<PAGE>

                                                                     EXHIBIT 4.1



                          NORTHROP GRUMMAN CORPORATION

                                       TO

                          JPMORGAN CHASE BANK, TRUSTEE

                                _______________

                                   INDENTURE

                         Dated as of November 21, 2001

                                _______________

                             SENIOR DEBT SECURITIES

                                      -1-
<PAGE>

                               TABLE OF CONTENTS
                               -----------------

<TABLE>
<CAPTION>
                                                                                                                 Page
<S>                                                                                                              <C>
 TABLE OF CONTENTS..............................................................................................   i
ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION...............................................   1
          -------------------------------------------------------
 Section 101.  Definitions......................................................................................   1
               -----------
 Section 102.  Compliance Certificates and Opinions.............................................................   8
               ------------------------------------
 Section 103.  Form of Documents Delivered to Trustee...........................................................   8
               --------------------------------------
 Section 104.  Acts of Holders; Record Dates....................................................................   9
               -----------------------------
 Section 105.  Notices, Etc., to Trustee and Company............................................................  11
               -------------------------------------
 Section 106.  Notice to Holders; Waiver........................................................................  11
               -------------------------
 Section 107.  Conflict with Trust Indenture Act................................................................  12
               ---------------------------------
 Section 108.  Effect of Headings and Table of Contents.........................................................  12
               ----------------------------------------
 Section 109.  Successors and Assigns...........................................................................  12
               ----------------------
 Section 110.  Separability Clause..............................................................................  12
               -------------------
 Section 111.  Benefits of Indenture............................................................................  12
               ---------------------
 Section 112.  Governing Law....................................................................................  12
               -------------
 Section 113.  Legal Holidays...................................................................................  12
               --------------
ARTICLE 2 SECURITY FORMS........................................................................................  13
          --------------
 Section 201.  Forms Generally..................................................................................  13
               ---------------
 Section 202.  Form of Face of Security.........................................................................  13
               ------------------------
 Section 203.  Form of Reverse of Security......................................................................  15
               ---------------------------
 Section 204.  Form of Legend for Global Securities.............................................................  19
               ------------------------------------
 Section 205.  Form of Trustee's Certificate of Authentication..................................................  19
               -----------------------------------------------
ARTICLE 3 THE SECURITIES........................................................................................  20
          --------------
 Section 301.  Amount Unlimited; Issuable in Series.............................................................  20
               ------------------------------------
 Section 302.  Denominations....................................................................................  22
               -------------
 Section 303.  Execution, Authentication, Delivery and Dating...................................................  22
               ----------------------------------------------
 Section 304.  Temporary Securities.............................................................................  24
               --------------------
 Section 305.  Registration, Registration of Transfer and Exchange..............................................  24
               ---------------------------------------------------
 Section 306.  Mutilated, Destroyed, Lost or Stolen Securities..................................................  27
               -----------------------------------------------
 Section 307.  Payment of Interest; Interest Rights Preserved...................................................  27
               ----------------------------------------------
 Section 308.  Persons Deemed Owners............................................................................  29
               ---------------------
 Section 309.  Cancellation.....................................................................................  29
               ------------
 Section 310.  Computation of Interest..........................................................................  29
               -----------------------
ARTICLE 4 SATISFACTION AND DISCHARGE............................................................................  29
          --------------------------
 Section 401.  Satisfaction and Discharge of Indenture..........................................................  29
               ---------------------------------------
 Section 402.  Application of Trust Money.......................................................................  30
               --------------------------
ARTICLE 5 REMEDIES..............................................................................................  31
          --------
 Section 501.  Events of Default................................................................................  31
               -----------------
 Section 502.  Acceleration of Maturity; Rescission and Annulment...............................................  32
               --------------------------------------------------
 Section 503.  Collection of Indebtedness and Suits for Enforcement by Trustee..................................  33
               ---------------------------------------------------------------
 Section 504.  Trustee May File Proofs of Claim.................................................................  34
               --------------------------------
 Section 505.  Trustee May Enforce Claims Without Possession of Securities......................................  34
               -----------------------------------------------------------
 Section 506.  Application of Money Collected...................................................................  34
               ------------------------------
 Section 507.  Limitation on Suits..............................................................................  35
               -------------------
</TABLE>

                                      -i-
<PAGE>

<TABLE>
<S>                                                                                                              <C>
 Section 508.  Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert......  35
               ----------------------------------------------------------------------------------------
 Section 509.  Restoration of Rights and Remedies............................................................  36
               ----------------------------------
 Section 510.  Rights and Remedies Cumulative................................................................  36
               ------------------------------
 Section 511.  Delay or Omission Not Waiver..................................................................  36
               ----------------------------
 Section 512.  Control by Holders............................................................................  36
               ------------------
 Section 513.  Waiver of Past Defaults.......................................................................  37
               -----------------------
 Section 514.  Undertaking for Costs.........................................................................  37
               ---------------------
 Section 515.  Waiver of Usury, Stay or Extension Laws.......................................................  37
               ---------------------------------------
ARTICLE 6 THE TRUSTEE........................................................................................  37
          -----------
 Section 601.  Certain Duties and Responsibilities...........................................................  37
               -----------------------------------
 Section 602.  Notice of Defaults............................................................................  39
               ------------------
 Section 603.  Certain Rights of Trustee.....................................................................  39
               -------------------------
 Section 604.  Not Responsible for Recitals or Issuance of Securities........................................  40
               ------------------------------------------------------
 Section 605.  May Hold Securities...........................................................................  40
               -------------------
 Section 606.  Money Held in Trust...........................................................................  40
               -------------------
 Section 607.  Compensation and Reimbursement................................................................  41
               ------------------------------
 Section 608.  Conflicting Interests.........................................................................  41
               ---------------------
 Section 609.  Corporate Trustee Required; Eligibility.......................................................  41
               ---------------------------------------
 Section 610.  Resignation and Removal; Appointment of Successor.............................................  42
               -------------------------------------------------
 Section 611.  Acceptance of Appointment by Successor........................................................  43
               --------------------------------------
 Section 612.  Merger, Conversion, Consolidation or Succession to Business...................................  44
               -----------------------------------------------------------
 Section 613.  Preferential Collection of Claims Against Company.............................................  44
               -------------------------------------------------
 Section 614.  Appointment of Authenticating Agent...........................................................  44
               -----------------------------------
ARTICLE 7 HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY..................................................  46
         --------------------------------------------------
 Section 701.  Company to Furnish Trustee Names and Addresses of Holders.....................................  46
               ---------------------------------------------------------
 Section 702.  Preservation of Information; Communications to Holders........................................  46
               ------------------------------------------------------
 Section 703.  Reports by Trustee............................................................................  47
               ------------------
 Section 704.  Reports by Company............................................................................  47
               ------------------
ARTICLE 8 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE...............................................  47
          ----------------------------------------------------
 Section 801.  Company May Consolidate, Etc., Only on Certain Terms..........................................  47
               ----------------------------------------------------
 Section 802.  Successor Substituted.........................................................................  48
               ---------------------
ARTICLE 9 SUPPLEMENTAL INDENTURES............................................................................  48
          -----------------------
 Section 901.  Supplemental Indentures Without Consent of Holders............................................  48
               --------------------------------------------------
 Section 902.  Supplemental Indentures with Consent of Holders...............................................  50
               -----------------------------------------------
 Section 903.  Execution of Supplemental Indentures..........................................................  51
               ------------------------------------
 Section 904.  Effect of Supplemental Indentures.............................................................  51
               ---------------------------------
 Section 905.  Conformity with Trust Indenture Act...........................................................  51
               -----------------------------------
 Section 906.  Reference in Securities to Supplemental Indentures............................................  51
               --------------------------------------------------
ARTICLE 10 COVENANTS.........................................................................................  51
           ---------
 Section 1001. Payment of Principal, Premium and Interest....................................................  51
               ------------------------------------------
 Section 1002. Maintenance of Office or Agency...............................................................  52
               -------------------------------
 Section 1003. Money for Securities Payments to Be Held in Trust.............................................  52
               -------------------------------------------------
 Section 1004. Statement by Officers as to Default...........................................................  53
               -----------------------------------
 Section 1005. Existence.....................................................................................  54
               ---------
 Section 1006. Maintenance of Properties.....................................................................  54
               -------------------------
 Section 1007. Payment of Taxes and Other Claims.............................................................  54
               ---------------------------------
 Section 1008. Waiver of Certain Covenants...................................................................  54
               ---------------------------
</TABLE>

                                     -ii-
<PAGE>

<TABLE>
<S>                                                                                                              <C>
 Section 1009. Limitation on Liens..............................................................................  55
               -------------------
 Section 1010. Limitation on Sale and Lease-Back................................................................  56
               ---------------------------------
ARTICLE 11 REDEMPTION OF SECURITIES.............................................................................  57
           ------------------------
 Section 1101. Applicability of Article.........................................................................  57
               ------------------------
 Section 1102. Election to Redeem; Notice to Trustee............................................................  57
               -------------------------------------
 Section 1103. Selection by Trustee of Securities to Be Redeemed................................................  57
               -------------------------------------------------
 Section 1104. Notice of Redemption.............................................................................  58
               --------------------
 Section 1105. Deposit of Redemption Price......................................................................  59
               ---------------------------
 Section 1106. Securities Payable on Redemption Date............................................................  59
               -------------------------------------
 Section 1107. Securities Redeemed in Part......................................................................  59
               ---------------------------
ARTICLE 12 SINKING FUNDS........................................................................................  60
           -------------
 Section 1201. Applicability of Article.........................................................................  60
               ------------------------
 Section 1202. Satisfaction of Sinking Fund Payments with Securities............................................  60
               -----------------------------------------------------
 Section 1203. Redemption of Securities for Sinking Fund........................................................  60
               -----------------------------------------
ARTICLE 13 DEFEASANCE AND COVENANT DEFEASANCE...................................................................  61
           ---------------------------------
 Section 1301. Applicability of Article; Company's Option to Effect Defeasance or Covenant Defeasance...........  61
               --------------------------------------------------------------------------------------
 Section 1302. Defeasance and Discharge.........................................................................  61
               ------------------------
 Section 1303. Covenant Defeasance..............................................................................  61
               -------------------
 Section 1304. Conditions to Defeasance or Covenant Defeasance..................................................  62
               -----------------------------------------------
 Section 1305. Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions....  64
               ---------------------------------------------------------------------------------------------
 Section 1306. Reinstatement....................................................................................  65
               -------------
</TABLE>

NOTE:  This Table of Contents shall not, for any purpose, be deemed to be a part
       of the Indenture.

                                     -iii-
<PAGE>

              INDENTURE dated as of November 21, 2001 between NORTHROP GRUMMAN
CORPORATION, a corporation duly organized and existing under the laws of the
State of Delaware (herein called the "Company"), having its principal office at
1840 Century Park East, Los Angeles, California, and JPMORGAN CHASE BANK, a
corporation duly organized and existing under the laws of the State of New York,
as Trustee (herein called the "Trustee"), having its Corporate Trust Office at
450 West 33rd Street, 15th Floor, New York, NY 10001.

                            RECITALS OF THE COMPANY

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

              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 promises and the purchase of the
Securities by the Holders thereof, it is mutually agreed, for the equal and
proportionate benefit of all Holders of the Securities or of series thereof, as
follows:

                                   ARTICLE 1
                       DEFINITIONS AND OTHER PROVISIONS
                       --------------------------------
                            OF GENERAL APPLICATION
                            ----------------------

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

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

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

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

              (3)  all accounting terms not otherwise defined herein have the
     meanings assigned to them in accordance with generally accepted accounting
     principles, and, except as otherwise herein expressly provided, the term
     "generally accepted accounting principles" with respect to any computation
     required or permitted hereunder shall mean such accounting principles as
     are generally accepted at the date hereof;

                                      -1-
<PAGE>

              (4)  unless the context otherwise requires, any reference to an
     "Article" or a "Section" refers to an Article or a Section, as the case may
     be, of this Indenture; and

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

              "Act," when used with respect to any Holder, has the meaning
     specified in Section 104.

              "Affiliate" of any specified Person means any other Person
     directly or indirectly controlling or controlled by or under direct or
     indirect common control with such specified Person. For the purposes of
     this definition, "control" when used with respect to any specified Person
     means the power to direct the management and policies of such Person,
     directly or indirectly, whether through the ownership of voting securities,
     by contract or otherwise; and the terms "controlling" and "controlled" have
     meanings correlative to the foregoing.

              "Attributable Debt" has the meaning specified in Section 1010.

              "Authenticating Agent" means any Person authorized by the Trustee
     pursuant to Section 614 to act on behalf of the Trustee to authenticate
     Securities of one or more series.

              "Board of Directors" means either the board of directors of the
     Company or any duly authorized committee of that board.

              "Board Resolution" means (i) 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, or (ii) a certificate signed by the authorized
     officer or officers of the Company to whom the Board of Directors of the
     Company has delegated its authority, and in each case, delivered to the
     Trustee.

              "Business Day," when used with respect to any Place of Payment,
     means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a
     day on which banking institutions in that Place of Payment are authorized
     or obligated by law or executive order to close.

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

              "Company" means the Person named as the "Company" in the first
     paragraph of this instrument until a successor Person shall have become
     such pursuant to the

                                      -2-
<PAGE>

     applicable provisions of this Indenture, and thereafter "Company" shall
     mean such successor Person.

              "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
     Vice Chairman of the Board, its President or a Vice President, and by its
     Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary,
     and delivered to the Trustee.

              "Consolidated Net Tangible Assets" means, as of any particular
     time, the aggregate amount of assets (less applicable reserves and properly
     deductible items) after deducting therefrom (a) all current liabilities
     except for (i) notes and loans payable, (ii) current maturities of long-
     term debt, (iii) current maturities of obligations under capital leases,
     and (iv) deferred income taxes and (b) all goodwill, tradenames,
     trademarks, patents, unamortized debt discount and expenses (to the extent
     included in said aggregate amount of assets) and other like intangibles,
     all as set forth on the most recent quarterly or annual consolidated
     balance sheet of the Company and its consolidated Subsidiaries and computed
     in accordance with generally accepted accounting principles.

              "Corporate Trust Office" means the office of the Trustee or agent
     of the Trustee, in either case, in the City of New York, at which at any
     particular time the corporate trust business of the Trustee or such agent
     shall be principally administered.

              "corporation" means a corporation, association, company, joint-
     stock company or business trust.

              "Covenant Defeasance" has the meaning specified in Section 1303.

              "Debt," for purposes of Sections 1009 and 1010, shall have the
     meaning ascribed that term in Section 1009.

              "Defaulted Interest" has the meaning specified in Section 307.

              "Defeasance" has the meaning specified in Section 1302.

              "Depositary" means, with respect to Securities of any series
     issuable in whole or in part in the form of one or more Global Securities,
     a clearing agency registered under the Exchange Act that is designated to
     act as Depositary for such Securities as contemplated by Section 301.

              "Event of Default" has the meaning specified in Section 501.

              "Exchange Act" means the Securities Exchange Act of 1934 and any
     statute successor thereto, in each case as amended from time to time.

              "Expiration Date" has the meaning specified in Section 104.

              "Foreign Government Obligation" has the meaning specified in
     Section 1304.

                                      -3-
<PAGE>

          "Global Security" means a Security that evidences all or part of the
     Securities of any series and bears the legend set forth in Section 204 (or
     such legend as may be specified as contemplated by Section 301 for such
     Securities).

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

          "Indenture" means this instrument as originally executed and 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, including, for all purposes of this instrument and any such
     supplemental indenture, the provisions of the Trust Indenture Act that are
     deemed to be a part of and govern this instrument and any such supplemental
     indenture, respectively.  The term "Indenture" shall also include the terms
     of particular series of Securities established as contemplated by Section
     301.

          "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.

          "Investment Company Act" means the Investment Company Act of 1940 and
     any statute successor thereto, in each case as amended from time to time.

          "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.

          "Mortgage" has the meaning ascribed that term in Section 1009.

          "Notice of Default" means a written notice of the kind specified in
     Section 501(4).

          "Officers' Certificate" means a certificate signed by the Chairman of
     the Board, a Vice Chairman of the Board, the President or a Vice President,
     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 a written opinion of counsel, who may be
     counsel for the Company, and who shall be acceptable to 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 502.

                                      -4-
<PAGE>

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

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

          (2)  Securities for whose payment or redemption money in the necessary
     amount has been theretofore deposited with the Trustee or any Paying Agent
     (other than the Company) in trust or set aside and segregated in trust by
     the Company (if the Company shall act as its own Paying Agent) for the
     Holders of such 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;

          (3)  Securities as to which Defeasance has been effected pursuant to
     Section 1302; and

          (4)  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, made or taken
     any request, demand, authorization, direction, notice, consent, waiver or
     other action hereunder as of any date, (A) the principal amount of an
     Original Issue Discount Security which shall be deemed to be Outstanding
     shall be the amount of the principal thereof which would be due and payable
     as of such date upon acceleration of the Maturity thereof to such date
     pursuant to Section 502, (B) if, as of such date, the principal amount
     payable at the Stated Maturity of a Security is not determinable, the
     principal amount of such Security which shall be deemed to be Outstanding
     shall be the amount as specified or determined as contemplated by Section
     301, (C) the principal amount of a Security denominated in one or more
     foreign currencies or currency units which shall be deemed to be
     Outstanding shall be the U.S. dollar equivalent, determined as of such date
     in the manner provided as contemplated by Section 301, of the principal
     amount of such Security (or, in the case of a Security described in Clause
     (A) or (B) above, of the amount determined as provided in such Clause), and
     (D) 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, waiver or other
     action, 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

                                      -5-
<PAGE>

     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 or any premium or interest on any Securities on behalf of the
     Company.

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

          "Place of Payment," when used with respect to the Securities of any
     series, means the place or places where the principal of any premium and
     interest on the Securities of that series are payable as specified as
     contemplated by Section 301.

          "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.

          "Principal Property" means any manufacturing plant or manufacturing
     facility which is (i) owned by the Company or any Restricted Subsidiary and
     (ii) located within the continental United States of America, except any
     such plant which, in the opinion of the Board of Directors, is not of
     material importance to the total business conducted by the Company and the
     Restricted Subsidiaries taken as a whole.

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

          "Redemption Price," when used with respect to any Security 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.

          "Responsible Officer," when used with respect to the Trustee, means
     any officer within the Corporate Trust Office of the Trustee including any
     vice president, the secretary, any assistant secretary, the treasurer, any
     assistant treasurer, the cashier, any assistant cashier, any trust officer,
     any senior trust officer or assistant trust officer or any other officer of
     the Trustee customarily performing functions similar to those performed by
     any of the above designated officers and also means, with respect to a
     particular corporate trust matter, any other officer to whom such matter is
     referred because of his knowledge of and familiarity with the particular
     subject.

                                      -6-
<PAGE>

          "Restricted Subsidiary" means any Subsidiary of the Company except any
     Subsidiary substantially all of the assets of which are located, or
     substantially all of the business of which is carried on, outside of the
     United States of America, or any Subsidiary substantially all of the assets
     of which consist of stock or other securities of such a Subsidiary.

          "Securities" has the meaning stated in the first recital of this
     Indenture and more particularly means any Securities authenticated and
     delivered under this Indenture.

          "Securities Act" means the Securities Act of 1933 and any statute
     successor thereto, in each case as amended from time to time.

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

          "Special Record Date" for the payment of any Defaulted Interest means
     a date fixed by the Trustee pursuant to Section 307.

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

          "Trust Indenture Act" means the Trust Indenture Act of 1939 as in
     force at the date as of which this instrument was executed; provided,
     however, that in the event the Trust Indenture Act of 1939 is amended after
     such date, "Trust Indenture Act" means, to the extent required by any such
     amendment, the Trust Indenture Act of 1939 as so amended.

          "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.

          "U.S. Government Obligation" has the meaning specified in Section
     1304.

                                      -7-
<PAGE>

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

Section 102.  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 such certificates and opinions as may be required under the Trust
Indenture Act.  Each such certificate or opinion shall be given in the form of
an Officers' Certificate, if to be given by an officer of the Company, or an
Opinion of Counsel, if to be given by counsel, and shall comply with the
requirements of the Trust Indenture Act and any other requirements set forth in
this Indenture.

          Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than the Officers'
Certificate provided for in Section 1004 hereof) shall include:

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

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

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

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

Section 103.  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 an officer of the Company may be based,
insofar as it relates to legal matters, upon an opinion of counsel, unless such
officer knows, or in the exercise of reasonable care should know, that the
opinion with respect to the matters upon which his certificate or opinion is
based are erroneous.  Any such certificate or opinion of counsel may be based,
insofar as it relates to factual matters, upon a certificate of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel

                                      -8-
<PAGE>

knows, or in the exercise of reasonable care should know, that the certificate
or representations with respect to such matters are erroneous.

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

Section 104.  Acts of Holders; Record Dates.
              -----------------------------

          Any request, demand, authorization, direction, notice, consent, waiver
or other action provided or permitted by this Indenture to be given, made or
taken by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by 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 601) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.

          The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof.  Where
such execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority.  The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.

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

          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 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.

          The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to
give, make or take any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Indenture to be
given, made or taken by Holders of Securities of such series, provided that the
Company may not set a record date for, and the provisions of this paragraph
shall not apply with respect to, the giving or making of any notice,
declaration, request or direction

                                      -9-
<PAGE>

referred to in the next paragraph. If any record date is set pursuant to this
paragraph, the Holders of Outstanding Securities of the relevant series on such
record date, and no other Holders, shall be entitled to take the relevant
action, whether or not such Holders remain Holders after such record date;
provided that no such action shall be effective hereunder unless taken on or
prior to the applicable Expiration Date by Holders of the requisite principal
amount of Outstanding Securities of such series on such record date. Nothing in
this paragraph shall be construed to prevent the Company from setting a new
record date for any action for which a record date has previously been set
pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be cancelled and of no effect),
and nothing in this paragraph shall be construed to render ineffective any
action taken by Holders of the requisite principal amount of Outstanding
Securities of the relevant series on the date such action is taken. Promptly
after any record date is set pursuant to this paragraph, the Company, at its own
expense, shall cause notice of such record date, the proposed action by Holders
and the applicable Expiration Date to be given to the Trustee in writing and to
each Holder of Securities of the relevant series in the manner set forth in
Section 106.

          The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to join
in the giving or making of (i) any Notice of Default, (ii) any declaration of
acceleration referred to in Section 502, (iii) any request to institute
proceedings referred to in Section 507(2) or (iv) any direction referred to in
Section 512, in each case with respect to Securities of such series.  If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date; provided that no such
action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date.  Nothing in this paragraph shall
be construed to prevent the Trustee from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken.  Promptly after any record date is set
pursuant to this paragraph, the Trustee, at the Company's expense, shall cause
notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Company in writing and to each Holder of
Securities of the relevant series in the manner set forth in Section 106.

          With respect to any record date set pursuant to this Section, the
party hereto which sets such record dates may designate any date as the
"Expiration Date" and from time to time may change the Expiration Date to any
earlier or later day; provided that no such change shall be effective unless
notice of the proposed new Expiration Date is given to the other party hereto in
writing, and to each Holder of Securities of the relevant series in the manner
set forth in Section 106, on or prior to the existing Expiration Date. If an
Expiration Date is not designated with respect to any record date set pursuant
to this Section, the party hereto which sets such record date shall be deemed to
have initially designated the 180th day after such record date as the Expiration
Date with respect thereto, subject to its right to change

                                      -10-
<PAGE>

the Expiration Date as provided in this paragraph. Notwithstanding the
foregoing, no Expiration Date shall be later than the 180th day after the
applicable record date.

          Without limiting the foregoing, a Holder entitled hereunder to give or
take any action hereunder with regard to any particular Security may do so with
regard to all or any part of the principal amount of such Security or by one or
more duly appointed agents each of which may do so pursuant to such appointment
with regard to all or any part of such principal amount.

Section 105.  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,

          (1)  the Trustee by any Holder or by the Company shall be sufficient
     for every purpose hereunder if made, given, furnished or filed in writing
     to or with the Trustee at 450 West 33rd Street, 15th Floor, New York, NY
     10001, Attn: Institutional Trust Services, or at any other address
     previously furnished in writing to the Company and the Holders by the
     Trustee,

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

Section 106.  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 affected
by such event, at his address as it appears in the Security Register, not later
than the latest date (if any), and not earlier than the earliest date (if any),
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.  Where this Indenture provides for notice
in any manner, such notice may be waived in writing by the Person entitled to
receive such notice, either before or after the event, and such waiver shall be
the equivalent of such notice.  Waivers of notice by Holders shall be filed with
the Trustee, but such filing shall not be a condition precedent to the validity
of any action taken in reliance upon such waiver.

          In 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 with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

                                      -11-
<PAGE>

Section 107.  Conflict with Trust Indenture Act.
              ---------------------------------

              If any provision hereof limits, qualifies or conflicts with a
provision of the Trust Indenture Act that is required under such Act to be a
part of and govern this Indenture, the latter provision shall control. If any
provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the latter provision shall be
deemed to apply to this Indenture as so modified or to be excluded, as the case
may be.

Section 108.  Effect of Headings and Table of Contents.
              ----------------------------------------

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

Section 109.  Successors and Assigns.
              ----------------------

              All covenants and agreements in this Indenture by the Company
shall bind its successors and assigns, whether so expressed or not.

Section 110.  Separability Clause.
              -------------------

              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 111.  Benefits of Indenture.
              ---------------------

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

Section 112.  Governing Law.
              -------------

              This Indenture and the Securities shall be governed by and
construed in accordance with the law of the State of New York, without regard to
principles of conflicts of laws.

Section 113.  Legal Holidays.
              --------------

              In any case where any Interest Payment Date, Redemption Date or
Stated Maturity of any Security shall not be a Business Day at any Place of
Payment, then (notwithstanding any other provision of this Indenture or of the
Securities (other than a provision of any Security that specifically states that
such provision shall apply in lieu of this Section)) payment of interest or
principal (and premium, if any) need not be made at such Place of Payment on
such date, but may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on the Interest Payment Date
or Redemption Date, or at the Stated Maturity, provided, that no interest shall
accrue with

                                      -12-
<PAGE>

respect to such payment for the period from and after such Interest Payment
Date, Redemption Date or Stated Maturity, as the case may be.

                                   ARTICLE 2
                                 SECURITY FORMS
                                 --------------

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

          The Securities of each series shall be in substantially the form set
forth in this Article, or in such other form as shall be established by or
pursuant to a Board Resolution or in one or more indentures supplemental hereto,
in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have
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 thereof.  If
the form of Securities of any series is established by action taken pursuant to
a Board Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 303 for the authentication and delivery of such
Securities.

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

Section 202.  Form of Face of Security.
              ------------------------

          [Insert any legend required by the Internal Revenue Code and the
regulations thereunder.]

                          NORTHROP GRUMMAN CORPORATION

_______________________________________________________________

No. ____________                                                  $_____________

                                                            CUSIP_______________


          Northrop Grumman Corporation, a corporation duly organized and
existing under the laws of Delaware (herein called the "Company," which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to _______________________, or registered
assigns, the principal sum of ______________________ [Dollars] [if other than
Dollars, substitute other currency or currency units] on
____________________________________________ [If the Security is to bear
interest prior to Maturity, Interest __, and to pay interest thereon from
_________________ or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, [semi-annually on ________
______________________ and

                                      -13-
<PAGE>

_____________________ in each year] [if other than semi-annual interest at a
fixed rate, insert frequency of payments and payment dates], commencing
___________________ at [If the Security is to bear interest at a fixed rate,
insert -- the rate of ____% per annum] [if the Security is to bear interest at a
rate determined with reference to one or more formula, refer to description of
index below], until the principal hereof is paid or made available for payment
[If applicable, insert --, provided that any principal and premium, and any such
installment of interest, which is overdue shall bear interest at the rate of
____% per annum (to the extent that the payment of such interest shall be
legally enforceable), from the dates such amounts are due until they are paid or
made available for payment, and such interest shall be payable on demand.]
Interest shall be computed on the basis of a 360-day year of twelve 30-day
months. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the _________________ or ___________________ (whether
or not a Business Day), as the case may be, next preceding such Interest Payment
Date. Any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the Payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture].

          [If the Securities are securities with respect to which the principal
of or any premium or interest may be determined with reference to one or more
indices or formulas, insert the text of such indices or formulas]

          [If the Security is not to bear interest prior to Maturity, insert --
The principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal and any overdue premium shall
bear interest at the rate of _____% per annum (to the extent that the payment of
such interest shall be legally enforceable), from the dates such amounts are due
until they are paid or made available for payment.  Interest on any overdue
principal or premium shall be payable on demand.  [Any such interest on overdue
principal or premium which is not paid on demand shall bear interest at the rate
of _______________% per annum (to the extent that the payment of such interest
on interest shall be legally enforceable), from the date of such demand until
the amount so demanded is paid or made available for payment.  Interest on any
overdue interest shall be payable on demand.]]

          Payment of the principal of (and premium, if any) and [if applicable,
insert -- any such] interest on this Security will be made at the office or
agency of the Company maintained for that purpose in ________________ in such
coin or currency [of the United States of America] [if the Security is
denominated in a currency other than U.S. dollars, specify other currency or
currency unit in which payment of the principal of any premium or interest may
be made] as at the time of payment is legal tender for payment of public and

                                      -14-
<PAGE>

private debts [if applicable, insert --; provided, however, that at the option
of the Company payment of interest may be made by check mailed to the address of
the Person entitled thereto as such address shall appear in the Security
Register or by wire transfer to an account maintained by the Person entitled
thereto as specified in the Security Register.]

          Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

          Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

          IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

Dated:  ________________

                                                    NORTHROP GRUMMAN CORPORATION


                                                    By__________________________

Attest:

_______________________________


Section 203.  Form of Reverse of Security.
              ---------------------------

          This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of ________________, ____ (herein called the
"Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and JPMorgan Chase Bank, as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), and reference is hereby made to the Indenture for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities and of the terms upon
which the securities are, and are to be authenticated and delivered.  This
Security is one of the series designated on the face hereof [if applicable,
insert -- limited in aggregate principal amount to $________________].  [The
Securities are [unsecured general obligations of the Company.]]

          [If applicable, insert -- the securities of this series are subject to
redemption upon not less than 30 days' notice by mail, [If applicable, insert --
(1) on _______________ in any year commencing with the year _____________ and
ending with the year ______________ through operation of the sinking fund for
this series at a Redemption Price

                                      -15-
<PAGE>

equal to 100% of the principal amount, and (2)] at any time [if applicable,
insert -- on or after ______________, ____], as a whole or in part, at the
election of the Company, at the following Redemption Prices (expressed as
percentages of the principal amount), if redeemed [if applicable, insert -- on
or before __________________, _____% and if redeemed] during the 12-month period
beginning ________________ of the years indicated,

                     Redemption                                   Redemption
Year                    Price                 Year                   Price
----                 ----------               ----                ----------



and thereafter at a Redemption Price equal to _____% of the principal amount,
together in the case of any such redemption [if applicable, insert -- (whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]

          [If applicable, insert -- The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, (1) on ______________ in
any year commencing with the year ______ and ending with the year ______ through
operation of the sinking fund for this series at the Redemption Prices for
redemption through operation of the sinking fund (expressed as percentages of
the principal amount) set forth in the table below, and (2) at any time [if
applicable, insert -- on or after ________________, as a whole or in part, at
the election of the Company, at the Redemption Prices for redemption otherwise
than through operation of the sinking fund (expressed as percentages of the
principal amount) set forth in the table below:  If redeemed during the 12-month
period beginning _____________________ of the years indicated,

                          Redemption Price
                           For Redemption                 Redemption Price For
                         Through Operation                Redemption Otherwise
                               of the                    Than Through Operation
Year                        Sinking Fund                  of the Sinking Fund
----                     -----------------               ----------------------



and thereafter at a Redemption Price equal to ______% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

                                      -16-
<PAGE>

          [If applicable, insert -- Notwithstanding the foregoing, the Company
may not, prior to ________________ redeem any Securities of this series as
contemplated by [if applicable, insert -- Clause (2) of the preceding paragraph
as a part of, or in anticipation of, any refunding operation by the application,
directly or indirectly, of moneys borrowed having an interest cost to the
Company (calculated in accordance with generally accepted financial practice) of
less than _________% per annum.]

          [If applicable, insert -- The sinking fund for this series provides
for the redemption on __________________ in each year beginning with the year
___________ and ending with the year ________ of [if applicable, insert -- not
less than $_______________ ("mandatory sinking fund") and not more than]
$_______________ aggregate principal amount of Securities of this series.
Securities of this series acquired or redeemed by the Company otherwise than
through [if applicable, insert -- mandatory] sinking fund payments may be
credited against subsequent [if applicable, insert -- mandatory] [sinking fund
payments otherwise required to be made [if applicable, insert --, in the inverse
order in which they become due].]

          [If the Security is subject to redemption of any kind, insert -- In
the event of redemption of this Security in part only, a new Security or
Securities of this series and of like tenor for the unredeemed portion hereof
will be issued in the name of the Holder hereof upon the cancellation hereof.] -

          [If the Security is not subject to redemption of any kind, insert -
This Security is not redeemable prior to the Stated Maturity.]

          [If applicable, insert -- The Indenture contains provisions for
defeasance at any time of [the entire indebtedness of this Security] [or]
[certain restrictive covenants and Events of Default with respect to this
Security] [, in each case] upon compliance with certain conditions set forth in
the Indenture.]

          [If the Security is convertible into securities of the Company,
specify the conversion features.]

          [If the Security is not an Original Issue Discount Security, insert --
If an Event of Default with respect to Securities of this series shall occur and
be continuing, the principal of the Securities of this series may be declared
due and payable in the manner and with the effect provided in the Indenture.]

          [If the Security is an Original Issue Discount Security, insert -- If
an Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.  Such amount shall be equal to -- [insert formula for determining the
amount.]  Upon payment (i) of the amount of principal so declared due and
payable and (ii) of interest on any overdue principal, premium and interest (in
each case to the extent that the payment of such interest shall be legally
enforceable), all of the Company's obligations in respect of the payment of the
principal of and premium and interest, if any, on the Securities of this series
shall terminate.]

                                      -17-
<PAGE>

          The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected.  The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences.  Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

          As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of indemnity.  The
foregoing shall not apply to any suit instituted by the Holder of this Security
for the enforcement of any payment of principal hereof or any premium or
interest hereon on or after the respective due dates expressed herein.

          No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and any premium and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.

          As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.

          The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are

                                      -18-
<PAGE>

exchangeable for a like aggregate principal amount of Securities of this series
and of like tenor of a different authorized denomination, as requested by the
Holder surrendering the same.

          No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

          Prior to due presentment of this 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 this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.

          All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

Section 204.  Form of Legend for Global Securities.
              ------------------------------------

          Unless otherwise specified as contemplated by Section 301 for the
Securities evidenced thereby, every Global Security authenticated and delivered
hereunder shall bear a legend in substantially the following form:

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF.  THIS SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR
EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED IN THE NAME OF ANY
PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

Section 205.  Form of Trustee's Certificate of Authentication.
              -----------------------------------------------

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

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

                                         JPMORGAN CHASE BANK, As Trustee

                                         _______________________________________
                                         Authorized Officer

                                      -19-
<PAGE>

                                   ARTICLE 3
                                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 in or pursuant to a Board Resolution and, subject to Section 303,
set forth, or determined in the manner provided, in an Officers' Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series:

          (1)  the title of the Securities of the series (which shall
     distinguish the Securities of the series from Securities of any other
     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 exchange for, or in lieu of, other Securities of the
     series pursuant to Section 304, 305, 306, 906 or 1107 and except for any
     Securities which, pursuant to Section 303, are deemed never to have been
     authenticated and delivered hereunder);

          (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 on which the principal of any Securities of the
     series is payable;

          (5)  the rate or rates at which any Securities of the series shall
     bear interest, if any, the date or dates from which any such interest shall
     accrue, the Interest Payment Dates on which any such interest shall be
     payable and the Regular Record Date for any such interest payable on any
     Interest Payment Date;

          (6)  the place or places where the principal of and any premium and
     interest on any Securities of the series shall be payable;

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

                                      -20-
<PAGE>

          (9)  any provision for the conversion or exchange of Securities of the
     series, either at the option of the Holder thereof or the Company, into or
     for another security or securities of the Company, the security or
     securities into or for which, the period or periods within which, the price
     or prices, including any adjustments thereto, at which and the other terms
     and conditions upon which any Securities of the series shall be converted
     or exchanged, in whole or in part, pursuant to such obligation;

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

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

          (12) if other than the currency of the United States of America, the
     currency, currencies or currency units in which the principal of or any
     premium or interest on any Securities of the series shall be payable and
     the manner of determining the equivalent thereof in the currency of the
     United States of America for any purpose, including for purposes of the
     definition of "Outstanding" in Section 101;

          (13) if the principal of or any premium or interest on any Securities
     of the series is to be payable, at the election of the Company or the
     Holder thereof, in one or more currencies or currency units other than that
     or those in which such Securities are stated to be payable, the currency,
     currencies or currency units in which the principal of or any premium or
     interest on such Securities as to which such election is made shall be
     payable, the periods within which and the terms and conditions upon which
     such election is to be made and the amount so payable (or the manner in
     which such amount shall be determined);

          (14) if other than the entire principal amount thereof, the portion of
     the principal amount of any Securities of the series which shall be payable
     upon declaration of acceleration of the Maturity thereof pursuant to
     Section 502;

          (15) if the principal amount payable at the Stated Maturity of any
     Securities of the series will not be determinable as of any one or more
     dates prior to the Stated Maturity, the amount which shall be deemed to be
     the principal amount of such Securities as of any such date for any purpose
     thereunder or hereunder, including the principal amount thereof which shall
     be due and payable upon any Maturity other than the Stated Maturity or
     which shall be deemed to be Outstanding as of any date prior to the Stated
     Maturity (or, in any such case, the manner in which such amount deemed to
     be the principal amount shall be determined);

          (16) whether either or both of Section 1302 and Section 1303 shall not
     apply to the Securities of the series;

          (17) if and as applicable, that any Securities of the series shall be
     issuable in whole or in part in the form of one or more Global Securities
     and, in such case, the respective Depositaries for such Global Securities,
     the form of any legend or legends

                                      -21-
<PAGE>

     which shall be borne by any such Global Security in addition to or in lieu
     of that set forth in Section 204 and any circumstances in addition to or in
     lieu of those set forth in Clause (2) of the last paragraph of Section 305
     in which any such Global Security may be exchanged in whole or in part for
     Securities registered, and any transfer of such Global Security in whole or
     in part may be registered, in the name or names of Persons other than the
     Depositary for such Global Security or a nominee thereof;

          (18) any addition to or change in the Events of Default which applies
     to any Securities of the series and any change in the right of the Trustee
     or the requisite Holders of such Securities to declare the principal amount
     thereof due and payable pursuant to Section 502;

          (19) any addition to or change in the covenants set forth in Article
     Ten which applies to Securities of the series;

          (20) any other terms of the series (which terms shall not be
     inconsistent with the provisions of this Indenture, except as permitted by
     Section 901(5)).

          All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to 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 one time and, unless otherwise provided,
a series may be reopened for issuances of additional Securities of such series.

          Unless otherwise provided with respect to the Securities of any
series, at the option of the Company, interest on the Securities of any series
that bears interest may be paid by mailing a check to the address of the person
entitled thereto as such address shall appear in the Security Register.

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

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

          The Securities of each series shall be issuable only in registered
form without coupons and only in such denominations as shall be specified as
contemplated by Section 301.  In the absence of any such specified denomination
with respect to the Securities of any series, the Securities of such series
shall be issuable in denominations of $1,000 and any integral multiple thereof.

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

          The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its Vice Chairman of the Board, its President, one of its
Vice Presidents or an

                                      -22-
<PAGE>

Assistant Treasurer, under its corporate seal reproduced thereon 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, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities.  If the
form 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 601) shall be fully protected in
relying upon, an Opinion of Counsel stating,

          (1)  if the form of such Securities has been established by or
     pursuant to Board Resolution as permitted by Section 201, that such form
     has been established in conformity with the provisions of this Indenture;

          (2)  if the terms of such Securities have been established by or
     pursuant to Board Resolution as permitted by Section 301, that such terms
     have been established in conformity with the provisions of this Indenture;
     and

          (3)  that such Securities, when authenticated and delivered by the
     Trustee and issued by the Company in the manner and subject to any
     conditions specified in such Opinion of Counsel, will constitute valid and
     legally binding obligations of the Company enforceable in accordance with
     their terms, subject to bankruptcy, insolvency, fraudulent transfer,
     reorganization, moratorium and similar laws of general applicability
     relating to or affecting creditors' rights and to general equity principles
     and, if applicable, to provisions of law which may require that a judgment
     for money damages rendered by a court in the United States be expressed in
     United States dollars.

If such form 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 or otherwise in a manner
which is not reasonably acceptable to the Trustee.

          Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 301 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or

                                      -23-
<PAGE>

prior to the authentication of each Security of such series if such documents
are delivered at or prior to the authentication upon original issuance of the
first Security of such series to be issued.

          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 the Trustee by manual signature of an authorized officer, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder.  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 the Trustee shall authenticate and
deliver, temporary Securities which are printed, lithographed, typewritten,
mimeographed 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.

          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 for definitive
Securities 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
the Trustee shall authenticate and deliver in exchange therefor one or more
definitive Securities of the same series, of any authorized denominations and of
like tenor and aggregate principal amount.  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 register maintained in such office or in any other
office or agency of the Company in a Place of Payment being herein sometimes
referred to as the "Security Register") in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of Securities and of transfers of Securities.  The Trustee is

                                      -24-
<PAGE>

hereby appointed "Security Registrar" for the purpose of registering Securities
and transfers of Securities as herein provided.

          Upon surrender for registration of transfer of any Security of a
series at the office or agency of the Company in a Place of Payment for that
series, the Company shall execute, and 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 like
tenor and aggregate principal amount.

          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
like tenor and aggregate principal amount, upon surrender of the Securities to
be exchanged at such office or agency.  Whenever any Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive.

          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 his attorney duly authorized in writing.

          No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.

          If the Securities of any series (or of any series and specified tenor)
are to be redeemed in part, the Company shall not be required (A) to issue,
register the transfer of or exchange any Securities of that series (or of that
series and specified tenor, as the case may be) during a period beginning at the
opening of business 15 days before the day of the mailing of a notice of
redemption of any such Securities selected for redemption under Section 1103 and
ending at the close of business on the day of such mailing, or (B) to register
the transfer of or exchange any Security so selected for redemption in whole or
in part, except the unredeemed portion of any Security being redeemed in part.

          The provisions of Clauses (1), (2), (3), (4), (5) and (6) below shall
apply only to Global Securities:

          (1)  Each Global Security authenticated under this Indenture shall be
     registered in the name of the Depositary designated for such Global
     Security or a nominee thereof and delivered to such Depositary or a nominee
     thereof or custodian

                                      -25-
<PAGE>

     therefor, and each such Global Security shall constitute a single Security
     for all purposes of this Indenture.

          (2)  Notwithstanding any other provision in this Indenture, no Global
     Security may be exchanged in whole or in part for Securities registered,
     and no transfer of a Global Security in whole or in part may be registered,
     in the name of any Person other than the Depositary for such Global
     Security or a nominee thereof unless (A) such Depositary (i) has notified
     the Company that it is unwilling or unable to continue as Depositary for
     such Global Security or (ii) has ceased to be a clearing agency registered
     under the Exchange Act, (B) there shall have occurred and be continuing an
     Event of Default with respect to such Global Security or (C) there shall
     exist such circumstances, if any, in addition to or in lieu of the
     foregoing as have been specified for this purpose as contemplated by
     Section 301.

          (3)  Subject to the provisions of Clause (2) above, the rights of
     holders of such Global Securities shall be exercised only through the
     Depositary and shall be limited to those established by law and agreements
     between such holders and the Depositary and or the Depositary participants.
     The initial Depositary will make book-entry transfers among the Depositary
     participants and receive and transmit distributions of principal and
     interest on the Global Securities to such Depositary participants.

          The Depositary may be treated by the Company and the Trustee, and any
     of their respective agents, employees, officers and directors, as the
     absolute owner of the Global Securities for all purposes whatsoever.
     Notwithstanding the foregoing, nothing in this Indenture shall prevent the
     Company and the Trustee, or any of their respective agents, from giving
     effect to any written certification, proxy or other authorization furnished
     by the Depositary, or shall impair the operation of customary practices
     governing the exercise of the rights of a holder of any Global Security.
     Subject to the foregoing provisions of this Section, any holder may grant
     proxies and otherwise authorize any person to take any action which a
     holder is entitled to take under this Indenture or the Global Securities.

          (4)  Subject to Clause (2) above, any exchange of a Global Security
     for other Securities may be made in whole or in part, and all Securities
     issued in exchange for a Global Security or any portion thereof shall be
     registered in such names as the Depositary for such Global Security shall
     direct.

          (5)  Every Security authenticated and delivered upon registration of
     transfer of, or in exchange for or in lieu of, a Global Security or any
     portion thereof, whether pursuant to this Section, Section 304, 306, 906 or
     1107 or otherwise, shall be authenticated and delivered in the form of, and
     shall be, a Global Security, unless such Security is registered in the name
     of a Person other than the Depositary for such Global Security or a nominee
     thereof.

          (6)  None of the Company, the Trustee nor any agent of the Company or
     the Trustee will have any responsibility or liability for any aspect of the
     records relating to

                                      -26-
<PAGE>

     or payments made on account of beneficial ownership interests of a Global
     Security or maintaining, supervising or reviewing any records relating to
     such beneficial ownership interests.

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

          If any mutilated Security is surrendered to the Trustee, the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new 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
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 the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Security, a new Security
of the 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) 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.

          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.
              ----------------------------------------------

          Except as 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 at the close of business on the Regular Record Date
for such interest.

                                      -27-
<PAGE>

          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 name 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 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 10 days prior to the
     date of the proposed payment and not less than 10 days after the receipt by
     the Trustee of any 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, not less than 10 days prior to such Special Record Date.
     Notice of the proposed payment of such Defaulted Interest and the Special
     Record Date therefor having been 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.

                                      -28-
<PAGE>

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 as the owner of such
Security for the purpose of receiving payment of principal of and any premium
and (subject to Section 307) any 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.

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 cancelled 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 cancelled by the Trustee.  No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided
in this Section, except as expressly permitted by this Indenture.  All cancelled
Securities held by the Trustee shall be disposed of by the Trustee in accordance
with its customary procedure, unless otherwise directed by a Company Order.

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

          Except as otherwise specified as contemplated by 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.

                                   ARTICLE 4
                          SATISFACTION AND DISCHARGE
                          --------------------------

Section 401.  Satisfaction and Discharge of Indenture.
              ---------------------------------------

     This Indenture shall upon Company Request cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of
Securities herein expressly provided for), and the Trustee, at the expense of
the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

          (1)  either

               (a)  all Securities theretofore authenticated and delivered
     (other than (i) Securities which have been destroyed, lost or stolen and
     which have been replaced or paid as provided in Section 306 and (ii)
     Securities for whose payment money has theretofore been deposited in trust
     or segregated and held in trust by the Company and

                                      -29-
<PAGE>

     thereafter repaid to the Company or discharged from such trust, as provided
     in Section 1003) have been delivered to the Trustee for cancellation; or

               (b)  all such Securities not theretofore delivered to the Trustee
     for cancellation

                    (i)   have become due and payable, or

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

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

and the Company, in the case of (i) (ii) or (iii) above, has deposited or caused
to be deposited with the Trustee as trust funds in trust for the purpose money
(either in United States dollars or such other currency or currency units in
which the Securities of any series may be payable) in an amount sufficient to
pay and discharge the entire indebtedness on such Securities not theretofore
delivered to the Trustee for cancellation, for principal and any premium and
interest to the date of such deposit (in the case of Securities which have
become due and payable) or to the Stated Maturity or Redemption Date, as the
case may be;

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

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

          Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607, the obligations of
the Company to any Authenticating Agent under Section 614 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.

Section 402.  Application of Trust Money.
              --------------------------

          Subject to the provisions of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Section 401 shall be held in trust
and applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and any premium and
interest for whose payment such money has been deposited with the Trustee.

                                      -30-
<PAGE>

                                   ARTICLE 5
                                   REMEDIES
                                   --------

Section 501.  Events of Default.
              -----------------

          "Event of Default", wherever used herein with respect to Securities of
any series, means any 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):

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

          (2)  default in the payment of the principal of or any premium on any
     Security of that series when due, whether at its Maturity, upon
     acceleration or otherwise; or

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

          (4)  default in the performance, or breach, of any covenant, agreement
     or warranty of the Company in this Indenture (other than a covenant,
     agreement or warranty a default in whose performance or whose breach is
     elsewhere in this Section specifically dealt with or which has expressly
     been included in this Indenture solely for the benefit of series of
     Securities other than that series), and continuance of such default or
     breach for a period of 90 days after there has been given, by registered or
     certified mail, to the Company by the Trustee or to the Company and the
     Trustee by the Holders of at least 10% in principal amount of the
     Outstanding Securities of that series a written notice specifying such
     default or breach and requiring it to be remedied and stating that such
     notice is a "Notice of Default" hereunder; or

          (5)  the entry by a court having jurisdiction in the premises of (A) a
     decree or order for relief in respect of the Company in an involuntary case
     or proceeding under any applicable Federal or State bankruptcy, insolvency,
     reorganization or other similar law or (B) a decree or order adjudging the
     Company a bankrupt or insolvent, or approving as properly filed a petition
     seeking reorganization, arrangement, adjustment or composition of or in
     respect of the Company under any applicable Federal or State law, or
     appointing a custodian, receiver, liquidator, assignee, trustee,
     sequestrator or other similar official of the Company or of any substantial
     part of its property, or ordering the winding up or liquidation of its
     affairs, and the continuance of any such decree or order for relief or any
     such other decree or order unstayed and in effect for a period of 60
     consecutive days; or

          (6)  the commencement by the Company of a voluntary case or proceeding
     under any applicable Federal or State bankruptcy, insolvency,
     reorganization or other similar law or of any other case or proceeding to
     be adjudicated a bankrupt or

                                      -31-
<PAGE>

     insolvent, or the consent by it to the entry of a decree or order for
     relief in respect of the Company in an involuntary case or proceeding under
     any applicable Federal or State bankruptcy, insolvency, reorganization or
     other similar law or to the commencement of any bankruptcy or insolvency
     case or proceeding against it, or the filing by it of a petition or answer
     or consent seeking reorganization or relief under any applicable Federal or
     State law, or the consent by it to the filing of such petition or to the
     appointment of or taking possession by a custodian, receiver, liquidator,
     assignee, trustee, sequestrator or other similar official of the Company or
     of any substantial part of its property, or the making by it of an
     assignment for the benefit of creditors, or the admission by it in writing
     of its inability to pay its debts generally as they become due, or the
     taking of corporate action by the Company in furtherance of any such
     action; or

          (7)  any other Event of Default provided with respect to Securities of
     that series.

Section 502.  Acceleration of Maturity; Rescission and Annulment.
              --------------------------------------------------

          If an Event of Default (other than an Event of Default specified in
Section 501(5) or 501(6)) with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Securities
of that series may declare the principal amount of all the Securities of that
series (or, if any Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may be
specified by the terms thereof) to be due and payable immediately, by a notice
in writing to the Company (and to the Trustee if given by Holders), and upon any
such declaration such principal amount (or specified amount) shall become
immediately due and payable.  If an Event of Default specified in Section 501(5)
or 501(6) with respect to Securities of any series at the time Outstanding
occurs, the principal amount of all the Securities of that series (or, if any
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount of such Securities as may be specified by the terms
thereof) shall automatically, and without any declaration or other action on the
part of the Trustee or any Holder, become immediately due and payable.

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

          (1)  the Company has paid or deposited with the Trustee a sum
     sufficient to pay;

               (A)  all overdue interest on all Securities of that series,

                                      -32-
<PAGE>

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

               (C)  to the extent that payment of such interest is lawful,
interest upon overdue interest at the rate or rates prescribed therefor in such
Securities, and

               (D)  all sums paid or advanced by the Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel; and

          (2)  all Events of Default with respect to Securities of that series,
     other than the non-payment of the principal of Securities of that series
     which have become due solely by such declaration of acceleration, have been
     cured or waived as provided in Section 513.

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

Section 503.  Collection of Indebtedness and Suits for Enforcement by Trustee.
              ---------------------------------------------------------------

          The Company covenants that if:

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

          (2)  default is made in the payment of the principal of (or premium,
     if any, on) any Security whether at the Maturity or upon acceleration or
     otherwise thereof;

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal and any premium and interest and, to the extent that
payment of such interest shall be legally enforceable, interest on any overdue
principal and premium and on any overdue interest, at the rate or rates
prescribed therefor in such Securities, and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.

          If an Event of Default with respect to Securities of any series occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Securities of such series by
such appropriate judicial proceedings as the Trustee shall deem most effectual
to protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy.

                                      -33-
<PAGE>

Section 504.  Trustee May File Proofs of Claim.
              --------------------------------

              In case of any judicial proceeding relative to the Company (or any
other obligor upon the Securities), its property or its creditors, the Trustee
shall be entitled and empowered, by intervention in such proceeding or
otherwise, to take any and all actions authorized under the Trust Indenture Act
in order to have claims of the Holders and the Trustee allowed in any such
proceeding.  In particular, the Trustee shall be authorized to collect and
receive any moneys or other property payable or deliverable on any such claims
and to distribute the same; and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official 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 consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 607.

              No provision of this Indenture 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 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; provided,
however, that the Trustee may, on behalf of the Holders, vote for the election
of a trustee in bankruptcy or similar official and be a member of a creditors'
or other similar committee.

Section 505.  Trustee May Enforce Claims Without Possession of Securities.
              -----------------------------------------------------------

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

Section 506.  Application of Money Collected.
              ------------------------------

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

              FIRST: To the payment of all amounts due the Trustee under Section
     607; and

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

                                      -34-
<PAGE>

          THIRD:  To the Company or any other Person or Persons entitled
     thereto.

Section 507.  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:

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

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

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

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

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

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all of such
Holders.

Section 508.  Unconditional Right of Holders to Receive Principal, Premium and
              ----------------------------------------------------------------
Interest and to Convert.
-----------------------

          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 any premium and (subject to Section 307)
interest on such Security on the respective Stated Maturities expressed in such
Security (or, in the case of redemption, on the Redemption Date) and to convert
such Security in accordance with the provisions in the form of Security of any
particular series pursuant to Section 301(9) and to institute suit for the
enforcement of any such payment and right to convert, and such rights shall not
be impaired without the consent of such Holder.

                                      -35-
<PAGE>

Section 509.  Restoration of Rights and Remedies.
              ----------------------------------

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

Section 510.  Rights and Remedies Cumulative.
              ------------------------------

              Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities in the last paragraph
of Section 306, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise.  The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

Section 511.  Delay or Omission Not Waiver.
              ----------------------------

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

Section 512.  Control by Holders.
              ------------------

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

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

              (2)  the Trustee may take any other action deemed proper by the
     Trustee which is not inconsistent with such direction; and

              (3)  subject to the provisions of Section 601, the Trustee shall
have the right to decline to follow any such direction if the Trustee in good
faith shall, by a Responsible Officer or Officers of the Trustee, determine that
the proceeding so directed would involve the Trustee in personal liability.

                                      -36-
<PAGE>

Section 513.  Waiver of Past Defaults.
              -----------------------

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

              (1)  in the payment of the principal of or any premium or interest
     on any Security of such series, or

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

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

Section 514.  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, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess costs against
any such party litigant, in the manner and to the extent provided in the Trust
Indenture Act; provided that neither this Section nor the Trust Indenture Act
shall be deemed to authorize any court to require such an undertaking or to make
such an assessment in any suit instituted by the Company.

Section 515.  Waiver of Usury, Stay or Extension Laws.
              ---------------------------------------

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

                                   ARTICLE 6
                                  THE TRUSTEE
                                  -----------

Section 601.  Certain Duties and Responsibilities.
              -----------------------------------

              The Trustee, prior to the occurrence of an Event of Default and
after the curing or waiving of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture. In case an Event of

                                      -37-
<PAGE>

Default to the actual knowledge of a Responsible Officer of the Trustee has
occurred, has not been waived 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.

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

                    (a)  prior to the occurrence of an Event of Default and
     after the curing or waiving of all such Events of Default which may have
     occurred;

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

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

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

                    (c)  the Trustee shall not be liable with respect to any
     action taken or omitted to be taken by it in good faith in accordance with
     the direction of the Holders of not less than a majority in principal
     amount of the Securities at the time outstanding relating to the time,
     method and place of conducting a proceeding for any remedy available to the
     Trustee, or exercising any trust or power conferred upon the Trustee, under
     this Indenture.

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

              This Section is in furtherance of and subject to Sections 315 and
316 of the Trust Indenture Act.

                                      -38-
<PAGE>

Section 602.  Notice of Defaults.
              ------------------

              If a default occurs hereunder with respect to Securities of any
series, the Trustee shall give the Holders of Securities of such series notice
of such default as and to the extent provided by the Trust Indenture Act;
provided, however, that in the case of any default of the character specified in
Section 501(4) with respect to Securities of such series, no such notice to
Holders shall be given until at least 30 days after the occurrence thereof.  For
the purpose of this Section, the term "default" means any event which is, or
after notice or lapse of time or both would become, an Event of Default with
respect to Securities of such series.

Section 603.  Certain Rights of Trustee.
              -------------------------

              Subject to the provisions of Section 601:

              (1)  the Trustee may conclusively rely and shall be fully
     protected in acting or refraining from acting upon any resolution,
     certificate, statement, instrument, opinion, report, notice, request,
     direction, consent, order, bond, debenture, note, other evidence of
     indebtedness or other paper or document believed by it to be genuine and to
     have been signed or presented by the proper party or parties;

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

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

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

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

              (6)  the Trustee shall not be bound to make any investigation into
     the facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent order,
     bond, debenture, note, other evidence of indebtedness or other paper or
     document, but the Trustee, in its discretion may make such further inquiry
     or investigation into such facts or matters as it may see fit, and, if the
     Trustee shall determine to make such further inquiry or investigation, it
     shall be

                                      -39-
<PAGE>

     entitled to examine the books, records and premises of the Company,
     personally or by agent or attorney at the sole cost and expense of the
     Company;

              (7)  the Trustee may execute any of the trusts or powers hereunder
     or perform any duties hereunder either directly or by or through agents or
     attorneys and the Trustee shall not be responsible for any misconduct or
     negligence on the part of, or for the supervision of, any agent or attorney
     appointed with due care by it hereunder;

              (8)  in the event the Trustee is also acting as Paying Agent,
     Authenticating Agent or Security Registrar hereunder, the rights and
     protections afforded to the Trustee pursuant to this Indenture shall also
     be afforded to such Paying Agent, Authenticating Agent or Registrar;

              (9)  the Trustee shall not be charged with knowledge of an Event
     of Default unless a Responsible Officer of the Trustee obtains actual
     knowledge of such event or the Trustee receives written notice of such
     event from the Company or from Holders of Securities of any series so
     affected evidencing no less than 51 % of the aggregate outstanding
     principal amount of Securities of such series; and

              (10) without prejudice to any other rights available to the
     Trustee under applicable law, when the Trustee incurs expenses or renders
     services in connection with an Event of Default specified in Section 501(5)
     or Section 501(6), such expenses (including the fees and expenses of its
     counsel) and the compensation for such services are intended to constitute
     expenses of administration under any bankruptcy or insolvency law.

Section 604.  Not Responsible for Recitals or Issuance of Securities.
              ------------------------------------------------------

              The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and neither the Trustee nor any Authenticating Agent assumes any
responsibility for their correctness.  The Trustee makes no representations as
to the validity or sufficiency of this Indenture or of the Securities.  Neither
the Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company of Securities or the proceeds thereof.

Section 605.  May Hold Securities.
              -------------------

              The Trustee, any Authenticating Agent, any Paying Agent, any
Security Registrar or any other agent of the Company, in its individual or any
other capacity, may become the owner or pledgee of Securities and, subject to
Sections 608 and 613, may otherwise deal with the Company with the same rights
it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other agent.

Section 606.  Money Held in Trust.
              -------------------

              Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any money received by it hereunder
except as otherwise agreed with the Company.

                                      -40-
<PAGE>

Section 607.  Compensation and Reimbursement.
              ------------------------------

              The Company agrees:

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

              (2)  except as otherwise expressly provided herein, to reimburse
     the Trustee upon its request for all reasonable expenses, disbursements and
     advances incurred or made by the Trustee in accordance with any provision
     of this Indenture (including the reasonable compensation and the expenses
     and disbursements of its agents and counsel), except any such expense,
     disbursement or advance as may be attributable to its negligence or bad
     faith; and

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

              As security for the performance of the obligations of the Company
under this Section, the Trustee shall have a lien prior to the Securities upon
all property and funds held or collected by the Trustee as such, except funds
held in trust for the benefit of the Holders of particular Securities.

Section 608.  Conflicting Interests.
              ---------------------

              If the Trustee has or shall acquire a conflicting interest within
the meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture. To the extent
permitted by such Act, the Trustee shall not be deemed to have a conflicting
interest by virtue of being a trustee under this Indenture with respect to
Securities of more than one series.

Section 609.  Corporate Trustee Required; Eligibility.
              ---------------------------------------

              There shall at all times be a Trustee hereunder, which may be
Trustee hereunder for Securities of one or more other series. Each Trustee shall
be a Person that is eligible pursuant to the Trust Indenture Act to act as such
and has a combined capital and surplus of at least $50,000,000 and has its
Corporate Trust Office in the City of New York. If any such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of its supervising or examining authority, then for the purposes of this Section
and to the extent permitted by the Trust Indenture Act, the combined capital and
surplus of such Person 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
the Trustee with respect to the
                                      -41-
<PAGE>

Securities of any series shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.

Section 610.  Resignation and Removal; Appointment of Successor.
              -------------------------------------------------

              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 611.

              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. If the
instrument of acceptance by a successor Trustee required by Section 611 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

              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.

              If at any time:

              (1)  the Trustee shall fail to comply with Section 608 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,

              (2)  the Trustee shall cease to be eligible under Section 609 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, (A) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (B) subject to Section 514, 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 all
Securities and the appointment of a successor Trustee or Trustees.

              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) and shall comply with the
applicable requirements of

                                      -42-
<PAGE>

Section 611. 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 611, 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 611, 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.

              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 to all
Holders of Securities of such series in the manner provided in Section 106. 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.

Section 611.  Acceptance of Appointment by Successor.
              --------------------------------------

              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.

              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

                                      -43-
<PAGE>

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.

              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 the first or second preceding paragraph, as the case may be.

              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. No trustee hereunder shall be liable for the acts or
omissions of any successor Trustee.

Section 612.  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.

Section 613.  Preferential Collection of Claims Against Company.
              -------------------------------------------------

              If and when the Trustee shall be or become a creditor of the
Company (or any other obligor upon the Securities), the Trustee shall be subject
to the provisions of the Trust Indenture Act regarding the collection of claims
against the Company (or any such other obligor).

Section 614.  Appointment of Authenticating Agent.
              -----------------------------------

              The Trustee 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

                                      -44-
<PAGE>

authenticate Securities of such series issued upon original issue and upon
exchange, registration of transfer or partial redemption thereof or pursuant to
Section 306, and Securities so authenticated shall be entitled to the benefits
of this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. 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 or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for 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 any time
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 give 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. 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 Company agrees to pay to each Authenticating Agent from time
to time reasonable compensation for its services under this Section.

                                      -45-
<PAGE>

              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
alternative certificate of authentication in the following form:

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


                                    JPMORGAN CHASE BANK, as Trustee

                                    By:_________________________________
                                       As Authenticating Agent

                                    By:_________________________________
                                       Authorized Officer


                                   ARTICLE 7
               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY
               -------------------------------------------------

Section 701.  Company to Furnish Trustee Names and Addresses of Holders.
              ---------------------------------------------------------

              The Company will furnish or cause to be furnished to the Trustee,

              (1)  semi-annually, not later than April 15 and October 15 in each
     year, a list in such form as the Trustee may reasonably require, of the
     names and addresses of the Holders of Securities of each series as of the
     preceding April 1 or October 1 as the case may be; and

              (2)  at such other times as the Trustee may request in writing,
     within 30 days after the receipt by the Company of any such request, a list
     of similar form and content as of a date not more than 15 days prior to the
     time such list is furnished;

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

Section 702.  Preservation of Information; Communications to Holders.
              ------------------------------------------------------

              The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 701 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.

              The rights of Holders to communicate with other Holders with
respect to their rights under this Indenture or under the Securities, and the
corresponding rights and privileges of the Trustee, shall be as provided by the
Trust Indenture Act.

                                      -46-
<PAGE>

              Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any agent of either of them shall be held accountable by reason of any
disclosure of information as to names and addresses of Holders made pursuant to
the Trust Indenture Act.

Section 703.  Reports by Trustee.
              ------------------

              The Trustee shall transmit to the Holders such reports concerning
the Trustee and its actions under this Indenture as may be required pursuant to
the Trust Indenture Act at the times and in the manner provided pursuant
thereto.

              Reports so required to be transmitted at stated intervals of not
more than 12 months shall be transmitted no later than October 15 in each
calendar year, commencing in 2002.

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

Section 704.  Reports by Company.
              ------------------

              The Company shall file with the Trustee and the Commission, and
transmit to the Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided pursuant to such Act; provided that any such
information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the
Trustee within 15 days after the same is so required to be filed with the
Commission.

                                   ARTICLE 8
             CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
             ----------------------------------------------------

Section 801.  Company May Consolidate, Etc., Only on Certain Terms.
              ----------------------------------------------------

              The Company shall not consolidate with or merge into any other
Person or convey, transfer or lease its properties and assets substantially as
an entirety to any Person, and the Company shall not permit any Person to
consolidate with or merge into the Company or convey, transfer or lease its
properties and assets substantially as an entirety to the Company, unless:

              (1)  in case the Company shall consolidate with or merge into
     another Person or convey, transfer or lease its properties and assets
     substantially as an entirety to any Person, the Person formed by such
     consolidation or into which the Company is merged or the Person which
     acquires by conveyance or transfer, or which leases, the properties and
     assets of the Company substantially as an entirety shall be a corporation,
     limited liability company, partnership or trust, shall be organized and
     validly existing under the laws of the United States of America, any State
     thereof or

                                      -47-
<PAGE>

     the District of Columbia and shall expressly assume, by an indenture
     supplemental hereto, executed and delivered to the Trustee, in form
     satisfactory to the Trustee, the due and punctual payment of the principal
     of and any premium and interest on all the Securities and the performance
     or observance of every covenant of this Indenture on the part of the
     Company to be performed or observed;

              (2)  immediately after giving effect to such transaction and
     treating any indebtedness which becomes an obligation of the Company or any
     Subsidiary as a result of such transaction as having been incurred by the
     Company or such Subsidiary at the time of such transaction, no Event of
     Default, and no event which, after notice or lapse of time or both, would
     become an Event of Default, shall have happened and be continuing; and

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

Section 802.  Successor Substituted.
              ---------------------

              Upon any consolidation of the Company with, or merger of the
Company into, any other Person or any conveyance, transfer or lease of the
properties and assets of the Company substantially as an entirety in accordance
with Section 801, the successor Person formed by such consolidation or into
which the Company is merged or to which such conveyance, transfer or lease is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein, and thereafter, except in
the case of a lease, the predecessor Person shall be relieved of all obligations
and covenants under this Indenture and the Securities.

                                   ARTICLE 9
                            SUPPLEMENTAL INDENTURES
                            -----------------------

Section 901.  Supplemental Indentures Without Consent of Holders.
              --------------------------------------------------

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

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

                                      -48-
<PAGE>

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

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

              (4)  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 in uncertificated form;

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

              (6)  to secure the Securities;

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

              (8)  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 611;

              (9)  to cure any ambiguity, to correct or supplement any provision
     herein which may be defective or inconsistent with any other provision
     herein, or to make any other provisions with respect to matters or
     questions arising under this Indenture, provided that such action pursuant
     to this Clause (9) shall not adversely affect the interests of the Holders
     of Securities of any series in any material respect; or

              (10) to make provisions with respect to the conversion rights of
     Holders, including providing for the conversion of the Securities into any
     security or securities of the Company.

                                      -49-
<PAGE>

Section 902.  Supplemental Indentures with Consent of Holders.
              -----------------------------------------------

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

              (1)  change the Stated Maturity of the principal of, or any
     installment of principal of or interest on, any Security, or reduce the
     principal amount thereof or the rate of interest thereon (including any
     change in the index, indices or formula pursuant to which such rate is
     determined that would reduce such rate for any period) or any premium
     payable upon the redemption thereof, change the right to convert any
     Security in accordance with the provisions in the form of such Security
     pursuant to Section 301(9) hereof, or reduce the amount of the principal of
     an Original Issue Discount Security or any other Security which would be
     due and payable upon a declaration of acceleration of the Maturity thereof
     pursuant to Section 502, or change any Place of Payment where, or the coin
     or currency in which, any Security or any premium or 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, on or after the Redemption Date) or any such right to convert,
     or

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

              (3)  modify any of the provisions of this Section, Section 513 or
     Section 1008, 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 and Section 1008, or the
     deletion of this proviso, in accordance with the requirements of Sections
     611 and 901(8).

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.

                                      -50-
<PAGE>

              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.

Section 903.  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 601) 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 904.  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 theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby.

Section 905.  Conformity with Trust Indenture Act.
              -----------------------------------

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

Section 906.  Reference in Securities to Supplemental Indentures.
              --------------------------------------------------

              Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and shall
if required by the Trustee, bear a notation in 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 Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.

                                  ARTICLE 10
                                   COVENANTS
                                   ---------

Section 1001. 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 any premium
and interest on the Securities of that series in accordance with the terms of
the Securities and this Indenture.

                                      -51-
<PAGE>

Section 1002.  Maintenance of Office or Agency.
               -------------------------------

               The Company will maintain in each Place of Payment for any series
of Securities an office or agency where Securities of that series may be
presented or surrendered for payment, where Securities of that 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 that series and
this Indenture may be served. The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee as its agent to receive all 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 to maintain
an office or agency in each Place of Payment for Securities of any series for
such purposes. The Company will 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 1003.  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 or any premium or interest on any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal and any premium and interest so becoming due
until such sums shall be paid to such Persons or otherwise disposed of as herein
provided and will promptly notify the Trustee of its action or failure so to
act.

               Whenever the Company shall have one or more Paying Agent for any
series of Securities, it will, prior to each due date of the principal of or any
premium or interest on any Securities of that series, deposit with a Paying
Agent a sum sufficient to pay such amount, such sum to be held as provided by
the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the
Company will promptly notify the Trustee of its action or failure so to act.

               The Company will cause each Paying Agent 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 (1) comply with the
provisions of the Trust Indenture Act applicable to it as a Paying Agent and (2)
during the continuance of any default by the Company (or any other obligor upon
the Securities of that series) in the making of any payment in respect of the
Securities of that series, upon the written request of the Trustee, forthwith
pay to the Trustee all sums held in trust by such Paying Agent for payment in
respect of the Securities of that series.

                                      -52-
<PAGE>

               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 or any premium
or interest on any Security of any series and remaining unclaimed for two years
after such principal, premium 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.

Section 1004.  Statement by Officers as to Default.
               -----------------------------------

               The Company will deliver to the Trustee, within 120 days after
the end of each fiscal year of the Company ending after the date hereof, 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 such officers with a view to determining whether the Company has
kept, performed, fulfilled and observed its obligations under this Indenture and
stating as to each such officer signing such Officers' Certificate that, to the
best of such officers' knowledge, the Company has kept, observed, performed and
fulfilled each and every covenant contained in this Indenture and is not in
default in the performance and observance of any of the terms, provisions and
conditions of this Indenture (without regard to any period of grace or
requirement of notice provided hereunder) and, if the Company is in default,
specifying all such defaults and the nature and status thereof of which such
officer may have knowledge.

               The Company will, so long as any of the Securities are
outstanding, deliver to the Trustee forthwith upon becoming aware of (i) an
Event of Default or default in the performance of a covenant or agreement or
condition contained in this Indenture or (ii) any default or Event of Default of
the type provided for herein specifying such default or Event of Default, notice
of such default or Event of Default.

                                      -53-
<PAGE>

Section 1005.  Existence.
               ---------

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

Section 1006.  Maintenance of Properties.
               -------------------------

               The Company will cause all properties used or useful in the
conduct of its business or the business of any Subsidiary to be maintained and
kept in good condition, repair and working order and supplied with all necessary
equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; provided,
however, that nothing in this Section shall prevent the Company from
discontinuing the operation or maintenance of any of such properties if such
discontinuance is, in the judgement of the Company, desirable in the conduct of
its business or the business of any Subsidiary and not disadvantageous in any
material respect to the Holders.

Section 1007.  Payment of Taxes and Other Claims.
               ---------------------------------

               The Company will pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (1) all taxes, assessments
and governmental charges levied or imposed upon the Company or any Subsidiary or
upon the income, profits or property of the Company or any Subsidiary, and (2)
all lawful claims for labor, materials and supplies which, if unpaid, might by
law become a lien upon the property of the Company or any Subsidiary; provided,
however, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings.

Section 1008.  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
or condition set forth in Section 1009 or 1010 with respect to the Securities of
such series or in any covenant provided pursuant to Section 301(19), 901(2) or
901(7) for the benefit of the Holders of such series, 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 or condition, but no such waiver shall extend to or affect such
term, provision or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the

                                      -54-
<PAGE>

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

Section 1009.  Limitation on Liens.
               -------------------

                    (a)  The Company will not, and will not permit any
     Restricted Subsidiary to, create, incur, assume or guarantee any
     indebtedness for money borrowed (hereinafter in Sections 1009 and 1010
     referred to as "Debt"), secured by a mortgage, security interest, pledge,
     lien, charge or similar encumbrance (mortgages, security interests,
     pledges, liens, charges and other encumbrances, hereinafter in Sections
     1009 and 1010 referred to as a "Mortgage") upon any Principal Property of
     the Company or any Restricted Subsidiary or upon any shares of stock or
     indebtedness or any Restricted Subsidiary (whether such Principal Property,
     shares of stock or indebtedness are now owned or hereafter acquired)
     without in any such case effectively providing concurrently with the
     issuance, assumption or guaranty of any such Debt that the Outstanding
     Securities (together with, if the Company shall so determine, any other
     indebtedness of or guarantee by the Company or such Restricted Subsidiary
     ranking equally with the Outstanding Securities and then existing or
     thereafter created) shall be secured equally and ratably with such Debt;
     provided, however, that the foregoing restrictions shall not apply to Debt
     secured by:

                         (i)    Mortgages on property, shares of stock or
          indebtedness of any corporation existing at the time such corporation
          becomes a Restricted Subsidiary;

                         (ii)   Mortgages on property existing at the time of
          acquisition of such property by the Company or a Restricted
          Subsidiary, Mortgages to secure the payment of all or any part of the
          purchase price of such property incurred prior to, at the time of, or
          within 180 days after the acquisition of such property by the Company
          or a Restricted Subsidiary, or Mortgages to secure any Debt incurred
          prior to, at the time of, or within 180 days after the completion of
          construction or commencement of full operation of any property for the
          purpose of financing all or any part of the cost to the Company or a
          Restricted Subsidiary of improvements to such property;

                         (iii)  Mortgages securing Debt of a Restricted
          Subsidiary owing to the Company or to another Restricted Subsidiary;

                         (iv)   Mortgages existing at the date of this
          Indenture;

                         (v)    Mortgages on property of a corporation existing
          at the time such corporation is merged into or consolidated with the
          Company or a Restricted Subsidiary or at the time of a sale, lease or
          other disposition of the properties of a corporation as an entirety or
          substantially as an entirety to the Company or a Restricted
          Subsidiary;

                         (vi)   Mortgages on property of the Company or a
          Restricted Subsidiary in favor of the United States of America or any
          State thereof, or any

                                      -55-
<PAGE>

          department, agency, instrumentality or political subdivision thereof,
          to secure any payments, including advance or progress payments,
          pursuant to any contract or statute or to secure any indebtedness
          incurred or guaranteed for the purpose of financing all or any part of
          the purchase price or the cost of construction of the property subject
          to such Mortgages (including, but not limited to, Mortgages incurred
          in connection with pollution control bonds, industrial revenue bonds
          or similar financings); or

                         (vii)  any extension, renewal or replacement (or
          successive extensions, renewals or replacements), in whole or in part,
          of any Mortgage referred to in the foregoing clauses (i) to (vi),
          inclusive; provided, however, that such extension, renewal or
          replacement shall be limited to all or a part of the property which
          secured the Mortgage so extended, renewed or replaced (plus
          improvements on such property).

                    (b)  Notwithstanding the foregoing provisions of this
     Section 1009, the Company and any one or more Restricted Subsidiaries may
     issue, assume or guarantee Debt secured by a Mortgage which would otherwise
     be subject to the foregoing restrictions in an aggregate amount which,
     together with all other outstanding Debt of the Company and its Restricted
     Subsidiaries which (if originally issued, assumed or guaranteed at such
     time) would otherwise be subject to the foregoing restrictions (not
     including Debt permitted to be secured under clauses (i) through (vii)
     above), does not at the time exceed the greater of $1,000,000,000 or 10% of
     Consolidated Net Tangible Assets of the Company and its consolidated
     Subsidiaries as shown on the most recent consolidated financial statements
     of the Company and its consolidated Subsidiaries.

Section 1010.  Limitation on Sale and Lease-Back.
               ---------------------------------

               The Company will not, nor will it permit any Restricted
Subsidiary to, enter into any arrangement with any Person that provides for the
leasing to the Company or any Restricted Subsidiary of any Principal Property
(except for leases for a term of not more than three years and except for leases
between the Company and a Restricted Subsidiary or between Restricted
Subsidiaries), which Principal Property has been or is to be sold or transferred
by the Company or such Restricted Subsidiary to such person, unless (a) the
Company or such Restricted Subsidiary would be entitled, pursuant to the
provisions of Section 1009, to issue, assume or guarantee Debt secured by a
Mortgage upon such Principal Property at least equal in the amount to the
Attributable Debt in respect of such arrangement without equally and ratably
securing the Outstanding Securities; provided, however, that from and after the
date on which such arrangement becomes effective the Attributable Debt in
respect of such arrangement shall be deemed for all purposes under Sections 1009
and 1010 to be Debt subject to the provisions of Section 1009, or (b) the
Company shall apply an amount in cash equal to the greater of the net proceeds
of such sale or the Attributable Debt in respect of such an arrangement to the
retirement (other than any mandatory retirement or by way or payment at
maturity), within 120 days of the effective date of any such arrangement, of
Debt (except as otherwise provided by the terms of any series of Outstanding
Securities) of the Company or any Restricted Subsidiary (other than the Debt
owed by the Company or any

                                      -56-
<PAGE>

Restricted Subsidiary to the Company or any Restricted Subsidiary) which by its
terms matures at or is extendible or renewable at the opinion of the obligor to
a date more than twelve months after the date of the creation of such Debt.

          For the purposes of this Section 1010, the term "Attributable Debt"
means, at the time of determination, the lesser of (a) the fair market value of
such property (as determined by the Board of Directors of the Company) or (b)
the present value (discounted at the rate implicit in the terms of the relevant
lease) of the obligation of the lessee for net rental payments during the
remaining term of the lease (including any period for which such lease has been
extended).

                                  ARTICLE 11
                           REDEMPTION OF SECURITIES
                           ------------------------

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

          Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 301 for such Securities) in
accordance with this Article.

Section 1102.  Election to Redeem; Notice to Trustee.
               -------------------------------------

          The election of the Company to redeem any Securities shall be
evidenced by a Board Resolution or in another manner specified as contemplated
by Section 301 for such Securities.  In case of any redemption at the election
of the Company of less than all the Securities of any series (including any such
redemption affecting only a single Security), the Company shall, at least 60
days prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee in writing of such
Redemption Date, of the principal amount of Securities of such series to be
redeemed and, if applicable, of the tenor of the Securities to be redeemed.  In
the case of any redemption of Securities (a) prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, or (b) pursuant to an election of the Company which
is subject to a condition specified 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 or condition.

Section 1103.  Selection by Trustee of Securities to Be Redeemed.
               -------------------------------------------------

          If less than all the Securities of any series are to be redeemed
(unless all the Securities of such series and of a specified tenor are to be
redeemed or unless such redemption affects only a single Security), the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of a portion of the principal amount of any Security of such series,
provided that the unredeemed portion of the principal amount of any Security
shall be in an authorized denomination (which shall not be less than the minimum
authorized denomination) for such

                                      -57-
<PAGE>

Security. If less than all the Securities of such series and of a specified
tenor are to be redeemed (unless such redemption affects only a single
Security), the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series and specified tenor not previously called for
redemption in accordance with the preceding sentence.

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

          The provisions of the two preceding paragraphs shall not apply with
respect to any redemption affecting only a single Security, whether such
Security is to be redeemed in whole or in part.  In the case of any such
redemption in part, the unredeemed portion of the principal amount of the
Security shall be in an authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security.

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

Section 1104.  Notice of Redemption.
               --------------------

          Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at his address appearing in
the Security Register.

          All notices of redemption shall state:

          (1)  the Redemption Date,

          (2)  the Redemption Price, or if not then ascertainable, the manner of
     calculation thereof,

          (3)  if less than all the Outstanding Securities of any series
     consisting of more than a single Security are to be redeemed, the
     identification (and, in the case of partial redemption of any such
     Securities, the principal amounts) of the particular Securities to be
     redeemed and, if less than all the Outstanding Securities of any series
     consisting of a single Security are to be redeemed, the principal amount of
     the particular Security to be redeemed,

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

          (5)  the place or places where each such Security is to be surrendered
     for payment of the Redemption Price, and

                                      -58-
<PAGE>

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

          Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company.

Section 1105.  Deposit of Redemption Price.
               ---------------------------

          Prior to any 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 1003) an amount of
money sufficient to pay the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date) accrued interest on, all the Securities
which are to be redeemed on that date.

Section 1106.  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 Section 301, installments of interest whose Stated Maturity is
on or prior to the Redemption Date will 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 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 any premium shall, until
paid, bear interest from the Redemption Date at the rate prescribed therefor in
the Security.

Section 1107.  Securities Redeemed in Part.
               ---------------------------

          Any Security which is to be redeemed only in part shall be surrendered
at a Place of Payment therefor (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 his 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.

                                      -59-
<PAGE>

                                  ARTICLE 12
                                 SINKING FUNDS
                                 -------------

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

          The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of any series except as otherwise specified as
contemplated by Section 301 for such Securities.

          The minimum amount of any sinking fund payment provided for by the
terms of any Securities 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 such Securities is herein referred to as an "optional sinking fund
payment".  If provided for by the terms of any Securities, the cash amount of
any sinking fund payment may be subject to reduction as provided in Section
1202.  Each sinking fund payment shall be applied to the redemption of
Securities as provided for by the terms of such Securities.

Section 1202.  Satisfaction of Sinking Fund Payments with Securities.
               -----------------------------------------------------

          The Company (1) may deliver Outstanding Securities of a series (other
than any previously called for redemption) and (2) may apply as a credit
Securities 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 any Securities of such series required to be made
pursuant to the terms of such Securities as and to the extent provided for by
the terms of such Securities; provided that the Securities to be so credited
have not been previously so credited.  The Securities to be so credited shall be
received and credited for such purpose by the Trustee at the Redemption Price,
as specified in the Securities so to be redeemed, for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall
be reduced accordingly.

Section 1203.  Redemption of Securities for Sinking Fund.
               -----------------------------------------

          Not less than 60 days prior to each sinking fund payment date for any
Securities, 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 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 pursuant to
Section 1202 and stating the basis for such credit and that such Securities have
not been previously so credited and will also deliver to the Trustee any
Securities to be so delivered.  Not less than 30 days prior to 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 1103 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 1104.  Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 1106 and 1107.

                                      -60-
<PAGE>

                                  ARTICLE 13
                      DEFEASANCE AND COVENANT DEFEASANCE
                      ----------------------------------

Section 1301.  Applicability of Article; Company's Option to Effect Defeasance
               ---------------------------------------------------------------
or Covenant Defeasance.
----------------------

          Unless otherwise provided pursuant to Section 301, this Article
Thirteen shall be applicable to the Securities of such series, and the Company
may at its option by Board Resolution, at any time, with respect to the
Securities of such series, elect to have either Section 1302 (if applicable) or
Section 1303 (if applicable) be applied to the Outstanding Securities of such
series upon compliance with the conditions set forth below in this Article
Thirteen.

Section 1302.  Defeasance and Discharge.
               ------------------------

          Upon the Company's exercise of its option (if any) to have this
Section applied to any Securities or any series of Securities, as the case may
be, the Company shall be deemed to have been discharged from its obligations
with respect to such Securities as provided in this Section on and after the
date the conditions set forth in Section 1304 are satisfied (hereinafter called
"Defeasance").  For this purpose, such Defeasance means that the Company shall
be deemed to have paid and discharged the entire indebtedness represented by
such Securities and to have satisfied all its other obligations under such
Securities and this Indenture insofar as such Securities are concerned (and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), subject to the following which shall survive until
otherwise terminated or discharged hereunder; (1) the rights of Holders of such
Securities to receive, solely from the trust fund described in Section 1304 and
as more fully set forth in such Section, payments in respect of the principal of
and any premium and interest on such Securities when payments are due, (2) the
Company's obligations with respect to such Securities under Sections 304, 305,
306, 1002 and 1003, (3) the rights, powers, trusts, duties and immunities of the
Trustee hereunder, and (4) this Article.  Subject to compliance with this
Article, the Company may exercise its option (if any) to have this Section
applied to any Securities notwithstanding the prior exercise of its option (if
any) to have Section 1303 applied to such Securities.

Section 1303.  Covenant Defeasance.
               -------------------

          Upon the Company's exercise of its option (if any) to have this
Section applied to any Securities or any series of Securities, as the case may
be, (1) the Company shall be released from its obligations under Sections 1006,
1007, 1009 and 1010 (and any other Sections or covenants applicable to such
Securities that are determined pursuant to Section 301 to be subject to this
provision), and any covenants provided pursuant to Section 301(19), 901(2) or
901(7) for the benefit of the Holders of such Securities, and (2) the occurrence
of any event specified in Section 501(4) (with respect to Sections 1006, 1007,
1009 and 1010 and any other Sections or covenants applicable to such Securities
that are determined pursuant to Section 301 to be subject to this provision, and
any such covenants provided pursuant to Sections 301(19), 901(2) or 901(7)) and
501(7) shall be deemed not to be or result in an Event of Default, in each case
with respect to such Securities as provided in

                                      -61-
<PAGE>

this Section on and after the date the conditions set forth in Section 1304 are
satisfied (hereinafter called "Covenant Defeasance"). For this purpose, such
Covenant Defeasance means that, with respect to such Securities, 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 specified Section (to the extent
so specified in the case of Section 501(4)), whether directly or indirectly by
reason of any reference elsewhere herein to any such Section or Article or by
reason of any reference in any such Section or Article to any other provision
herein or in any other document, but the remainder of this Indenture and such
Securities shall be unaffected thereby.

Section 1304.  Conditions to Defeasance or Covenant Defeasance.
               -----------------------------------------------
          The following shall be the conditions to the application of Section
1302 or Section 1303 to any Securities or any series of Securities, as the case
may be:

          (1)  The Company shall irrevocably have deposited or caused to be
     deposited with the Trustee (or another trustee which satisfies the
     requirements contemplated by Section 609 and agrees to comply with the
     provisions of this Article 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 such
     Securities, (A) in the case of Securities of such series denominated in
     U.S. dollars, (i) money in an amount, (ii) U.S. Government Obligations that
     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, money in an amount, or (iii) a combination
     thereof, in each case sufficient, in the opinion of a nationally recognized
     firm of independent public accountants expressed in a written certification
     thereof delivered to the Trustee, to pay and discharge, and which shall be
     applied by the Trustee (or any such other qualifying trustee) to pay and
     discharge, the principal of and any premium and interest on such Securities
     on the respective Stated Maturities or on the applicable Redemption Date or
     Dates, in accordance with the terms of this Indenture and such Securities.
     As used herein, "U.S. Government Obligation" means (x) any security that is
     (i) a direct obligation of the United States of America for the payment of
     which the full faith and credit of the United States of America is pledged
     or (ii) an obligation of a Person controlled or supervised by and acting as
     an agency or instrumentality of the United States of America the payment of
     which is unconditionally guaranteed as a full faith and credit obligation
     by the United States of America, which, in either case (i) or (ii), is not
     callable or redeemable at the option of the issuer thereof, and (y) any
     depositary receipt issued by a bank (as defined in Section 3(a)(2) of the
     Securities Act) as custodian with respect to any U.S. Government Obligation
     which is specified in Clause (x) above and held by such bank for the
     account of the holder of such depositary receipt, or with respect to any
     specific payment of principal of or interest on any U.S. Government
     Obligation which is so specified and held, provided that (except as
     required by law) such custodian is not authorized to make any deduction
     from the amount payable to the holder of such depositary receipt from any
     amount received by the custodian in respect of the U.S. Government
     Obligation or the specific payment of principal or interest evidenced by
     such depositary receipt or (B) in the case of Securities of such series
     denominated in a currency other than the U.S. dollar,

                                     -62-
<PAGE>

     (i) money in such currency in an amount, or (ii) Foreign Government
     Obligations that 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, money in such currency in an
     amount, or (iii) a combination thereof, in each case sufficient, in the
     opinion of a nationally recognized firm of independent public accountants
     expressed in a written certification thereof delivered to the Trustee, to
     pay and discharge, and which shall be applied by the Trustee (or any such
     other qualifying trustee) to pay and discharge, the principal of and any
     premium and interest on the Securities of such series on the respective
     Stated Maturities or on the applicable Redemption Date or Dates, in
     accordance with the terms of this Indenture and the Securities of such
     series. As used herein, "Foreign Government Obligation" means (x) any
     security that is (i) a direct obligation of the government that issued such
     currency for the payment of which full faith and credit of such government
     is pledged or (ii) an obligation of a Person controlled or supervised by
     and acting as an agency or instrumentality for such government the payment
     of which is unconditionally guaranteed as a full faith and credit
     obligation by such government, which, in either case (i) or (ii), is not
     callable or redeemable at the option of the issuer thereof, and (y) any
     depositary receipt issued by a bank (as defined in Section 3(a)(2) of the
     Securities Act) as custodian with respect to any Foreign Government
     Obligation which is specified in clause (x) and held by such bank for the
     account of the holder of such depositary receipt, or with respect to any
     specific payment of principal of or interest on any such Foreign Government
     Obligation which is so specified and held, provided that (except as
     required by law) such custodian is not authorized to make any deduction
     from the amount payable to the holder of such depositary receipt from any
     amount received by the custodian in respect of the Foreign Government
     Obligation or the specific payment of principal or interest evidenced by
     such depositary receipt.

          (2)  In the event of an election to have Section 1302 apply to any
     Securities or any series of Securities, as the case may be, the Company
     shall have delivered to the Trustee an Opinion of Counsel stating that (A)
     the Company has received from, or there has been published by, the Internal
     Revenue Service a ruling or (B) since the date of this instrument, there
     has been a change in the applicable Federal income tax law, in either case
     (A) or (B) to the effect that, and based thereon such opinion shall confirm
     that, the Holders of such Securities will not recognize gain or loss for
     Federal income tax purposes as a result of the deposit, Defeasance and
     discharge to be effected with respect to such Securities and will be
     subject to Federal income tax on the same amount, in the same manner and at
     the same times as would be the case if such deposit, Defeasance and
     discharge were not to occur.

          (3)  In the event of an election to have Section 1303 apply to any
     Securities or any series of Securities, as the case may be, the Company
     shall have delivered to the Trustee an Opinion of Counsel to the effect
     that the Holders of such Securities will not recognize gain or loss for
     Federal income tax purposes as a result of the deposit and Covenant
     Defeasance to be effected with respect to such Securities and will be
     subject to Federal income tax on the same amount, in the same manner and at
     the same times as would be the case if such deposit and Covenant Defeasance
     were not to occur.

                                     -63-
<PAGE>

          (4)  The Company shall have delivered to the Trustee an Officer's
     Certificate to the effect that neither such Securities nor any other
     Securities of the same series, if then listed on any securities exchange,
     will be delisted as a result of such deposit.

          (5)  No event which is, or after notice or lapse of time or both would
     become, an Event of Default with respect to such Securities or any other
     Securities shall have occurred and be continuing at the time of such
     deposit or, with regard to any such event specified in Sections 501(5) and
     (6), at any time on or prior to the 90th day after the date of such deposit
     (it being understood that this condition shall not be deemed satisfied
     until after such 90th day).

          (6)  Such Defeasance or Covenant Defeasance shall not cause the
     Trustee to have a conflicting interest within the meaning of the Trust
     Indenture Act (assuming all Securities are in default within the meaning of
     such Act).

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

          (8)  Such Defeasance or Covenant Defeasance shall not result in the
     trust arising from such deposit constituting an investment company within
     the meaning of the Investment Company Act unless such trust shall be
     registered under such Act or exempt from registration thereunder.

          (9)  If the Securities are to be redeemed prior to the Stated Maturity
     (other than from mandatory sinking fund payments or analogous payments),
     notice of such redemption shall have been duly given pursuant to this
     Indenture or provision therefor satisfactory to the Trustee shall have been
     made.

          (10) The Company shall have delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel, each stating that all conditions
     precedent with respect to such Defeasance or Covenant Defeasance have been
     complied with.

Section 1305.  Deposited Money and U.S. Government Obligations to Be Held in
               -------------------------------------------------------------
Trust; Miscellaneous Provisions.
-------------------------------

          Subject to the provisions of the last paragraph of Section 1003, all
money and U.S. Government Obligations or Foreign Government Obligations
(including the proceeds thereof) deposited with the Trustee or other qualifying
trustee (solely for purposes of this Section and Section 1306, the Trustee and
any such other trustee are referred to collectively as the "Trustee") pursuant
to Section 1304 in respect of any Securities 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 such Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities, of all sums due and to become due
thereon in respect of principal and any premium and interest, but money so held
in trust need not be segregated from other funds except to the extent required
by law.

                                     -64-
<PAGE>

          The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the U.S. Government Obligations
or Foreign Government Obligations deposited pursuant to Section 1304 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 Outstanding
Securities.

          Anything in this Article to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money or U.S. Government Obligations or Foreign Government Obligations held by
it as provided in Section 1304 with respect to any Securities that, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of an amount thereof which would then be required to be deposited to
effect the Defeasance or Covenant Defeasance, as the case may be, with respect
to such Securities.

Section 1306.  Reinstatement.
               -------------

          If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Company has been discharged or
released pursuant to Section 1302 or 1303 shall be revived and reinstated as
though no deposit had occurred pursuant to this Article with respect to such
Securities, until such time as the Trustee or Paying Agent is permitted to apply
all money held in trust pursuant to Section 1305 with respect to such Securities
in accordance with this Article; provided, however, that if the Company makes
any payment of principal of or any premium or interest on any such Security
following such reinstatement of its obligations, the Company shall be subrogated
to the rights (if any) of the Holders of such Securities to receive such payment
from the money so held in trust.

Section 1307.  Qualifying Trustee.
               ------------------

          Any trustee appointed pursuant to Section 1304 hereof for the purpose
of holding trust funds deposited pursuant to that Section shall be appointed
under an agreement in form acceptable to the Trustee and shall provide to the
Trustee a certificate of such trustee, upon which certificate the Trustee shall
be entitled to conclusively rely, that all conditions precedent provided for
herein to the related Defeasance or Covenant Defeasance have been complied with.
In no event shall the Trustee be liable for any acts or omissions of said
trustee.

          This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

                                     -65-
<PAGE>

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


                                           NORTHROP GRUMMAN CORPORATION


                                           By: /s/ David H. Strode
                                               --------------------------
                                               David H. Strode
                                               Assistant Treasurer

ATTEST:

/s/ John H. Mullan
-----------------------------
John H. Mullan
Corporate Vice President and
Secretary

                                           JPMORGAN CHASE BANK, as Trustee



                                           By  /s/ James P. Freeman
                                               -----------------------------
                                               James P. Freeman
                                               Vice President

ATTEST:

/s/ Natalie B. Pesce
-----------------------------
Natalie B. Pesce
Trust Officer

                                      -1-