event of Default specified in clause (vi) or (vii) of
Section 701 occurs with respect to the Company or any Subsidiary thereof such an
amount shall ipso facto become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Holder. The Holders
of a majority in principal amount of the Outstanding Securities of such series
by written notice to the Trustee may rescind an acceleration and its
consequences if the rescission would not conflict with any judgment or decree
and if all existing Events of Default with respect to such series (except
nonpayment of principal or interest that has become due solely because of the
acceleration) have been cured or waived.

Section 703.  Other Remedies.
              --------------

     If an Event of Default with respect to the Outstanding Securities of any
series occurs and is continuing, the Trustee may pursue any available remedy
(under this Indenture or otherwise)

                                      -33-
<PAGE>

to collect the payment of principal, premium, if any, or interest on the
Securities of such series or to enforce the performance of any provision of such
Securities or this Indenture.

     The Trustee may maintain a proceeding at the expense of the Company with
respect to the Outstanding Securities of any series even if it does not possess
any of the Securities of such series or does not produce any of them in the
proceeding. A delay or omission by the Trustee or any Holder of such Securities
in exercising any right or remedy accruing upon an Event of Default shall not
impair the right or remedy or constitute a waiver of or acquiescence in the
Event of Default. All remedies are cumulative to the extent permitted by law.

Section 704.  Waiver of Past Defaults.
              -----------------------

     Holders of not less than a majority in aggregate principal amount of the
Outstanding Securities of any series by written notice to the Trustee may waive
an existing Default or Event of Default with respect to the Securities of such
series and its consequences, except a continuing Default or Event of Default in
the payment of the principal of, premium, if any, or interest on any Security of
such series held by a nonconsenting Holder (other than a rescission of
acceleration of the Securities of such series by the Holders of at least a
majority in aggregate principal amount of the Securities of such series and a
waiver of the payment default resulting from such acceleration). Upon any such
waiver, such Default shall cease to exist, and any Event of Default with respect
to the Securities of such series arising therefrom shall be deemed to have been
cured for every purpose of this Indenture; but no such waiver shall extend to
any subsequent or other Default or impair any right consequent thereon.

Section 705.  Control by Majority.
              -------------------

     Holders of a majority in principal amount of the Outstanding Securities of
any series may direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee with respect to such series or
exercising any trust or power conferred on the Trustee with respect to such
series. However, the Trustee may refuse to follow any direction that conflicts
with law or this Indenture that the Trustee determines may be unduly prejudicial
to the rights of other Holders of Securities of such series or that may involve
the Trustee in personal liability. The Trustee may take any other action which
it deems proper which is not inconsistent with any such direction.

Section 706.  Limitation on Suits.
              -------------------

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

          (i) the Holder gives to the Trustee written notice of a continuing
     Event of Default with respect to the Securities of such series;

          (ii) the Holders of at least 25% in principal amount of the
     Outstanding Securities of such series make a written request to the Trustee
     to pursue the remedy;

                                      -34-
<PAGE>

          (iii) such Holder or Holders offer and, if requested, provide to the
     Trustee indemnity satisfactory to the Trustee against any loss, liability
     or expense;

          (iv) the Trustee does not comply with the request within 60 days after
     receipt of the request and the offer and the provision of indemnity; and

          (v) during such 60-day period the Holders of a majority in principal
     amount of the Outstanding Securities of such series do not give the Trustee
     a direction inconsistent with the request.

A Holder may not use this Indenture to prejudice the rights of another Holder or
to obtain a preference or priority over another Holder.

Section 707.  Rights of Holders to Receive Payment.
              ------------------------------------

     Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of (and premium, if any) and (subject to Section 307)
interest on such Security on the Stated Maturity or Maturities expressed in such
Security (or, in the case of redemption, on the Redemption Date, or, in the case
of a repurchase right at the option of the Holder, if any, on the Repurchase
Date specified pursuant to Section 301) and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without
the consent of such Holder.

Section 708.  Collection Suit by Trustee.
              --------------------------

     If an Event of Default with respect to the Securities of any series
specified in Section 701(i) or (ii) occurs and is continuing, the Trustee is
authorized to recover judgment in its own name and as trustee of an express
trust against the Company or any other obligor for the whole amount of
principal, premium, if any, and interest remaining unpaid on the Securities of
such series and interest on overdue principal and, to the extent lawful,
interest, premium and such further amount as shall be sufficient to cover the
costs and expenses of collection, including the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

Section 709.  Trustee May File Proofs of Claim.
              --------------------------------

     The Trustee is authorized 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 (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders allowed in any judicial proceedings relative to the Company (or any
other obligor upon the Securities), its creditors or its property and shall be
entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to
the Trustee, and in the event that the Trustee shall make such payments directly
to the Holders, to pay to the Trustee any amount due to it for the compensation,
expenses, disbursements and advances of the Trustee, its agents and

                                      -35-
<PAGE>

counsel, and any other amounts due the Trustee under Section 808 hereof. To the
extent that the payment of any such compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 808 hereof out of the estate in any such proceeding, 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, money, securities
and other properties which the Holders may be entitled to receive in such
proceeding whether in liquidation or under any plan of reorganization or
arrangement or otherwise. Nothing herein contained shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Securities of any series or the rights of any Holder thereof, or
to authorize the Trustee to vote in respect of the claim of any Holder in any
such proceeding.

Section 710.  Priorities.
              ----------

     If the Trustee collects any money with respect to the Securities of any
series pursuant to this Article, it shall pay out the money in the following
order:

     First: to the Trustee, its agents and attorneys for amounts due under
Section 808, including payment of all compensation, expenses and liabilities
incurred, and all advances made, by the Trustee and the costs and expenses of
collection;

     Second: to Holders of the Securities of such series for amounts due and
unpaid on the Securities of such series for principal, premium, if any, and
interest, ratably, without preference or priority of any kind, according to the
amounts due and payable on the Securities of such series for principal, premium,
if any and interest, respectively;

     Third: without duplication, to Holders of the Securities of such series for
any other principal, interest, penalties, fees, indemnifications,
reimbursements, damages and other liabilities payable under the documentation
governing any Indebtedness owing to such Holders under this Indenture or the
Securities of such series; and

     Fourth: to the Company.

     The Trustee may fix a record date and payment date for any payment to
Holders.

Section 711.  Undertaking for Costs.
              ---------------------

     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 a
Trustee, a court in its discretion may require the filing by any party litigant
in the suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in the suit, having due regard to the
merits and good faith of the claims or defenses made by the party litigant. This
Section does not apply to a suit by the Trustee, a suit by a Holder pursuant to
Section 707, or a suit by Holders of more than 10% in principal amount of the
Outstanding Securities of the affected series.

                                      -36-
<PAGE>

                                 ARTICLE VIII.
                                     TRUSTEE

Section 801.  Duties of Trustee.
              -----------------

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

          (ii) With respect to the Securities of any series, except during the
     continuance of an Event of Default actually known to a Responsible Officer
     of the Trustee:

               (a) the duties of the Trustee shall be determined solely by the
          express provisions of this Indenture or the TIA and the Trustee need
          perform only those duties that are specifically set forth in this
          Indenture or the TIA and no others, and no implied covenants or
          obligations shall be read into this Indenture against the Trustee, and

               (b) in the absence of bad faith on its part, the Trustee may
          conclusively rely, as to the truth of the statements and the
          correctness of the opinions expressed therein, upon certificates or
          opinions furnished to the Trustee and conforming to the requirements
          of this Indenture; but in the case of any such certificates or
          opinions which by any 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 (but need not confirm or investigate the accuracy or
          mathematical calculations or other facts stated therein).

          (iii) The Trustee may not be relieved from liabilities for its own
     negligent action, its own negligent failure to act, or its own willful
     misconduct, except that:

               (a) this paragraph does not limit the effect of paragraph (ii) of
          this Section;

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

               (c) the Trustee shall not be liable with respect to any action it
          takes or omits to take in good faith in accordance with a direction
          received by it pursuant to Section 705 hereof.

          (iv) Whether or not therein expressly so provided, every provision of
     this Indenture that in any way relates to the Trustee is subject to
     paragraphs (i), (ii), and (iii) of this Section.

                                      -37-
<PAGE>

          (v) No provision of this Indenture shall require the Trustee to expend
     or risk its own funds or incur any liability. The Trustee may refuse to
     perform any duty or exercise any right or power unless it receives
     indemnity satisfactory to it against any loss, liability or expense.

          (vi) The Trustee shall not be liable for interest on any money
     received by it except as the Trustee may agree in writing with the Company.
     Money held in trust by the Trustee need not be segregated from other funds
     except to the extent required by law.

Section 802.  Rights of Trustee.
              -----------------

          (i) The Trustee may conclusively rely upon any document believed by it
     to be genuine and to have been signed or presented by the proper Person.
     The Trustee need not investigate any fact or matter stated in any such
     document.

          (ii) Any request or direction of the Company mentioned herein shall be
     sufficiently evidenced by a Company Request or Company Order or as
     otherwise expressly provided herein and any resolution of the Board of
     Directors may be sufficiently evidenced by a Board Resolution.

          (iii) Before the Trustee acts or refrains from acting, it may require
     an Officers' Certificate or an Opinion of Counsel or both. The Trustee
     shall not be liable for any action it takes or omits to take in good faith
     in reliance on such Officers' Certificate or Opinion of Counsel. The
     Trustee may consult with counsel of its selection and the advice of such
     counsel or any Opinion of Counsel shall be full and complete authorization
     and protection from liability in respect of any action taken, suffered or
     omitted by it hereunder in good faith and in reliance thereon.

          (iv) The Trustee may act through its attorneys and agents and shall
     not be responsible for the misconduct or negligence of any agent appointed
     with due care.

          (v) The Trustee shall not be liable for any action it takes or omits
     to take in good faith which it believes to be authorized or within its
     rights or powers conferred upon it by this Indenture.

Section 803.  Individual Rights of Trustee.
              ----------------------------

     The Trustee in its individual or any other capacity may become the owner or
pledgee of Securities and may otherwise deal with the Company or any Affiliate
of the Company with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other agent. Any
Agent may do the same with like rights. However, the Trustee is subject to
Sections 812 and 813 hereof.

Section 804.  Trustee's Disclaimer.
              --------------------

     The Trustee and the Authenticating Agent shall not be responsible for and
make no representation as to the validity or adequacy of this Indenture or the
Securities of any series, nor shall the Trustee or the Authenticating Agent be
accountable for the Company's use of the

                                      -38-
<PAGE>

proceeds from the Securities or any money paid to the Company or upon the
Company's direction under any provision of this Indenture, nor shall it or the
Authenticating Agent be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, nor shall it be responsible
for any statement or recital herein or any statement in the Securities of any
series or any other document in connection with the sale of the Securities or
pursuant to this Indenture other than its certificate of authentication.

Section 805.  Notice of Defaults.
              ------------------

     If a Default or Event of Default with respect to the Securities of any
series occurs and is continuing and if it is actually known to a Responsible
Officer of the Trustee, the Trustee shall mail to Holders of such Securities a
notice of the Default or Event of Default within 90 days after it occurs. Except
in the case of a Default or Event of Default in payment on any Security of any
series or in the payment of any sinking fund installment with respect to the
Securities of such series, the Trustee may withhold the notice if and so long as
a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of the Holders of Securities of such
series.

Section 806.  Preservation of Information.
              ---------------------------

     The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders of such series of Securities
received by the Trustee in its capacity as Security Registrar.

Section 807.  Reports by Trustee to Holders.
              -----------------------------

     Within 60 days after May 15 of each year commencing with the later of
May 15, ____ or the first May 15 after the first issuance of Securities pursuant
to this Indenture, the Trustee shall mail to the Holders of Securities of all
series a brief report dated as of such reporting date that complies with TIA ss.
313(a) (but if no event described in TIA ss. 313(a) has occurred within the
twelve months preceding the reporting date, no report need be transmitted). The
Trustee also shall comply with TIA ss. 313(b). The Trustee shall also transmit
by mail all reports as required by TIA ss. 313(c).

     A copy of each report at the time of its mailing to the Holders shall be
mailed to the Company and filed with the Commission and each stock exchange on
which the Securities are listed. The Company shall promptly notify the Trustee
when the Securities are listed on any stock exchange or delisted therefrom.

Section 808.  Compensation and Indemnity.
              --------------------------

     The Company shall pay to the Trustee from time to time such compensation
for its acceptance of this Indenture and services hereunder mutually
satisfactory to the Company and Trustee. The Trustee's compensation shall not be
limited by any law on compensation of a trustee of an express trust. The Company
shall reimburse the Trustee promptly upon request for all disbursements,
advances and expenses incurred or made by it in addition to the compensation for
its services. Such expenses shall include the reasonable compensation,
disbursements and expenses of the Trustee's agents and counsel.

                                      -39-
<PAGE>

     The Company shall fully indemnify the Trustee against any and all losses,
liabilities, claims, damages, or expenses (including taxes other than taxes
based on the income of the Trustee) incurred by it arising out of or in
connection with the acceptance of its duties and the administration of the
trusts under this Indenture, except as set forth below. The Trustee shall notify
the Company promptly of any claim for which it may seek indemnity. Failure by
the Trustee to so notify the Company shall not relieve the Company of its
obligations hereunder. The Company shall defend the claim and the Trustee shall
cooperate in the defense. The Trustee may have separate counsel of its own
selection and the Company shall pay the reasonable fees and expenses of such
counsel. The Company need not pay for any settlement made without its consent,
which consent shall not be unreasonably withheld.

     The obligations of the Company under this Section 808 shall survive the
satisfaction and discharge of this Indenture.

     The Company need not reimburse any expense or indemnify against any loss or
liability incurred by the Trustee through its own negligence or willful
misconduct.

     To secure the Company's payment obligations in this Section 808, the
Trustee shall have a Lien prior to the Securities on all money or property held
or collected by the Trustee, except that held in trust to pay principal and
interest on the Securities of any series. Such Lien shall survive the
satisfaction and discharge of this Indenture.

     When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 701(viii) or (ix) hereof occurs, the expenses and
the compensation for the services (including the fees and expenses of its agents
and counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

Section 809.  Resignation and Removal; Appointment of Successor.
              -------------------------------------------------

     (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 810.

     (b) The Trustee may resign at any time with respect to the Securities of
one or more series by giving written notice thereof to the Company specifying
its intention to resign, the applicable series affected by such resignation, the
reason therefor and the date upon which such resignation shall become effective.
Notwithstanding the foregoing, unless the reason for such resignation is a
conflict pursuant to TIA ss. 310(b) as provided in Section 812 hereof, the
Trustee must resign with respect to all Securities if the Trustee resigns with
respect to any series of Securities. If the instrument of acceptance by a
successor Trustee required by Section 810 shall not have been delivered to the
Trustee within 60 days after the giving of such notice of resignation, the
resigning Trustee may petition at the expense of the Company any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.

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

                                      -40-
<PAGE>

     (d) If at any time:

          (1) the Trustee shall fail to comply with TIA ss. 310(b) after written
     request therefor by the Company or by any Holder who has been a bona fide
     Holder of a Security for at least six months, or

          (2) the Trustee shall cease to be eligible under Section 812 and shall
     fail to resign after written request therefor by the Company or by any such
     Holder, or

          (3) the Trustee shall become incapable of acting or shall be adjudged
     a bankrupt or insolvent or a receiver of the Trustee or of its property
     shall be appointed or any public officer shall take charge or control of
     the Trustee or of its property or affairs for the purpose of
     rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to any one or more series of Securities or all Securities,
or (ii) subject to Section 711, any Holder who has been a bona fide Holder of a
Security 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 with respect to such series of Securities and the appointment of
a successor Trustee or Trustees.

     (e) If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, with respect
to the Securities of one or more series, the Company, by a Board Resolution,
shall promptly appoint a successor Trustee or Trustees with respect to the
Securities of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all of
such series and that at any time there shall be only one Trustee with respect to
the Securities of any particular series). If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
810, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the Company. If
no successor Trustee with respect to the Securities of any series shall have
been so appointed by the Company or the Holders and accepted appointment in the
manner required by Section 810, any Holder who has been a bona fide Holder of a
Security 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 appointment of a successor Trustee with respect to the Securities of such
series.

     (f) The Company shall give notice of each resignation and each removal of
the Trustee with respect to the Securities of any series and each appointment of
a successor Trustee with respect to the Securities of any series by mailing
written notice of such event by first-class mail, postage prepaid, to all
Holders of Securities of such series as their names and addresses appear in the
Security Register. Each notice shall include the name of the successor Trustee
with respect to the Securities of such series and the address of its Corporate
Trust Office.

                                      -41-
<PAGE>

Section 810.  Acceptance of Appointment by Successor.
              --------------------------------------

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

     (b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates; but, on request of the Company or any successor Trustee, such
retiring Trustee shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates. Whenever there is a successor Trustee with
respect to one or more (but less than all) series of securities issued pursuant
to this Indenture, the terms "Indenture" and "Securities" shall have the
meanings specified in the provisos to the respective definitions of those terms
in Section 101 which contemplate such situation.

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

                                      -42-
<PAGE>

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

Section 811.  Merger, Conversion, Consolidation or Succession to Business.
              -----------------------------------------------------------

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

Section 812.  Eligibility; Disqualification.
              -----------------------------

     There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States of
America or of any state thereof authorized under such laws to exercise corporate
trustee power, shall be subject to supervision or examination by Federal or
state authority and shall have a combined capital and surplus of at least $50
million as set forth in its most recent published annual report of condition.

     This Indenture shall always have a Trustee who satisfies the requirements
of TIA ss. 310(a)(1), (2) and (5). The Trustee is subject to TIA ss. 310(b).

Section 813.  Preferential Collection of Claims Against Company.
              -------------------------------------------------

     The Trustee is subject to TIA ss. 311(a), excluding any creditor
relationship listed in TIA ss. 311(b). A Trustee who has resigned or been
removed shall be subject to TIA ss. 311(a) to the extent indicated therein.

Section 814.  Appointment of Authenticating Agent.
              -----------------------------------

     At any time when any of the Securities remain Outstanding the Trustee, with
the concurrence of the Company, may appoint an Authenticating Agent or Agents
with respect to one or more series of Securities which shall be authorized to
act on behalf of the Trustee to authenticate Securities of such series, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by

                                      -43-
<PAGE>

the Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a Corporation organized and doing business
under the laws of the United States of America, any State thereof or the
District of Columbia authorized under such laws to act as Authenticating Agent,
having a combined capital and surplus of not less than $50,000,000 and subject
to supervision or examination by Federal, State or District of Columbia
authority. If such Authenticating Agent publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section.

     Any Corporation into which an 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 such Authenticating Agent
shall be a party, or any Corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such Corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

     An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at anytime terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such appointment by first class mail, postage prepaid, to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve, as their names and addresses appear in the Security Register. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

     The Trustee agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section, and the Trustee
shall be entitled to reimbursement for such payments subject to Section 808.

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

                                      -44-
<PAGE>

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


                                       Dated:__________________________________

                                       __________________________, as Trustee

                                       By _____________________________________
                                          Authorized Signatory

                                       ___________________________________, as
                                       Authenticating Agent

                                       By _____________________________________
                                          Authorized Signatory


Section 815.  Trustee's Application for Instructions from the Company.
              -------------------------------------------------------

     Any application by the Trustee for written instructions from the Company
may, at the option of the Trustee, set forth in writing any action proposed to
be taken or omitted by the Trustee under this Indenture and the date on and/or
after which such action shall be taken or such omission shall be effective. The
Trustee shall not be liable for any action taken by, or omission of, the Trustee
in accordance with a proposal included in such application on or after the date
specified in such application (which date shall not be less than three Business
Days after the date any officer of the Company actually receives such
application, unless any such officer shall have consented in writing to any
earlier date) unless prior to taking any such action (or the effective date of
the case of an omission), the Trustee shall have received written instructions
in response to such application specifying the action to be taken or omitted.

                                  ARTICLE IX.
                             DISCHARGE OF INDENTURE

Section 901.  Defeasance and Discharge of this Indenture and the Securities.
              -------------------------------------------------------------

     The Company may, at the option of its Board of Directors evidenced by a
Board Resolution set forth in an Officers' Certificate, at any time, with
respect to the Securities of any series, elect to have either Section 902 or 903
be applied to the Outstanding Securities of such series upon compliance with the
conditions set forth below in this Article 9.

Section 902.  Legal Defeasance and Discharge.
              ------------------------------

     Upon the Company's exercise under Section 901 of the option applicable to
this Section 902, the Company shall be deemed to have been discharged from its
obligations with respect to the Outstanding Securities of any series on the date
the conditions set forth below are satisfied with respect to such series
(hereinafter, "Legal Defeasance"). For this purpose, such Legal Defeasance means
that the Company shall be deemed to have paid and discharged the entire
Indebtedness represented by the Outstanding Securities of such series, which
shall

                                      -45-
<PAGE>

thereafter be deemed to be "Outstanding" only for the purposes of Section 905
and the other Sections of this Indenture referred to in clauses (i) and (ii) of
this Section 902, and to have satisfied all its other obligations under the
Securities of such series and this Indenture as it relates to such series (and
the Trustee, on demand of and at the expense of the Company, shall execute
proper instruments acknowledging the same), except for the following which shall
survive until otherwise terminated or discharged hereunder: (i) the rights of
Holders of Outstanding Securities of such series to receive solely from the
trust fund described in Section 904, and as more fully set forth in such
Section, payments in respect of the principal of, premium, if any, and interest
on such Securities when such payments are due, (ii) the Company's obligations
with respect to such Securities under Sections 305, 306 and 502, (iii) the
rights, powers, trusts, duties and immunities of the Trustee hereunder,
including, without limitation, the Trustee's rights under Section 808, and the
Company's obligations in connection therewith and (iv) this Article 9. Subject
to compliance with this Article 9, the Company may exercise its option under
this Section 902 notwithstanding the prior exercise of its option under Section
903 with respect to the Securities of such series.

Section 903.  Covenant Defeasance.
              -------------------

     Unless specifically otherwise provided in a Board Resolution, Officers'
Certificate or indenture supplemental hereto provided pursuant to Section 301,
upon the Company's exercise under Section 901 of the option applicable to this
Section 903, the Company shall be released from its obligations under the
covenants contained in Sections 504, 505 and 506 and Article 6 and any covenants
created as contemplated by Section 301(12) with respect to the Outstanding
Securities of any series on and after the date the conditions set forth below
are satisfied with respect to such series (hereinafter, "Covenant Defeasance"),
and the Securities of such series shall thereafter be deemed not "outstanding"
for the purposes of any direction, waiver, consent or declaration or act of
Holders of such Securities (and the consequences of any thereof) in connection
with such covenants, but shall continue to be deemed "Outstanding" for all other
purposes hereunder (it being understood that such Securities shall not be deemed
outstanding for accounting purposes). For this purpose, such Covenant Defeasance
means that, with respect to the Outstanding Securities of any series, the
Company may omit to comply with and shall have no liability in respect of any
term, condition or limitation set forth in any such covenant, whether directly
or indirectly, by reason of any reference elsewhere herein to any such covenant
or by reason of any reference in any such covenant to any other provision herein
or in any other document and such omission to comply shall not constitute a
Default or an Event of Default with respect to such series of Securities under
Section 701(iv) or (v) but, except as specified above, the remainder of this
Indenture and such Securities shall be unaffected thereby. In addition, upon the
Company's exercise under Section 901 of the option applicable to this Section
903, subject to the satisfaction of the conditions set forth in Section 904, any
failure or omission to comply with such covenants shall not constitute a Default
or Event of Default with respect to the Securities.

Section 904.  Conditions to Legal or Covenant Defeasance.
              ------------------------------------------

     The following shall be the conditions to application of either Section 902
or Section 903 to the Outstanding Securities of any series:

                                      -46-
<PAGE>

          (i) The Company shall irrevocably have deposited or caused to be
     deposited with the Trustee (or another trustee satisfying the requirements
     of Section 812 who shall agree to comply with the provisions of this
     Article 9 applicable to it) as trust funds in trust for the purpose of
     making the following payments, specifically pledged as security for, and
     dedicated solely to, the benefit of the Holders of the Securities of such
     series, (a) cash in U.S. Dollars in an amount, or (b) non-callable
     Government Securities which through the scheduled payment of principal and
     interest in respect thereof in accordance with their terms will provide,
     not later than one day before the due date of any payment, cash in U.S.
     Dollars in an amount, or (c) a combination thereof, in such amounts, as
     will be sufficient, in the opinion of a nationally recognized firm of
     independent public accountants expressed in a written certification thereof
     delivered to the Trustee, to pay and discharge and which shall be applied
     by the Trustee (or other qualifying trustee) to pay and discharge (A) the
     principal of, premium, if any, and interest on the Outstanding Securities
     of such series on the Stated Maturity or on the applicable Redemption Date,
     as the case may be, of such principal or installment of principal, premium,
     if any, or interest on the day on which such payments are due and payable
     and (B) any mandatory sinking fund payments or analogous payments
     applicable to the Securities of such series on the day on which such
     payments are due and payable in accordance with the terms of this Indenture
     and such Securities; provided that the Trustee shall have been irrevocably
     instructed to apply such money or the proceeds of such non-callable
     Government Securities to said payments with respect to the Securities of
     such series.

          (ii) In the case of an election under Section 902, the Company shall
     have delivered to the Trustee an Opinion of Counsel in the United States
     reasonably satisfactory to the Trustee confirming that (a) the Company has
     received from, or there has been published by, the Internal Revenue Service
     a ruling or (b) since the date hereof, there has been a change in the
     applicable federal income tax law, in either case to the effect that, and
     based thereon such opinion shall confirm that, the Holders of the
     Outstanding Securities of such series will not recognize income, gain or
     loss for federal income tax purposes as a result of such Legal Defeasance
     and will be subject to federal income tax on the same amounts, in the same
     manner and at the same times as would have been the case if such Legal
     Defeasance has not occurred.

          (iii) In the case of an election under Section 903, the Company shall
     have delivered to the Trustee an Opinion of Counsel in the United States to
     the effect that the Holders of the Outstanding Securities of such series
     will not recognize income, gain or loss for federal income tax purposes as
     a result of such Covenant Defeasance and will be subject to Federal income
     tax in the same amount, in the same manner and at the same times as would
     have been the case if such Covenant Defeasance had not occurred.

          (iv) No Default or Event of Default with respect to the Securities of
     such series shall have occurred and be continuing on the date of such
     deposit or, in so far as Subsection 701(viii) or 701(ix) is concerned, at
     any time in the period ending on the 91st day after the date of such
     deposit (it being understood that this condition shall not be deemed
     satisfied until the expiration of such period).

                                      -47-
<PAGE>

          (v) Such Legal Defeasance or Covenant Defeasance shall not result in a
     breach or violation of, or constitute a default under, this Indenture or
     any other material agreement or instrument to which the Company is a party
     or by which the Company is bound.

          (vi) In the case of an election under either Section 902 or 903, the
     Company shall have delivered to the Trustee an Opinion of Counsel to the
     effect that after the 91st day following the deposit, assuming no filing by
     or against the Company as a "debtor" in a proceeding under any applicable
     Bankruptcy Law, the trust funds will not be subject to the effect of any
     applicable Bankruptcy Law.

          (vii) In the case of an election under either Section 902 or 903, the
     Company shall have delivered to the Trustee an Officers' Certificate
     stating that the deposit made by the Company pursuant to its election under
     Section 902 or 903 was not made by the Company with the intent of
     preferring the Holders of the series of Securities to be defeased over
     other creditors of the Company or with the intent of defeating, hindering,
     delaying or defrauding creditors of the Company or others.

          (viii) The Company shall have delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel in the United States, each stating
     that all conditions precedent provided for relating to either the Legal
     Defeasance under Section 902 or the Covenant Defeasance under Section 903
     (as the case may be) have been complied with as contemplated by this
     Section 904.

Section 905. Deposited Money and Government Securities to be Held in Trust;
             Other Miscellaneous Provisions.
             --------------------------------------------------------------

     Subject to Section 906, all money and non-callable Government Securities
(including the proceeds thereof) deposited with the Trustee (or other qualifying
trustee, collectively for purposes of this Section 905, the "Trustee") pursuant
to Section 904 in respect of the Outstanding Securities of any series shall be
held in trust and applied by the Trustee, in accordance with the provisions of
such Securities and this Indenture, to the payment, either directly or through
any Paying Agent (including the Company acting as Paying Agent) as the Trustee
may determine, to the Holders of the Securities of such series of all sums due
and to become due thereon in respect of principal, premium, if any, and
interest, but such money need not be segregated from other funds except to the
extent required by law.

     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or non-callable Government
Securities deposited pursuant to Section 904 or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of the Outstanding Securities of such
series.

     Anything in this Article 9 to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon the Company's request
any money or non-callable Government Securities held by it as provided in
Section 904 which, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof

                                      -48-
<PAGE>

delivered to the Trustee (which may be the opinion delivered under Section
904(i)), are in excess of the amount thereof which would then be required to be
deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 906.  Repayment to Company.
              --------------------

     Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of, premium, if any, or
interest on any Security and remaining unclaimed for two years after such
principal, and premium, if any, or interest has become due and payable shall be
paid to the Company on its request or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Security shall thereafter, as
an unsecured general creditor, look only to the Company for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in the New York Times and The Wall Street Journal (national
edition), notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
notification or publication, any unclaimed balance of such money then remaining
will be repaid to the Company.

Section 907.  Reinstatement.
              -------------

     If the Trustee or Paying Agent is unable to apply any U.S. Dollars or
non-callable Government Securities in accordance with Section 902 or 903, as the
case may be, by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, then
the Company's obligations under this Indenture and the Securities of any series
to be defeased shall be revived and reinstated as though no deposit had occurred
pursuant to Section 902 or 903 until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 902 or 903, as the
case may be; provided, however, that, if the Company makes any payment of
principal of, premium, if any, or interest on any such Security following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Security to receive such payment from the money held by
the Trustee or Paying Agent.

                                   ARTICLE X.
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 1001.  Without Consent of Holders.
               --------------------------

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

          (i) to evidence the succession of another Person to the Company and
     the assumption by any such successor of the covenants of the Company herein
     and in the Securities; or

                                      -49-
<PAGE>

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

          (iii) to add any additional Events of Default (and if such Events of
     Default are to be for the benefit of less than all series of Securities,
     stating that such Events of Default are being included solely for the
     benefit of such series); or

          (iv) to add to or change any of the provisions of this Indenture to
     such extent as shall be necessary to permit or facilitate the issuance of
     Securities in bearer form, registrable or not registrable as to principal,
     and with or without interest coupons, or to permit or facilitate the
     issuance of Securities of any series in certificated or uncertificated
     form; or

          (v) to add to, change or eliminate any of the provisions of this
     Indenture in respect of one or more series of Securities, provided that any
     such addition, change or elimination (i) shall neither (A) apply to any
     Security of any series created prior to the execution of such supplemental
     indenture and entitled to the benefit of such provision nor (B) modify the
     rights of the Holder of any such Security with respect to such provision or
     (ii) shall become effective only when there is no such Security
     Outstanding; or

          (vi) to secure the Securities of any series; or

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

          (viii) 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 810; or

          (ix) to cure any ambiguity or defect in or to correct or supplement
     any provision herein which may be inconsistent with any other provision in
     this Indenture or any Security of any series, or to make any other
     provisions with respect to matters or questions arising under this
     Indenture, provided such action shall not adversely affect the interests of
     the Holders of Securities of any series in any material respect; or

          (x) to comply with requirements of the Commission in order to effect
     or maintain the qualification of this Indenture under the TIA.

Section 1002.  With Consent of Holders.
               -----------------------

     With the consent of the Holders of not less than a majority in aggregate
principal amount of the Securities of all series at the time Outstanding
affected by such amendment or supplemental indenture (voting as one class), by
Act of said Holders delivered to the Company

                                      -50-
<PAGE>

and the Trustee, the Company, when authorized by a Board Resolution, and the
Trustee may amend this Indenture or enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of Securities of such series
under this Indenture; provided, however, that no such amendment or supplemental
indenture shall, without the consent of the Holder of each Outstanding Security
affected thereby,

          (i) change the Stated Maturity of the principal of, or any installment
     of principal of or interest on, any such affected Security, or reduce the
     principal amount thereof or the rate of interest thereon or any premium
     payable upon the redemption thereof, or reduce the amount of the principal
     of an Original Issue Discount Security that would be due and payable upon a
     declaration of acceleration of the Maturity thereof pursuant to Section
     702, or change any Place of Payment where, or the coin or currency in
     which, any such Security or any premium or the interest thereon is payable,
     or impair the right to institute suit for the enforcement of any such
     payment on or after the Stated Maturity thereof (or, in the case of
     redemption or repayment, on or after the Redemption Date or any repayment
     date), or

          (ii) reduce the percentage in principal amount of the Outstanding
     Securities of any series, the consent of whose Holders is required for any
     modifications or amendments to the Indenture with respect to such series or
     to the terms and conditions of such series or to approve a supplemental
     indenture with respect to such series, or the consent of whose Holders is
     required for any waiver with respect to such series of compliance with
     certain provisions of this Indenture or certain defaults hereunder and
     their consequences provided for in this Indenture, or

          (iii) modify any of the provisions of Sections 704 or 707 or this
     Section 1002 or Article 8, except to increase any such percentage or to
     provide that certain other provisions of this Indenture cannot be modified
     or waived without the consent of the Holder of each Outstanding Security
     affected thereby; provided however, that this clause shall not be deemed to
     require the consent of any Holder with respect to changes in the references
     to "the Trustee" and concomitant changes in this Section 1002 and Article
     8, or the deletion of this proviso, in accordance with the requirements of
     Sections 810(b) and 1001(viii).

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

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

                                      -51-
<PAGE>

Section 1003.  Execution of Supplemental Indentures.
               ------------------------------------

     In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 801) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

Section 1004.  Effect of Supplemental Indentures.
               ---------------------------------

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

Section 1005.  Compliance with TIA.
               -------------------

     Every amendment or supplement to this Indenture or the Securities of any
series shall be set forth in a supplemental indenture that complies with the TIA
as then in effect.

Section 1006.  Revocation and Effect of Consents.
               ---------------------------------

     Until an amendment, supplemental waiver or waiver becomes effective, a
consent to it by a Holder is a continuing consent by the Holder and every
subsequent Holder of a Security or portion of a Security that evidences the same
debt as the consenting Holder's Security, even if notation of the consent is not
made on any Security. A supplemental indenture, amendment or waiver becomes
effective in accordance with its terms and thereafter binds every Holder of the
series of Securities to which such amendment, supplemental waiver or waiver
relates.

     The Company may, but shall not be obligated to, fix a record date for
determining which Holders of the Securities of any series must consent to such
amendment or waiver. If the Company fixes a record date, the record date shall
be fixed at (i) the later of 30 days prior to the first solicitation of such
consent or the date of the most recent list of Holders furnished to the Trustee
prior to such solicitation or (ii) such other date as the Company shall
designate.

Section 1007.  Reference in Securities to Supplemental Indentures.
               --------------------------------------------------

     Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article shall bear a notation in a form
approved by the Trustee as to any matter provided for in such supplemental
indenture. If the Company shall so determine, new Securities of any series so
modified as to conform, in the opinion of the Company, to any such supplemental
indenture may be prepared and executed by the Company and authenticated and
delivered by a Responsible Officer of the Trustee in exchange for Outstanding
Securities of such series.

                                      -52-
<PAGE>

Section 1008.  Notice of Supplemental Indentures.
               ---------------------------------

     Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of Section 1002, the Company
shall give notice thereof to the Holders of each Outstanding Security so
affected, pursuant to Section 108, setting forth in general terms the substance
of such supplemental indenture.

                                  ARTICLE XI.
                                 SINKING FUNDS

Section 1101.  Applicability of Article.
               ------------------------

     Unless otherwise specifically provided for in accordance with Section 301
with respect to any series of Securities, the Company shall have no sinking fund
obligations with respect to Securities of any series. The sinking fund
obligations as to any series of Securities for which such obligations exist
shall be as provided by the terms of such series of Securities as specifically
established in accordance with Section 301 and, except as otherwise provided by
such terms, as provided in this Article.

     The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a "mandatory sinking fund
payment", and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "optional sinking
fund payment". If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 1102. Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of Securities of such
series.

Section 1102.  Satisfaction of Sinking Fund Payments with Securities.
               -----------------------------------------------------

     The Company (1) may deliver Outstanding Securities of like tenor of a
series (other than any previously called for redemption) and (2) may apply as a
credit Securities of like tenor of a series which have been redeemed either at
the election of the Company pursuant to the terms of such Securities or through
the application of permitted optional sinking fund payments pursuant to the
terms of such Securities, in each case in satisfaction of all or any part of any
sinking fund payment with respect to the Securities of like tenor of such series
required to be made pursuant to the terms of such Securities as provided for by
the terms of such series; provided that such Securities have not been previously
so credited. Such Securities shall be received and credited for such purpose by
the Trustee at the Redemption Price specified in such Securities for redemption
through operation of the sinking fund and the amount of such sinking fund
payment shall be reduced accordingly. Such Securities shall be first applied to
the sinking fund payment next due and any excess shall be applied to the
following sinking fund payments in the order they are due.

Section 1103.  Redemption of Securities for Sinking Fund.
               -----------------------------------------

     Not less than 60 days prior to each sinking fund payment date for
Securities of like tenor of a series, the Company will deliver to the Trustee an
Officers' Certificate specifying the amount of the next ensuing sinking fund
payment for such Securities pursuant to the terms of

                                      -53-
<PAGE>

such Securities, the portion thereof, if any, which is to be satisfied by
payment of cash and the portion thereof, if any, which is to be satisfied by
delivering and crediting Securities of like tenor of that series pursuant to
Section 1102 and, at the time of delivery of such Officers' Certificate, will
also deliver to the Trustee any Securities to be so delivered. Not less than 30
days before each such sinking fund payment date the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 403 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the manner provided in
Section 404. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections 407
and 408.

                                  ARTICLE XII.
                  REPURCHASE OF SECURITIES AT OPTION OF HOLDERS

Section 1201.  Applicability of Article.
               ------------------------

     Unless otherwise specifically provided for in accordance with Section 301
with respect to any series of Securities, the Company shall have no repurchase
obligations with respect to Securities of any series. Securities of any series
which are repurchasable before their Stated Maturity at the option of the
Holders in accordance with their terms as specifically established in accordance
with Section 301 shall be repurchasable in accordance with their terms and,
except as otherwise provided by such terms, in accordance with this Article.

Section 1202.  Notice of Repurchase Date.
               -------------------------

     Notice of any Repurchase Date with respect to Securities of any series
shall, unless otherwise specified by the terms of such Securities, be given by
the Company not less than 45 nor more than 60 days prior to such Repurchase Date
to each Holder of Securities of such series subject to repurchase in accordance
with Section 108.

     The notice as to Repurchase Date shall state:

          (1) the Repurchase Date;

          (2) the Repurchase Price;

          (3) the place or places where such Securities are to be surrendered
     for payment of the Repurchase Price and the date by which such Securities
     must be so surrendered in order to be repurchased;

          (4) a description of the procedure which a Holder must follow to
     exercise a repurchase right;

          (5) that exercise of the option to elect repurchase is irrevocable;
     and

          (6) the CUSIP numbers.

No failure of the Company to give the foregoing notice shall limit any Holder's
right to exercise a repurchase right.

                                      -54-
<PAGE>

Section 1203.  Deposit of Repurchase Price.
               ---------------------------

     On or prior to the Repurchase Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own paying
Agent, segregate and hold in trust as provided in Section 503) the amounts
required to be deposited in accordance with the applicable repurchase right
provisions or, if no such amount is specified, an amount of money sufficient to
pay the Repurchase Price of and (unless the Repurchase Date shall be an Interest
Payment Date) accrued interest, if any, on all of the Securities of such series
which are to be repurchased on that date.

Section 1204.  Securities Payable on Repurchase Date.
               -------------------------------------

     The form of option to elect repurchase having been delivered as specified
in the form of Security for such series as provided in Article 2, the Securities
of such series so to be repurchased shall, on the Repurchase Date, become due
and payable at the Repurchase Price applicable thereto and from and after such
date (unless the Company shall default in the payment of the Repurchase Price
and accrued interest) such Securities shall cease to bear interest. Upon
surrender of any such Security for repurchase in accordance with said notice,
such Security shall be paid by the Company at the Repurchase Price together with
accrued interest to the Repurchase Date; provided, however, that installments of
interest whose Stated Maturity is on or prior to such Repurchase Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Regular
and Special Record Dates according to their terms and the provisions of Section
307.

     If the amount deposited in accordance with Section 1203 is insufficient to
pay the Repurchase Price of all of the Securities as to which the option to
elect repurchase exists under this Indenture and has been exercised, the Trustee
shall select the particular Securities to be repurchased on a pro rata basis
among all such Holders of all series of Securities having such repurchase right
and so exercising the option to elect repurchase (and in such manner as complies
with applicable legal and stock exchange requirements, if any). The Trustee
shall promptly notify the Company in writing of the Securities selected for
repurchase and the principal amount thereof. Securities and portions of them
selected shall be in amounts of $1,000 or whole multiples of $1,000. Except as
provided in this paragraph, provisions of this Indenture that apply to
Securities to be repurchased also apply to portions of Securities to be
repurchased.

     If any such Security shall not be paid upon surrender thereof for
repurchase, the principal (and premium, if any) shall, until paid, bear interest
from the Repurchase Date at the rate prescribed therefor in such Security.

Section 1205.  Securities Repurchased in Part.
               ------------------------------

     Any Security which by its terms may be repurchased in part at the option of
the Holder and which is to be repurchased only in part, or which is repurchased
only in part in accordance with Section 1204, shall be surrendered at any office
or agency of the Company designated for that purpose pursuant to Section 502
(with, if the Company or the Trustee so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or such Holder's attorney duly
authorized in

                                      -55-
<PAGE>

writing), and the Company shall execute, and a Responsible Officer of the
Trustee shall authenticate and deliver to the Holder of such Security without
service charge, a new Security or Securities of the same series and of like
tenor of any authorized denomination as requested by such Holder, in aggregate
principal amount equal to and in exchange for the unrepurchased portion of the
principal of the Security so surrendered. To the extent a series of Securities
represented by a Global Security is to be repurchased in part only, a notation
of such redemption shall be made by the Trustee in the schedule of exchanges on
the Global Security.

                                 ARTICLE XIII.
                                  SUBORDINATION

Section 1301.  Agreement to Subordinate.
               ------------------------

     The Company covenants and agrees, and each Holder of Securities of each
series, by such Holder's acceptance thereof, likewise covenants and agrees, that
the indebtedness evidenced by the Securities of each series and the payment of
the principal thereof, premium, if any, sinking fund requirements therefor and
interest thereon shall be subordinate and subject in right of payment, to the
extent and in the manner hereinafter set forth, to the prior payment in full in
cash or cash equivalents of all Senior Debt.

Section 1302.  Distribution on Dissolution, Liquidation and Reorganization.
               -----------------------------------------------------------

     Upon any distribution to creditors of the Company in a liquidation,
dissolution or winding up of the Company, whether voluntary or involuntary, or
in a bankruptcy, reorganization, insolvency, receivership or similar proceeding
relating to the Company or its properties, or upon an assignment for the benefit
of creditors or any other marshaling of the assets and liabilities of the
Company (each such event, if any, herein sometimes referred to as a
"Proceeding"):

          (a) all principal of, premium, if any, interest (including interest
     after the commencement of any such Proceeding at the rate specified in the
     applicable Senior Debt) and commitment fees (the "Obligations") due on, or
     to become due on or in respect of, all Senior Debt shall first be paid in
     full in cash or cash equivalents before any payment or distribution of any
     kind or character, whether in cash, property or securities, by set off or
     otherwise (including any payment or distribution which may be payable or
     deliverable by reason of the payment of any Junior Subordinated Debt), on
     account of the principal of (and premium, if any) or interest on any
     Securities or on account of any purchase, redemption, retirement or other
     acquisition of Securities by the Company, any Subsidiary of the Company,
     the Trustee or any Paying Agent or on account of any other obligation of
     the Company in respect of any Securities (all such payments, distributions,
     purchases, redemptions, retirements and acquisitions, whether or not in
     connection with a Proceeding, herein referred to, individually and
     collectively, as a "Securities Payment"), or before the Holders of the
     Securities shall be entitled to retain any assets so paid or distributed in
     respect thereof; and

                                      -56-
<PAGE>

          (b) until the Senior Debt is paid in full in cash or cash equivalents
     (as provided in subsection (a) above), any Securities Payment to which the
     Holders of the Securities or the Trustee for their benefit would be
     entitled except for the provisions of this Section 1302, shall be paid or
     delivered by the Company or any receiver, trustee in bankruptcy,
     liquidating trustee, agent or other person making such payment or
     distribution directly to the holders of Senior Debt or their representative
     or representatives or the trustee or trustees under any indenture pursuant
     to which any instruments evidencing any Senior Debt may have been issued,
     as their respective interests may appear.

     For purposes of this Article 13 only, the words "any payment or
distribution of any kind or character, whether in cash, property or securities"
shall not be deemed to include (i) a payment or distribution of stock or
securities of the Company provided for by a plan of reorganization or
readjustment authorized by an order or decree of a court of competent
jurisdiction in a reorganization proceeding under any applicable Bankruptcy Law
or of any other corporation provided for by such plan of reorganization or
readjustment which stock or securities are subordinated in right of payment to
all then outstanding Senior Debt to the same extent as, or to a greater extent
than, the Securities are so subordinated as provided in this Article; or (ii)
any deposit, or payment made therefrom, pursuant to Article 9, with respect to
any series of Securities; provided that, in the case of any such payment from a
defeasance trust, the assets deposited in trust to fund such payment have been
so deposited for any period of at least 90 consecutive days without the
occurrence of a blockage of payment on such series of Securities pursuant to
this Section 1302 or Section 1303 hereof. The consolidation of the Company with,
or the merger of the Company into, another Person or the liquidation or
dissolution of the Company following the conveyance or transfer of all or
substantially all of its properties and assets as an entirety to another Person
upon the terms and conditions set forth in Article 6 shall not be deemed a
Proceeding for the purposes of this Section if the Person formed by such
consolidation or into which the Company is merged or the Person which acquires
by conveyance or transfer such properties and assets as an entirety, as the case
may be, shall, as a part of such consolidation, merger, conveyance or transfer,
comply with the conditions set forth in Article 6.

Section 1303.  No Payment When Senior Debt in Default.
               --------------------------------------

     In the event that any Senior Payment Default shall have occurred, then no
Securities Payment shall be made unless and until such Senior Payment Default
shall have been cured or waived in writing or shall have ceased to exist or all
Obligations in respect of such Senior Debt shall have been paid in full in cash
or cash equivalents.

     The provisions of this Section shall not apply to any Securities Payment
with respect to which Section 1302 hereof would be applicable.

Section 1304.  Payment to Holders of Senior Debt.
               ---------------------------------

     Subject to the provisions of Section 1306, in the event that,
notwithstanding the provisions of Section 1302 or Section 1303, any Securities
Payment shall be received by the Trustee on behalf of the Holders of the
Securities (i) from the Company in violation of such provisions, or (ii) from
any other Person under such circumstances that such payment would, if

                                      -57-
<PAGE>

made directly by the Company, be in violation of such provisions, such payment
or distribution shall be held by the Trustee in trust for the benefit of, and
shall immediately be paid over by the Trustee, upon written request by a Person
entitled to give notice on behalf of such Senior Debt as specified in Section
1310, to the holders of Senior Debt or their representative or representatives,
or to the trustee or trustees under any indenture under which any instrument
evidencing any of such Senior Debt may have been issued, as their respective
interests may appear, for application to the payment of Senior Debt.

     Upon any payment or distribution of assets or securities of the Company
referred to in Sections 1302 and 1303, the Trustee and the Holders of the
Securities shall be entitled to rely upon any order or decree of a court of
competent jurisdiction, or upon any certificate of any liquidating trustee or
agent or other similar Person making any payment or distribution to the Trustee
or to the Holders of the Securities, for the purpose of ascertaining the Persons
entitled to participate in such payment or distribution, the holders of the
Senior Debt, the amount thereof or payment thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Article
13. In the event that the Trustee determines, in good faith, that further
evidence is required with respect to the right of any Person as a holder of
Senior Debt to participate in any payment or distribution referred to in
Sections 1302 and 1303, the Trustee may request such Person to furnish evidence
to the reasonable satisfaction of the Trustee as to the amount of Senior Debt
held by such Person, as to the extent to which such Person is entitled to
participation in such payment or distribution, and as to other facts pertinent
to the rights of such Person under Sections 1302 and 1303, 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 1305.  Subrogation.
               -----------

     Subject to the payment in full in cash or cash equivalents of all Senior
Debt at the time outstanding, the Holders of the Securities shall be subrogated
to the rights of each holder of Senior Debt (to the extent of the payments or
distributions made to such holder pursuant to the provisions of Sections 1302,
1303 and 1304) to receive payments or distributions of cash, assets or
securities of the Company applicable to the Senior Debt until the Securities
shall be paid in full. No payments or distributions to holders of Senior Debt of
cash, assets or securities of the Company to which Holders of Securities would
be entitled except for the provisions of this Article 13, and no payment over
pursuant to the provisions of this Article 13 to holders of such Senior Debt by
the Holders of Securities shall, as among the Company, its creditors other than
the holders of Senior Debt, and the Holders of the Securities, be deemed to be a
payment by the Company on account of the Senior Debt, it being understood that
the provisions of this Article 13 are intended solely for the purpose of
defining the relative rights of the Holders of the Securities, on the one hand,
and the holders of the Senior Debt, on the other hand, and nothing contained in
this Article 13 or elsewhere in this Indenture, or in the Securities, is
intended to or shall impair, as between the Company, its creditors other than
the holders of Senior Debt, and the Holders of the Securities, the obligation of
the Company, which is absolute and unconditional, to pay to the Holders of the
Securities the principal of, premium, if any, and interest on the Securities, as
and when the same shall become due and payable in accordance with their terms,
or is intended to or shall affect the relative rights of the Holders of the
Securities and creditors of the Company other than the holders of Senior Debt,
nor shall anything herein or therein prevent

                                      -58-
<PAGE>

the Trustee or the Holder of any Securities from exercising all remedies
otherwise permitted by applicable law upon default under this Indenture, subject
to the rights, if any, under this Article 13 of the holders of Senior Debt in
respect of cash, property or securities of the Company received upon the
exercise of any such remedy.

Section 1306.  Payment on Securities Permitted.
               -------------------------------

     Nothing contained in this Article 13 or elsewhere in this Indenture, or in
any of the Securities, shall prevent the Company from making payment of the
principal of, sinking fund, if any, premium, if any, or interest on the
Securities, at any time, except under the conditions described in Section 1303
and except during the pendency of any Proceeding within the meaning of Section
1302. Nothing contained in this Article 13 or elsewhere in this Indenture, or in
any of the Securities, shall prevent the application by the Trustee of any
moneys deposited with it hereunder for the purpose, to the payment of or on
account of the principal of, sinking fund, if any, or premium, if any, or
interest on the Securities, unless the Trustee shall have received written
notice, directed to it at its Corporate Trust Office as provided in Section
1310.

Section 1307.  Authorization of Holders to Trustee to Effect Subordination.
               -----------------------------------------------------------

     Each Holder of Securities, by such Holder's acceptance thereof, authorizes
and directs the Trustee in such Holder's behalf to take such action as may be
necessary or appropriate to effectuate, as between the Holders of the Securities
and the holders of Senior Debt, the subordination provided in this Article 13
and appoints the Trustee such Holder's attorney-in-fact for any and all such
purposes.

Section 1308.  No Waiver of Subordination Provisions.
               -------------------------------------

     No right of any present or future holder of any Senior Debt 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 Company or by any act
or failure to act by any such holder, or by any noncompliance by the Company
with terms, provisions and covenants of this Indenture, regardless of any
knowledge thereof any such holder may have or be otherwise charged with.

     Without in any way limiting the generality of the foregoing paragraph, the
holders of Senior Debt may, at any time and from time to time without the
consent of or notice to the Trustee or the Holders of the Securities, without
incurring responsibility to the Holders of the Securities and without impairing
or releasing the subordination provided in this Article or the obligations
hereunder of the Holders of the Securities to the holders of Senior Debt, do any
one or more of the following: (i) change the manner, place or terms of payment
or extend the time of payment of, or renew or alter, Senior Debt, or otherwise
amend or supplement in any manner Senior Debt or any instrument evidencing the
same or any agreement under which Senior Debt is outstanding; (ii) permit the
Company to borrow, repay and then reborrow any or all of the Senior Debt; (iii)
sell, exchange, release or otherwise deal with any property pledged, mortgaged
or otherwise securing Senior Debt; (iv) release any Person liable in any manner
for the collection of Senior Debt; (v) exercise or refrain from exercising any
rights against the Company and any other Person; and (vi) apply any sums
received by them to Senior Debt.

                                      -59-
<PAGE>

Section 1309.  Trustee as Holder of Senior Debt.
               --------------------------------

     The Trustee shall be entitled to all the rights set forth in this Article
13 in respect of any Senior Debt at any time held by it, to the same extent as
any other holder of Senior Debt, and nothing in Section 813 or elsewhere in this
Indenture shall deprive or be construed to deprive the Trustee of its rights as
such holder.

     Nothing in this Article 13 shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 808 hereof.

Section 1310.  Notices to Trustee.
               ------------------

     The Company shall give prompt written notice to the Trustee of any fact
known to the Company which would prohibit the making of any payment to or by the
Trustee in respect of the Securities, but failure to give such notice shall not
affect the subordination of the Securities to the extent herein provided if
notice is otherwise given as hereinafter provided in this Section 1310.
Notwithstanding the provisions of this Article or any other provision of this
Indenture, the Trustee shall not be charged with knowledge of the existence of
any facts which would prohibit the making of any payment to or by the Trustee in
respect of the Securities, unless and until a Responsible Officer of the Trustee
shall have received written notice thereof from the Company, any holder of
Senior Debt or any trustee, fiduciary or agent therefor; and, prior to the
receipt of any such written notice, the Trustee, subject to the provisions of
Section 801 hereof, shall be entitled in all respects to assume that no such
facts exist. Any notice required or permitted to be given to the Trustee by a
holder of Senior Debt or a trustee, fiduciary or transfer agent therefor shall
be in writing and shall be sufficient for every purpose hereunder in writing and
either (i) sent via facsimile to the Trustee, the receipt of which shall be
confirmed via telephone, or (ii) mailed, first class postage prepaid, or sent
overnight carrier, to the Trustee addressed to it at the address of its
principal office specified in the first paragraph of this instrument or at any
other address furnished in writing to such holder of the Senior Debt by the
Trustee. Notwithstanding anything else contained herein, no notice, request or
other communication to or with the Trustee shall be deemed given unless received
by a Responsible Officer at the Trustee's principal corporate trust office.

Section 1311.  No Fiduciary Duty by Trustee to Holders of Senior Debt.
               ------------------------------------------------------

     The Trustee shall not be deemed to owe any fiduciary duty to the holders of
Senior Debt and shall not be liable to any such holders if it shall in good
faith mistakenly pay over or distribute to Holders of Securities or the Company
or any other Person moneys or assets to which any holders of Senior Debt shall
be entitled by virtue of this Article 13 or otherwise.

Section 1312.  Paying Agent Treated as Trustee.
               -------------------------------

     In case at any time any Paying Agent other than the Trustee shall have been
appointed by the Company and be then acting hereunder, the term "Trustee" as
used in this Article 13 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 such Paying Agent were named
in this Article 13 in place of the Trustee.

                                      -60-
<PAGE>

                                 ARTICLE XIV.
                                 MISCELLANEOUS

Section 1401.  TIA Controls.
               ------------

     If any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by TIA ss.318(c), the imposed duties shall control.

Section 1402.  Rules by Trustee and Agents.
               ---------------------------

     The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Authenticating Agent, the Security Registrar or the Paying Agent
may make reasonable rules and set reasonable requirements for their respective
functions.

Section 1403.  Legal Holidays.
               --------------

     A "Legal Holiday" is a Saturday, a Sunday or a day on which banking
institutions in The City of New York or Minneapolis, Minnesota or at a place of
payment are authorized or obligated by law, regulation or executive order to
remain closed. If a payment date is a Legal Holiday at a place of payment,
payment may be made at that place on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period.

Section 1404.  No Personal Liability of Directors, Officers, Employees
               and Stockholders.
               -------------------------------------------------------

     No director, officer, employee, incorporator or stockholder of the Company,
as such, shall have any liability for any obligations of the Company under the
Securities, this Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder of the Securities by
accepting a Security waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Securities.

Section 1405.  Governing Law.
               -------------

     This Indenture shall be governed by and interpreted under the laws of the
State of New York, and any dispute arising out of, connected with, related to,
or incidental to the relationship established between the Company, the Trustee
and the Holders in connection with this Indenture, and whether arising in
contract, tort, equity or otherwise, shall be resolved in accordance with the
internal laws (as opposed to the conflicts of laws provisions) and decisions of
the State of New York.

Section 1406.  No Adverse Interpretation of Other Agreements.
               ---------------------------------------------

     This Indenture may not be used to interpret another indenture, loan or debt
agreement of the Company or its Subsidiaries. Any such indenture, loan or debt
agreement may not be used to interpret this Indenture.

                                      -61-
<PAGE>

Section 1407.  Successors.
               ----------

     All agreements of the Company in this Indenture and the Securities shall
bind its successors. All agreements of the Trustee in this Indenture shall bind
its successor.

Section 1408.  Severability.
               ------------

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

Section 1409.  Benefits of Indenture.
               ---------------------

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

Section 1410.  Counterpart Originals.
               ---------------------

     The parties may sign any number of copies of this Indenture. Each signed
copy shall be an original and shall be sufficient to prove this Indenture, but
all of them together represent the same agreement.

Section 1411.  Table of Contents, Headings, etc.
               --------------------------------

     The Table of Contents, Cross-Reference Table and Headings of the Articles
and Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part of this Indenture and shall in no way
modify or restrict any of the terms or provisions hereof.

                                      * * *

                                      -62-
<PAGE>

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


                                       PEMSTAR INC.


                                       ___________________________________
                                       Name:
                                       Title:

Attest:


__________________________________
Name:
Secretary
[SEAL]


                                       __________________________, as Trustee



                                       ___________________________________
                                       Name:
                                       Title:

                                      -63-