<PAGE>

                                                                     Exhibit 4.1

                             MOLINA HEALTHCARE, INC.

                                    as Issuer

                                       and

                         U.S. BANK NATIONAL ASSOCIATION,

                                   as Trustee

                                    INDENTURE

                           Dated as of October 11, 2007

                           Providing for the Issuance

                                       of

                             Senior Debt Securities

<PAGE>

                             MOLINA HEALTHCARE, INC.
           RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939
                    AND INDENTURE DATED AS OF OCTOBER 11, 2007

<TABLE>
<CAPTION>
TRUST INDENTURE ACT SECTION        INDENTURE SECTION
---------------------------       -------------------
<S>                               <C>
Section 310 (a) (1)                       607
            (a)(2)                        607
            (a)(3)                        613
            (a)(4)                  Not Applicable
            (b)                        608, 612
Section 311 (a)                           614
            (b)                           614
Section 312 (a)                           701
            (b)                           701
            (c)                           701
Section 313 (a)                           702
            (b)                           702
            (c)                           702
            (d)                           702
Section 314 (a)                           703
            (a)(4)                       1006
            (b)                     Not Applicable
            (c)(1)                        102
            (c)(2)                        102
            (c)(3)                  Not Applicable
            (d)                     Not Applicable
            (e)                           102
Section 315 (a)                           602
            (b)                           601
            (c)                           602
            (d)                           602
            (e)                           513
Section 316 (a) (last sentence)   101 ("Outstanding")
            (a)(1)(A)                  502, 512
            (a)(1)(B)                     513
            (b)                           508
            (c)                           104
Section 317 (a)(1)                        503
            (a)(2)                        504
            (b)                          1003
Section 318 (a)                           113
</TABLE>

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


                                        i

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION........      1
   Section 101.  Definitions.............................................      1
   Section 102.  Compliance Certificates and Opinions....................     10
   Section 103.  Form of Documents Delivered to Trustee..................     11
   Section 104.  Acts of Holders.........................................     11
   Section 105.  Notices, Etc., to Trustee and Company...................     13
   Section 106.  Notice to Holders; Waiver...............................     14
   Section 107.  Effect of Headings and Table of Contents................     15
   Section 108.  Successors and Assigns..................................     15
   Section 109.  Separability Clause.....................................     15
   Section 110.  Benefits of Indenture...................................     15
   Section 111.  Governing Law...........................................     15
   Section 112.  Legal Holidays..........................................     15
   Section 113.  Conflict of Any Provision of Indenture with Trust
                 Indenture Act...........................................     16
   Section 114.  No Recourse against Others..............................     16
   Section 115.  Waiver of Trial by Jury.................................     16

ARTICLE II SECURITIES FORMS..............................................     16
   Section 201.  Forms of Securities.....................................     16
   Section 202.  Form of Trustee's Certificate of Authentication.........     17
   Section 203.  Securities Issuable in Global Form......................     17
   Section 204.  Form of Legend for Book-Entry Securities................     18

ARTICLE III THE SECURITIES...............................................     19
   Section 301.  Amount Unlimited; Issuable in Series....................     19
</TABLE>


                                       ii

<PAGE>

<TABLE>
<S>                                                                         <C>
   Section 302.  Denominations...........................................     23
   Section 303.  Execution, Authentication, Delivery and Dating..........     23
   Section 304.  Temporary Securities....................................     25
   Section 305.  Registration, Registration of Transfer and Exchange.....     28
   Section 306.  Mutilated, Destroyed, Lost and Stolen Securities........     32
   Section 307.  Payment of Interest; Interest Rights Preserved; Optional
                 Interest Reset..........................................     34
   Section 308.  Optional Extension of Maturity..........................     37
   Section 309.  Persons Deemed Owners...................................     38
   Section 310.  Cancellation............................................     38
   Section 311.  Computation of Interest.................................     39
   Section 312.  Currency and Manner of Payments in Respect of
                 Securities..............................................     39
   Section 313.  Appointment and Resignation of Successor Exchange Rate
                 Agent...................................................     42
   Section 314.  CUSIP Numbers...........................................     43

ARTICLE IV SATISFACTION AND DISCHARGE....................................     43
   Section 401.  Satisfaction and Discharge of Indenture.................     43
   Section 402.  Application of Trust Funds..............................     45

ARTICLE V REMEDIES.......................................................     45
   Section 501.  Events of Default.......................................     45
   Section 502.  Acceleration of Maturity; Rescission and Annulment......     47
   Section 503.  Collection of Indebtedness and Suits for Enforcement by
                 Trustee.................................................     47
   Section 504.  Trustee May File Proofs of Claim........................     48
   Section 505.  Trustee May Enforce Claims Without Possession of
                 Securities or Coupons...................................     49
   Section 506.  Application of Money Collected..........................     49
   Section 507.  Limitation on Suits.....................................     50
</TABLE>


                                      iii

<PAGE>

<TABLE>
<S>                                                                         <C>
   Section 508.  Unconditional Right of Holders to Receive Principal,
                 Premium and Interest and Additional Amounts, if Any.....     50
   Section 509.  Restoration of Rights and Remedies......................     51
   Section 510.  Rights and Remedies Cumulative..........................     51
   Section 511.  Delay or Omission Not Waiver............................     51
   Section 512.  Control by Holders of Securities........................     51
   Section 513.  Undertaking for Costs...................................     52
   Section 514.  Waiver of Past Defaults.................................     52
   Section 515.  Waiver of Usury, Stay or Extension Laws.................     52

ARTICLE VI THE TRUSTEE...................................................     53
   Section 601.  Notice of Defaults......................................     53
   Section 602.  Certain Rights of Trustee...............................     53
   Section 603.  Not Responsible for Recitals or Issuance of Securities..     55
   Section 604.  May Hold Securities.....................................     55
   Section 605.  Money Held in Trust.....................................     55
   Section 606.  Compensation and Reimbursement..........................     56
   Section 607.  Corporate Trustee Required; Eligibility.................     56
   Section 608.  Resignation and Removal; Appointment of Successor.......     57
   Section 609.  Acceptance of Appointment by Successor..................     58
   Section 610.  Merger, Conversion, Consolidation or Succession to
                 Business................................................     59
   Section 611.  Appointment of Authenticating Agent.....................     60
   Section 612.  Conflicting Interests...................................     61
   Section 613.  Appointment of Co-Trustee...............................     61
   Section 614.  Preferential Collection of Claims Against Company.......     62
   Section 615.  Trustee's Application for Instructions from the
                 Company.................................................     62

ARTICLE VII HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY............     63
</TABLE>


                                       iv

<PAGE>

<TABLE>
<S>                                                                         <C>
   Section 701.  Disclosure of Names and Addresses of Holders............     63
   Section 702.  Reports by Trustee......................................     64
   Section 703.  Reports by Company......................................     64
   Section 704.  Calculation of Original Issue Discount..................     65

ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER...............     65
   Section 801.  Company May Consolidate, Etc., Only on Certain Terms....     65
   Section 802.  Successor Person Substituted............................     65
   Section 803.  Officers' Certificate and Opinion of Counsel............     66

ARTICLE IX SUPPLEMENTAL INDENTURES.......................................     66
   Section 901.  Supplemental Indentures Without Consent of Holders......     66
   Section 902.  Supplemental Indentures with Consent of Holders.........     68
   Section 903.  Execution of Supplemental Indentures....................     69
   Section 904.  Effect of Supplemental Indentures.......................     70
   Section 905.  Conformity with Trust Indenture Act.....................     70
   Section 906.  Reference in Securities to Supplemental Indentures......     70

ARTICLE X COVENANTS......................................................     70
   Section 1001. Payment of Principal, Premium, if any, and Interest.....     70
   Section 1002. Maintenance of Office or Agency.........................     71
   Section 1003. Money for Securities Payments to be Held in Trust.......     73
   Section 1004. Corporate Existence.....................................     74
   Section 1005. Additional Amounts......................................     74
   Section 1006. Statement as to Compliance..............................     75
   Section 1007. Waiver of Certain Covenants.............................     75
   Section 1008. Statement by Officers as to Default.....................     75

ARTICLE XI REDEMPTION OF SECURITIES......................................     76
</TABLE>


                                        v

<PAGE>

<TABLE>
<S>                                                                         <C>
   Section 1101. Applicability of Article................................     76
   Section 1102. Election to Redeem; Notice to Trustee...................     76
   Section 1103. Selection by Trustee of Securities to be Redeemed.......     76
   Section 1104. Notice of Redemption....................................     76
   Section 1105. Deposit of Redemption Price.............................     78
   Section 1106. Securities Payable on Redemption Date...................     78
   Section 1107. Securities Redeemed in Part.............................     79

ARTICLE XII SINKING FUNDS................................................     79
   Section 1201. Applicability of Article................................     79
   Section 1202. Satisfaction of Sinking Fund Payments with Securities...     80
   Section 1203. Redemption of Securities for Sinking Fund...............     80

ARTICLE XIII REPAYMENT AT THE OPTION OF HOLDERS..........................     81
   Section 1301. Applicability of Article................................     81
   Section 1302. Repayment of Securities.................................     81
   Section 1303. Exercise of Option......................................     81
   Section 1304. When Securities Presented for Repayment Become Due and
                 Payable.................................................     82
   Section 1305. Securities Repaid in Part...............................     83

ARTICLE XIV DEFEASANCE AND COVENANT DEFEASANCE...........................     83
   Section 1401. Applicability of Article; Company's Option to Effect
                 Defeasance or Covenant Defeasance.......................     83
   Section 1402. Defeasance and Discharge................................     83
   Section 1403. Covenant Defeasance.....................................     84
   Section 1404. Conditions to Defeasance or Covenant Defeasance.........     84
   Section 1405. Deposited Money and Government Obligations to Be Held in
                 Trust; Other Miscellaneous Provisions...................     86
</TABLE>


                                       vi

<PAGE>

<TABLE>
<S>                                                                         <C>
   Section 1406. Reinstatement...........................................     87

ARTICLE XV MEETINGS OF HOLDERS OF SECURITIES.............................     87
   Section 1501. Purposes for Which Meetings May Be Called...............     87
   Section 1502. Call, Notice and Place of Meetings......................     88
   Section 1503. Persons Entitled to Vote at Meetings....................     88
   Section 1504. Quorum; Action..........................................     88
   Section 1505. Determination of Voting Rights; Conduct and Adjournment
                 of Meetings.............................................     90
   Section 1506. Counting Votes and Recording Action of Meetings.........     90

EXHIBIT A - FORMS OF CERTIFICATES........................................    A-1
</TABLE>


                                       vii
<PAGE>

     INDENTURE, dated as of October 11, 2007 between MOLINA HEALTHCARE, INC., a
Delaware corporation (hereinafter called the "Company"), having its principal
office at One Golden Shore Drive, Long Beach, California 90802, and U.S. BANK
NATIONAL ASSOCIATION, as Trustee (hereinafter called the "Trustee").

                             RECITALS OF THE COMPANY

     WHEREAS, the Company deems it desirable to issue from time to time for its
lawful purposes senior debt securities (hereinafter called the "Securities")
evidencing its unsecured and unsubordinated indebtedness, which may or may not
be convertible into or exchangeable for any securities of any Person (including
the Company), and has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of the Securities, to be
issued in one or more series, unlimited as to principal amount, to bear such
rates of interest, to mature at such times and to have such other provisions as
provided in this Indenture;

     WHEREAS, this Indenture is subject to the provisions of the Trust Indenture
Act of 1939, as amended, that are required to be part of this Indenture and
shall, to the extent applicable, be governed by such provisions; and WHEREAS,
all things necessary to make this Indenture a valid and legally binding
agreement of the Company, in accordance with its terms, have been done;

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE I

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

     Section 101. Definitions.

          (a) For all purposes of this Indenture, except as otherwise expressly
     provided or unless the context otherwise requires or unless such definition
     is changed or amended in a supplement or amendment to this Indenture:

               (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 TIA,
          either directly or by reference therein, have the meanings assigned to
          them therein, and the terms "cash transaction" and "self-liquidating
          paper", as used in TIA Section 311, shall have the meanings assigned
          to them in the rules of the Commission adopted under the TIA;

               (3) all accounting terms not otherwise defined herein have the
          meanings assigned to them in accordance with generally accepted
          accounting


                                        1

<PAGE>

          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 in the United States at the date
          of such computation; and

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

          (b) Certain terms, used principally in Article III, Article V and
     Article VI are defined in those Articles.

          (c) Other terms are defined as follows:

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

     "Additional Amounts" means any additional amounts which are required by a
Security or by or pursuant to a Board Resolution, under circumstances specified
therein, to be paid by the Company in respect of certain taxes imposed on
certain Holders and which are owing to such Holders.

     "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.

     "Authenticating Agent" means any Person appointed by the Trustee to act on
behalf of the Trustee pursuant to Section 611 to authenticate Securities.

     "Authorized Newspaper" means a newspaper, in the English language or in an
official language of the country of publication, customarily published on each
Business Day, whether or not published on Saturdays, Sundays or holidays, and of
general circulation in each place in connection with which the term is used or
in the financial community of each such place. Where successive publications are
required to be made in Authorized Newspapers, the successive publications may be
made in the same or in different newspapers in the same city meeting the
foregoing requirements and in each case on any Business Day.

     "Bearer Security" means any Security established pursuant to Section 201
which is payable to bearer or that is otherwise not a Registered Security.

     "Board of Directors" means the board of directors of the Company or the
executive committee or any committee of that board duly authorized to act
hereunder.

     "Board Resolution" means a copy of a resolution certified by the Secretary
or an Assistant Secretary or any Vice President of the Company to have been duly
adopted by the


                                        2

<PAGE>

Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

     "Business Day", when used with respect to any Place of Payment or any other
particular location referred to in this Indenture or in the Securities, means,
unless otherwise specified with respect to any Securities pursuant to Section
301, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on
which banking institutions in that Place of Payment or other location are
authorized or obligated by law or executive order to close.

     "Clearstream" means Clearstream Banking societe anonyme or its successor.

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

     "Common Depository" has the meaning specified in Section 304.

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

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

     "Conversion Date" has the meaning specified in Section 312(d).

     "Conversion Event" means the cessation of use of (1) a Foreign Currency
both by the government of the country which issued such Currency and by a
central bank or other public institutions of or within the international banking
community for the settlement of transactions, (2) the euro for the settlement of
transactions by public institutions of or within the European Communities or (3)
any currency unit (or composite currency) other than the euro for the purposes
for which such currency unit was established.

     "Corporate Trust Office" means the office of the Trustee at which, at any
particular time, its corporate trust business shall be principally administered,
which office at the date hereof is located at 633 W. Fifth Street, 24th Floor,
Los Angeles, CA 90071.

     "Corporation" includes corporations, associations, limited liability
companies, companies and business trusts.

     "Coupon" means any interest coupon appertaining to a Bearer Security.


                                        3

<PAGE>

     "Currency" means any currency or currencies, composite currency or currency
unit or currency units, including, without limitation, the euro, issued by the
government of one or more countries or by any reorganized confederation or
association of such governments.

     "Default" means any event which is, or after notice or passage of time or
both would be, an Event of Default.

     "Defaulted Interest" has the meaning specified in Section 307(a).

     "Depository Participant" means, with respect to the Depository Trust
Company (the "Depository") or its nominee, an institution that has an account
therewith.

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

     "Dollar Equivalent of the Currency Unit" has the meaning specified in
Section 312(g).

     "Dollar Equivalent of the Foreign Currency" has the meaning specified in
Section 312(f).

     "Election Date" has the meaning specified in Section 312(h).

     "Euroclear" means Morgan Guaranty Trust Company of New York, Brussels
Office, or its successor as operator of the Euroclear System.

     "European Communities" means the European Union, the European Coal and
Steel Community and the European Atomic Energy Community.

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

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

     "Exchange Date" has the meaning specified in Section 304.

     "Exchange Rate Agent" means, with respect to Securities of or within any
series, unless otherwise specified with respect to any Securities pursuant to
Section 301, a New York Clearing House bank designated pursuant to Section 301
or Section 313.

     "Exchange Rate Officer's Certificate" means a certificate setting forth (1)
the applicable Market Exchange Rate or the applicable bid quotation and (2) the
Dollar or Foreign Currency amounts of principal (and premium, if any) and
interest, if any (on an aggregate basis and on the basis of a Security having
the lowest denomination principal amount determined in accordance with Section
302 in the relevant Currency), payable with respect to a Security of any series
on the basis of such Market Exchange Rate signed by the Chief Financial Officer,
the Treasurer, the Controller, any Vice President or any Assistant Treasurer or
Assistant Controller of the Company.


                                        4

<PAGE>

     "Foreign Currency" means any Currency, including, without limitation, the
euro, issued by the government of one or more countries other than the United
States or by any recognized confederation or association of such governments.

     "Government Obligations" means, unless otherwise specified with respect to
any series of Securities pursuant to Section 301, securities which are:

          (1) direct obligations of the government which issued the Currency in
     which the Securities of a particular series are payable, or

          (2) obligations of a Person controlled or supervised by and acting as
     an agency or instrumentality of such government which issued the Currency
     in which the Securities of such series are payable, the payment of which is
     unconditionally guaranteed by such government,

which, in either case, are full faith and credit obligations of such government
payable in such Currency and are not callable or redeemable at the option of the
issuer thereof, and shall also include a depository receipt issued by a bank or
trust company as custodian with respect to any such Government Obligation or a
specific payment of interest on or principal of any such Government Obligation
held by such custodian for the account of the holder of a depository receipt;
provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depository
receipt from any amount received by the custodian in respect of the Government
Obligation or the specific payment of interest on or principal of the Government
Obligation evidenced by such depository receipt.

     "Holder" means, in the case of a Registered Security, the Person in whose
name a Security is registered in the Security Register and, in the case of a
Bearer Security, the bearer thereof and, when used with respect to any coupon,
shall mean the bearer thereof.

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

     "Indexed Security" means a Security as to which all or certain interest
payments and/or the principal amount payable at Maturity are determined by
reference to prices, changes in prices, or differences between prices, of
securities, Currencies, intangibles, goods, articles or


                                        5

<PAGE>

commodities or by such other objective price, economic or other measures as are
specified in Section 301 hereof.

     "Interest", when used with respect to an Original Issue Discount Security
which by its terms bears interest only after Maturity, shall mean interest
payable after Maturity, and, when used with respect to a Security which provides
for the payment of Additional Amounts pursuant to Section 1005 or otherwise,
includes such Additional Amounts.

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

     "Market Exchange Rate" means, unless otherwise specified with respect to
any Securities pursuant to Section 301, (1) for any conversion involving a
currency unit on the one hand and Dollars or any Foreign Currency on the other,
the exchange rate between the relevant currency unit and Dollars or such Foreign
Currency calculated by the method specified pursuant to Section 301 for the
Securities of the relevant series, (2) for any conversion of Dollars into any
Foreign Currency, the noon (New York City time) buying rate for such Foreign
Currency for cable transfers quoted in New York City as certified for customs
purposes by the Federal Reserve Bank of New York and (3) for any conversion of
one Foreign Currency into Dollars or another Foreign Currency, the spot rate at
noon local time in the relevant market at which, in accordance with normal
banking procedures, the Dollars or Foreign Currency into which conversion is
being made could be purchased with the Foreign Currency from which conversion is
being made from major banks located in either New York City, London or any other
principal market for Dollars or such purchased Foreign Currency, in each case
determined by the Exchange Rate Agent. Unless otherwise specified with respect
to any Securities pursuant to Section 301, in the event of the unavailability of
any of the exchange rates provided for in clauses (1), (2) and (3) of this
definition, the Exchange Rate Agent shall use, in its sole discretion and
without liability on its part, such quotation of the Federal Reserve Bank of New
York as of the most recent available date, or quotations from one or more major
banks in New York City, London or another principal market for the Currency in
question, or such other quotations as the Exchange Rate Agent shall deem
appropriate. Unless otherwise specified by the Exchange Rate Agent, if there is
more than one market for dealing in any Currency by reason of foreign exchange
regulations or otherwise, the market to be used in respect of such Currency
shall be that upon which a non-resident issuer of securities designated in such
Currency would purchase such Currency in order to make payments in respect of
such securities.

     "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, notice of redemption, notice of option to elect
repayment, notice of exchange or conversion or otherwise.

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


                                        6

<PAGE>

     "Opinion of Counsel" means a written opinion of counsel, who may be counsel
for the Company or who may be an employee of or other counsel for the Company.

     "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.

     "Outstanding", when used with respect to Securities or any series of any
Securities, means, as of the date of determination, all Securities or all
Securities of such series, as the case may be, theretofore authenticated and
delivered under this Indenture, except:

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

          (2) Securities, or portions thereof, for whose payment or redemption
     or repayment at the option of the Holder 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 Paying Agent) for the Holders of such
     Securities and any coupons appertaining thereto, 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, except to the extent provided in Sections 1402 and
     1403, with respect to which the Company has effected defeasance and/or
     covenant defeasance as provided in Article XIV; 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 that, in determining whether the Holders of the requisite principal
amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Holders for quorum purposes, and for the purpose of making the
calculations required by TIA Section 313, (i) the principal amount of an
Original Issue Discount Security that may be counted in making such
determination or calculation and that shall be deemed to be Outstanding for such
purpose shall be equal to the amount of principal thereof that would be (or
shall have been declared to be) due and payable, at the time of such
determination, upon a declaration of acceleration of the Maturity thereof
pursuant to Section 502, (ii) the principal amount of any Security denominated
in a Foreign Currency that may be counted in making such determination or
calculation and that shall be deemed Outstanding for such purpose shall be equal
to the Dollar equivalent, determined as of the date such Security is originally
issued by the Company as set forth in an Exchange Rate Officer's Certificate
delivered to the Trustee, of the principal amount (or, in the case of an
Original Issue Discount Security or Indexed Security, the Dollar equivalent as
of such date of


                                        7

<PAGE>

original issuance of the amount determined as provided in clause (i) or clause
(iii) of this definition, respectively) of such Security, (iii) the principal
amount of any Indexed Security that may be counted in making such determination
or calculation and that shall be deemed outstanding for such purpose shall be
equal to the principal face amount of such Indexed Security at original
issuance, unless otherwise provided with respect to such Security pursuant to
Section 301, and (iv) 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 making such calculation or in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Securities which a Responsible Officer of the Trustee actually
knows to be so owned shall be so disregarded. Securities so owned which have
been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such
other obligor.

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

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

     "Place of Payment" means, when used with respect to the Securities of or
within any series, the place or places where the principal of (and premium, if
any) and interest, if any, on such Securities are payable as specified and as
contemplated by Sections 301 and 1002.

     "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 or a Security to which a
mutilated, destroyed, lost or stolen coupon appertains shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security or
the Security to which the mutilated, destroyed, lost or stolen coupon
appertains.

     "Redemption Date", when used with respect to any Security to be redeemed,
in whole or in part, 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.

     "Registered Security" means any Security that is registered in the Security
Register.

     "Regular Record Date" for the interest payable on any Interest Payment Date
on the Registered Securities of or within any series means the date specified
for that purpose as contemplated by Section 301, whether or not a Business Day.


                                        8

<PAGE>

     "Repayment Date" means, when used with respect to any Security to be repaid
at the option of the Holder, the date fixed for such repayment by or pursuant to
this Indenture.

     "Repayment Price" means, when used with respect to any Security to be
repaid at the option of the Holder, the price at which it is to be repaid by or
pursuant to this Indenture.

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

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

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

     "Special Record Date" for the payment of any Defaulted Interest on the
Registered Securities of or within any series 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 or a coupon representing such installment of interest as the
fixed date on which the principal of such Security or such installment of
principal or interest is due and payable, as such date may be extended pursuant
to the provisions of Section 308.

     "Subsidiary" means any corporation of which at the time of determination
the Company, directly and/or indirectly through one or more Subsidiaries, owns
more than 50% of the shares of Voting Stock.

     "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939 as in
force at the date as of which this Indenture was executed, except as provided in
Section 905.

     "Trustee" means the Person named as the "Trustee" in the first paragraph of
this Indenture 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; provided, that if at any
time there is more than one such Person, "Trustee" as used with respect to the
Securities of any series shall mean only the Trustee with respect to Securities
of that series.


                                        9

<PAGE>

     "United States" means, unless otherwise specified with respect to any
Securities pursuant to Section 301, the United States of America (including the
states and the District of Columbia), its territories, its possessions and other
areas subject to its jurisdiction.

     "United States Person" means, unless otherwise specified with respect to
any Securities pursuant to Section 301, an individual who is a citizen or
resident of the United States, a corporation, partnership or other entity
created or organized in or under the laws of the United States or an estate the
income of which is subject to United States federal income taxation regardless
of its source or a trust whose administration is subject to the primary
supervision of a United States court and which has one or more United States
persons who have the authority to control all of its decisions.

     "Valuation Date" has the meaning specified in Section 312(c).

     "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".

     "Voting Stock" means stock of the class or classes having general voting
power under ordinary circumstances to elect at least a majority of the board of
directors, managers or trustees of a corporation (irrespective of whether or not
at the time stock of any other class or classes shall have or might have voting
power by reason of the happening of any contingency).

     "Yield to Maturity" means the yield to maturity, computed at the time of
issuance of a Security (or, if applicable, at the most recent redetermination of
interest on such Security) and as set forth in such Security in accordance with
generally accepted United States bond yield computation principles.

     Section 102. Compliance Certificates and Opinions.

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

          (b) Every certificate or opinion with respect to compliance with a
     condition or covenant provided for in this Indenture (other than pursuant
     to Section 1006) shall include:

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


                                       10

<PAGE>

               (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 condition
          or covenant 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.

          (a) 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 as to some matters and
     one or more other such Persons as to other matters, and any such Person may
     certify or give an opinion with respect to such matters in one or several
     documents.

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

          (c) 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.

          (a) Any request, demand, authorization, direction, notice, consent,
     waiver or other action provided by this Indenture to be given or taken by
     Holders of the Outstanding Securities of all series or one or more series,
     as the case may be, may be embodied in and evidenced by one or more
     instruments of substantially similar tenor signed (which may be
     electronically signed) by such Holders in person or by agents duly
     appointed in writing. If Securities of a series are issuable as Bearer
     Securities, any request, demand, authorization, direction, notice, consent,
     waiver or other action provided by this Indenture to be given or taken by
     Holders of Securities of such series may,


                                       11

<PAGE>

     alternatively, be embodied in and evidenced by the record of Holders of
     Securities of such series voting in favor thereof, either in person or by
     proxies duly appointed in writing, at any meeting of Holders of Securities
     of such series duly called and held in accordance with the provisions of
     Article XV, or a combination of such instruments and any such record.
     Except as herein otherwise expressly provided, such action shall become
     effective when such instrument or instruments or record or both are
     delivered to the Trustee and, where it is hereby expressly required, to the
     Company. Such instrument or instruments and any such record (and the action
     embodied therein and evidenced thereby) are herein sometimes referred to as
     the "Act" of the Holders signing such instrument or instruments or so
     voting at any such meeting. Proof of execution of any such instrument or of
     a writing appointing any such agent, or of the holding by any Person of a
     Security, shall be sufficient for any purpose of this Indenture and
     conclusive in favor of the Trustee and the Company and any agent of the
     Trustee or the Company, if made in the manner provided in this Section. The
     record of any meeting of Holders of Securities shall be proved in the
     manner provided in Section 1506.

          (b) 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 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 reasonably sufficient.

          (c) The principal amount and serial numbers of Registered Securities
     held by any Person, and the date of holding the same, shall be proved by
     the Security Register.

          (d) The principal amount and serial numbers of Bearer Securities held
     by any Person, and the date of holding the same, may be proved by the
     production of such Bearer Securities or by a certificate executed, as
     depositary, by any trust company, bank, banker or other depositary,
     wherever situated, if such certificate shall be deemed by the Trustee to be
     satisfactory, showing that at the date therein mentioned such Person had on
     deposit with such depositary, or exhibited to it, the Bearer Securities
     therein described; or such facts may be proved by the certificate or
     affidavit of the Person holding such Bearer Securities, if such certificate
     or affidavit is deemed by the Trustee to be satisfactory. The Trustee and
     the Company may assume that such ownership of any Bearer Security continues
     until (1) another certificate or affidavit bearing a later date issued in
     respect of the same Bearer Security is produced, or (2) such Bearer
     Security is produced to the Trustee by some other Person, or (3) such
     Bearer Security is surrendered in exchange for a Registered Security, or
     (4) such Bearer Security is no longer Outstanding. The principal amount and
     serial numbers of Bearer Securities held by any Person, and the date of
     holding the same, may also be proved in any other manner that the Trustee
     deems sufficient.


                                       12

<PAGE>

          (e) If the Company shall solicit from the Holders of Registered
     Securities any request, demand, authorization, direction, notice, consent,
     waiver or other Act, the Company may, at its option, in or pursuant to a
     Board Resolution, fix in advance a record date for the determination of
     Holders entitled to give such request, demand, authorization, direction,
     notice, consent, waiver or other Act, but the Company shall have no
     obligation to do so. Notwithstanding TIA Section 316(c), such record date
     shall be the record date specified in or pursuant to such Board Resolution,
     which shall be a date not earlier than the date 30 days prior to the first
     solicitation of Holders generally in connection therewith and not later
     than the date such solicitation is completed. If such a record date is
     fixed, such request, demand, authorization, direction, notice, consent,
     waiver or other Act may be given before or after such record date, but only
     the Holders of record at the close of business on such record date shall be
     deemed to be Holders for the purposes of determining whether Holders of the
     requisite proportion of Outstanding Securities have authorized or agreed or
     consented to such request, demand, authorization, direction, notice,
     consent, waiver or other Act, and for that purpose the Outstanding
     Securities shall be computed as of such record date; provided that no such
     authorization, agreement or consent by the Holders on such record date
     shall be deemed effective unless it shall become effective pursuant to the
     provisions of this Indenture not later than 180 days after the record date.

          (f) 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, any Security Registrar, any Paying Agent, any Authenticating
     Agent, or the Company in reliance thereon, whether or not notation of such
     action is made upon such Security.

     Section 105. Notices, Etc., to Trustee and Company.

          (a) 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 (which may be via facsimile) to or with the Trustee
          at its Corporate Trust Office, Attention: Corporate Trust
          Administration, or at any other address previously furnished in
          writing by the Trustee to the Holders or the Company, or

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


                                       13

<PAGE>

     Section 106. Notice to Holders; Waiver.

          (a) Where this Indenture provides for notice of any event to Holders
     of Registered Securities by the Company or the Trustee, such notice shall
     be sufficiently given (unless otherwise herein expressly provided) if in
     writing and mailed, first-class postage prepaid, or by email, to each such
     Holder affected by such event, at his physical address or email address as
     such address appears in the Security Register, not later than the latest
     date, and not earlier than the earliest date, prescribed for the giving of
     such notice. In any case where notice to Holders of Registered Securities
     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 of Registered
     Securities or the sufficiency of any notice to Holders of Bearer Securities
     given as provided herein. Any notice mailed to a Holder in the manner
     herein prescribed shall be conclusively deemed to have been received by
     such Holder, whether or not such Holder actually receives such notice.

          (b) In case, by reason of the suspension of or irregularities in
     regular mail service or by reason of any other cause, it shall be
     impracticable to mail notice of any event to Holders of Registered
     Securities when such notice is required to be given pursuant to any
     provision of this Indenture, then any manner of giving such notice as shall
     be satisfactory to the Trustee shall be deemed to be sufficient giving of
     such notice for every purpose hereunder.

          (c) Except as otherwise expressly provided herein or otherwise
     specified with respect to any Securities pursuant to Section 301, where
     this Indenture provides for notice to Holders of Bearer Securities of any
     event, such notice shall be sufficiently given to Holders of Bearer
     Securities if published at least twice in an Authorized Newspaper in The
     City of New York and in such other city or cities as may be specified in
     such Securities on a Business Day, the first such publication to be not
     earlier than the earliest date, and not later than the latest date,
     prescribed for the giving of such notice. Any such notice shall be deemed
     to have been given on the date of the first such publication.

          (d) If by reason of the suspension of publication of any Authorized
     Newspaper or Authorized Newspapers or by reason of any other cause it shall
     be impracticable to publish any notice to Holders of Bearer Securities as
     provided above, then such notification to Holders of Bearer Securities as
     shall be given with the approval of the Trustee shall constitute sufficient
     notice to such Holders for every purpose hereunder. Neither the failure to
     give notice by publication to any Holder of Bearer Securities as provided
     above, nor any defect in any notice so published, shall affect the
     sufficiency of such notice with respect to other Holders of Bearer
     Securities or the sufficiency of any notice to Holders of Registered
     Securities given as provided herein.

          (e) Any request, demand, authorization, direction, notice, consent or
     waiver required or permitted under this Indenture shall be in the English
     language, except that any published notice may be in an official language
     of the country of publication.


                                       14

<PAGE>

          (f) 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.

     Section 107. 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 108. 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 109. Separability Clause.

In case any provision in this Indenture or in any Security, or coupon 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 110. Benefits of Indenture.

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

     Section 111. Governing Law.

     This Indenture, the Securities, and coupons shall be governed by and
construed in accordance with the law of the State of New York. This Indenture is
subject to the provisions of the Trust Indenture Act that are required to be
part of this Indenture and shall, to the extent applicable, be governed by such
provisions.

     Section 112. Legal Holidays.

     In any case where any Interest Payment Date, Redemption Date, Repayment
Date, sinking fund payment date, Stated Maturity or Maturity of any Security
shall not be a Business Day at any Place of Payment, then (notwithstanding any
other provision of this Indenture or any Security or coupon other than a
provision in the Securities of any series which specifically states that such
provision shall apply in lieu of this Section), payment of principal (or
premium, if any) or interest, 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, Redemption Date, Repayment Date or sinking fund payment date, or at the
Stated Maturity or Maturity; provided that no interest shall accrue on the
amount


                                       15

<PAGE>

so payable for the period from and after such Interest Payment Date, Redemption
Date, Repayment Date, sinking fund payment date, Stated Maturity or Maturity, as
the case may be.

     Section 113. Conflict of Any Provision of Indenture with Trust Indenture
Act.

     If and to the extent that any provision of this Indenture limits, qualifies
or conflicts with any provision (an "incorporated provision") required by or
deemed to be included in this Indenture by operation of the TIA, such imposed
duties or incorporated provisions shall control. If any provision of this
Indenture modifies or excludes any provision of the TIA that may be so modified
or excluded, the latter provision shall be deemed to apply to this Indenture as
so modified or excluded, as the case may be.

     Section 114. No Recourse against Others.

     A director, officer, employee or stockholder, as such, of the Company shall
not have any liability for any obligations of the Company under the Securities,
or this Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. Each Holder by accepting any of the Securities
waives and releases all such liability.

     Section 115. Waiver of Trial by Jury.

     To the extent permitted by applicable law, the Company, the Trustee, and
Holders hereby irrevocably and unconditionally waive the right to trial by jury
in connection with any claim arising out of or relating to the Securities and
under this Indenture.

                                   ARTICLE II

                                SECURITIES FORMS

     Section 201. Forms of Securities.

          (a) The Registered Securities, if any, of each series, the Bearer
     Securities, if any, of each series and related coupons shall be in
     substantially the forms as shall be established in one or more indentures
     supplemental hereto or approved from time to time by or pursuant to a Board
     Resolution in accordance with Section 301, shall have such appropriate
     insertions, omissions, substitutions and other variations as are required
     or permitted by this Indenture or any indenture supplemental hereto, and
     may have such letters, numbers or other marks of identification or
     designation and such legends or endorsements placed thereon as the Company,
     as the case may be, may deem appropriate and as are not inconsistent with
     the provisions of this Indenture, or as may be required to comply with any
     law or with any rule or regulation made pursuant thereto or with any rule
     or regulation of any stock exchange on which the Securities may be listed,
     or to conform to usage.

          (b) Unless otherwise specified as contemplated by Section 301, Bearer
     Securities shall have interest coupons attached.


                                       16
<PAGE>

          (c) The definitive Securities and coupons shall be printed,
     lithographed or engraved or produced by any combination of these methods on
     a steel engraved border or steel engraved borders or may be produced in any
     other manner, all as determined by the officers executing such Securities
     or coupons, as evidenced by their execution of such Securities or coupons.

     Section 202. Form of Trustee's Certificate of Authentication.

Subject to Section 611, the Trustee's certificate of authentication shall be in
substantially the following form:

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

                                        [TRUSTEE]
                                        as Trustee


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

Dated:
       ------------------------------

     Section 203. Securities Issuable in Global Form.

          (a) If Securities of or within a series are issuable in global form,
     as specified as contemplated by Section 301, then, notwithstanding clause
     (8) of Section 301(b) and the provisions of Section 302, any such Security
     shall represent such of the Outstanding Securities of such series as shall
     be specified therein and may provide that it shall represent the aggregate
     amount of Outstanding Securities of such series from time to time endorsed
     thereon and that the aggregate amount of Outstanding Securities of such
     series represented thereby may from time to time be increased or decreased
     to reflect exchanges. Any endorsement of a Security in global form to
     reflect the amount, or any increase or decrease in the amount, of
     Outstanding Securities represented thereby shall be made by the Trustee in
     such manner and upon instructions given by such Person or Persons as shall
     be specified therein or in the Company Order to be delivered to the Trustee
     pursuant to Section 303 or Section 304. Subject to the provisions of
     Section 303 and, if applicable, Section 304, the Trustee shall deliver and
     redeliver any Security in permanent global form in the manner and upon
     instructions given by the Person or Persons specified therein or in the
     applicable Company Order. If a Company Order pursuant to Section 303 or
     Section 304 has been, or simultaneously is, delivered, any instructions by
     the Company with respect to endorsement, delivery or redelivery of a
     Security in global form shall be in writing but need not comply with
     Section 102 and need not be accompanied by an Opinion of Counsel.

          (b) The provisions of Section 303(h) shall apply to any Security
     represented by a Security in global form if such Security was never issued
     and sold by the Company and the Company delivers to the Trustee the
     Security in global form together with written instructions (which need not
     comply with Section 102 and need not be accompanied by


                                       17

<PAGE>

     an Opinion of Counsel) with regard to the reduction in the principal amount
     of Securities represented thereby, together with the written statement
     contemplated by the last sentence of Section 303.

          (c) Notwithstanding the provisions of Section 307, unless otherwise
     specified as contemplated by Section 301, payment of principal of (and
     premium, if any) and interest, if any, on any Security in permanent global
     form shall be made to the Person or Persons specified therein.

          (d) Notwithstanding the provisions of Section 309 and except as
     provided in Subsection (c) of this Section, the Company, the Trustee and
     any agent of the Company and the Trustee shall treat as the Holder of such
     principal amount of Outstanding Securities represented by a permanent
     global Security (1) in the case of a permanent global Security in
     registered form, the Holder of such permanent global Security in registered
     form, or (2) in the case of a permanent global Security in bearer form,
     Euroclear or Clearstream.

     Section 204. Form of Legend for Book-Entry Securities.

     Any Global Security authenticated and delivered hereunder shall bear a
legend (which would be in addition to any other legends required in the case of
a restricted Security) 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 DEPOSITORY OR A
     NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR
     A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART
     MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITORY OR
     ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
     OF THE DEPOSITARY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION
     OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR
     THIS CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER
     NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY, ANY
     TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
     PERSON IS WRONGFUL, SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
     INTEREST HEREIN.


                                       18

<PAGE>

                                   ARTICLE III

                                 THE SECURITIES

     Section 301. Amount Unlimited; Issuable in Series.

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

          (b) The Securities shall rank equally and pari passu and may be issued
     in one or more series. There shall be established in one or more Board
     Resolutions or pursuant to authority granted by one or more Board
     Resolutions 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, any or all of the following, as applicable (each of which (except
     for the matters set forth in clauses (1), (2) and (15) of this Section
     301(b)), if so provided, may be determined from time to time by the Company
     with respect to unissued Securities of the series and set forth in such
     Securities of the series when issued from time to time):

               (1) the title of the Securities of the series, including CUSIP
          Numbers (which shall distinguish the Securities of such series from
          all other series of Securities);

               (2) any limit upon the aggregate principal amount of the
          Securities of the series that may be authenticated and delivered under
          this Indenture (except for Securities authenticated and delivered upon
          registration of transfer of, or in exchange for, or in lieu of, other
          Securities of the series pursuant to Section 304, 305, 306, 906, 1107
          or 1305) and whether any series may be reopened for additional
          Securities of that series; in the event that such series of Securities
          may be reopened from time to time for issuances of additional
          Securities of such series, the terms thereof shall indicate whether
          any such additional Securities shall have the same terms as the prior
          Securities of such series or whether the Company may establish
          additional or different terms with respect to such additional
          Securities;

               (3) the date or dates, or the method by which such date or dates
          will be determined or extended, on which the principal (and premium,
          if any,) of the Securities of the series shall be payable;

               (4) the rate or rates at which the Securities of the series shall
          bear interest, if any, or the method by which such rate or rates shall
          be determined, the date or dates from which such interest shall accrue
          or the method by which such date or dates shall be determined, the
          Interest Payment Dates on which such interest shall be payable and the
          Regular Record Date, if any, for the interest payable on any
          Registered Security on any Interest Payment Date, or the method by
          which such date shall be determined, and the basis upon which interest
          shall be calculated if other than on the basis of a 360-day year of
          twelve 30-day months;


                                       19

<PAGE>

               (5) the place or places, if any, other than or in addition to the
          Borough of Manhattan, The City of New York, where the principal of
          (and premium, if any) and interest, if any, on Securities of the
          series shall be payable, where any Registered Securities of the series
          may be surrendered for registration of transfer, where Securities of
          the series may be surrendered for exchange, where Securities of the
          series that are convertible or exchangeable may be surrendered for
          conversion or exchange, as applicable, and where notices or demands to
          or upon the Company in respect of the Securities of the series and
          this Indenture may be served;

               (6) the period or periods within which, or the date or dates on
          which, the price or prices at which, the Currency or Currencies in
          which, and other terms and conditions upon which Securities of the
          series may be redeemed, in whole or in part, at the option of the
          Company, if the Company is to have that option;

               (7) the obligation, if any, of the Company to redeem, repay or
          purchase Securities of the series pursuant to any sinking fund or
          analogous provision or at the option of a Holder thereof, and the
          period or periods within which or the date or dates on which, the
          price or prices at which, the Currency or Currencies in which, and
          other terms and conditions upon which Securities of the series shall
          be redeemed, repaid or purchased, in whole or in part, pursuant to
          such obligation;

               (8) if other than denominations of $1,000 and any integral
          multiple thereof, the denomination or denominations in which any
          Registered Securities of the series shall be issuable and, if other
          than denominations of $5,000 and any integral multiple thereof, the
          denomination or denominations in which any Bearer Securities of the
          series shall be issuable;

               (9) if other than the Trustee, the identity of each Security
          Registrar and/or Paying Agent;

               (10) if other than the principal amount thereof, the portion of
          the principal amount of Securities of the series that shall be payable
          upon declaration of acceleration of the Maturity thereof pursuant to
          Section 502 or the method by which such portion shall be determined;

               (11) if other than Dollars, the Currency or Currencies in which
          payment of the principal of (or premium, if any) or interest, if any,
          on the Securities of the series shall be made or in which the
          Securities of the series shall be denominated and the particular
          provisions applicable thereto in accordance with, in addition to or in
          lieu of any of the provisions of Section 312;

               (12) whether the amount of payments of principal of (or premium,
          if any) or interest, if any, on the Securities of the series may be
          determined with reference to an index, formula or other method (which
          index, formula or method may be based, without limitation, on one or
          more Currencies, commodities, equity


                                       20

<PAGE>

          indices or other indices), and the manner in which such amounts shall
          be determined;

               (13) whether the principal of (or premium, if any) or interest,
          if any, on the Securities of the series are to be payable, at the
          election of the Company or a Holder thereof, in a Currency other than
          that in which such Securities are denominated or stated to be payable,
          the period or periods within which (including the Election Date), and
          the terms and conditions upon which, such election may be made, and
          the time and manner of determining the exchange rate between the
          Currency in which such Securities are denominated or stated to be
          payable and the Currency in which such Securities are to be so
          payable, in each case in accordance with, in addition to or in lieu of
          any of the provisions of Section 312;

               (14) provisions, if any, granting special rights to the Holders
          of Securities of the series upon the occurrence of such events as may
          be specified;

               (15) any deletions from, modifications of or additions to the
          Events of Default or covenants or other provisions (including any
          deletions from, modifications of or additions to any of the provisions
          of Section 1007) of the Company with respect to Securities of the
          series, whether or not such Events of Default or covenants or other
          provisions are consistent with the Events of Default or covenants or
          other provisions set forth herein;

               (16) whether Securities of the series are to be issuable as
          Registered Securities, Bearer Securities or both, any restrictions
          applicable to the offer, sale or delivery of Bearer Securities,
          whether any Securities of the series are to be issuable initially in
          temporary global form and whether any Securities of the series are to
          be issuable in permanent global form with or without coupons and, if
          so, whether beneficial owners of interests in any such permanent
          global Security may exchange such interests for Securities of such
          series and of like tenor of any authorized form and denomination and
          the circumstances under which any such exchanges may occur, if other
          than in the manner provided in Section 305, whether Registered
          Securities of the series may be exchanged for Bearer Securities of the
          series (if permitted by applicable laws and regulations), whether
          Bearer Securities of the series may be exchanged for Registered
          Securities of such series, and the circumstances under which and the
          place or places where any such exchanges may be made and if Securities
          of the series are to be issuable in global form, the identity of any
          initial depository therefor;

               (17) the date as of which any Bearer Securities of the series and
          any temporary global Security representing Outstanding Securities of
          the series shall be dated if other than the date of original issuance
          of the first Security of the series to be issued;

               (18) the Person to whom any interest on any Registered Security
          of the series shall be payable, if other than the Person in whose name
          such Security (or


                                       21

<PAGE>

          one or more Predecessor Securities) is registered at the close of
          business on the Regular Record Date for such interest, the manner in
          which, or the Person to whom, any interest on any Bearer Security of
          the series shall be payable, if otherwise than upon presentation and
          surrender of the coupons appertaining thereto as they severally
          mature, and the extent to which, or the manner in which, any interest
          payable on a temporary global Security on an Interest Payment Date
          will be paid if other than in the manner provided in Section 304;

               (19) the applicability, if any, of Sections 1402 and 1403 to the
          Securities of the series and any provisions in modification of, in
          addition to or in lieu of any of the provisions of Article XIV;

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

               (21) whether, under what circumstances and the Currency in which,
          the Company will pay Additional Amounts as contemplated by Section
          1005 on the Securities of the series to any Holder who is not a United
          States person (including any modification to the definition of such
          term) in respect of any tax, assessment or governmental charge and, if
          so, whether the Company will have the option to redeem such Securities
          rather than pay such Additional Amounts (and the terms of any such
          option);

               (22) the designation of the initial Exchange Rate Agent, if any;

               (23) if the Securities of the series are to be convertible into
          or exchangeable for any securities of any Person (including the
          Company), the terms and conditions upon which such Securities of the
          series will be so convertible or exchangeable (including, without
          limitation, the initial conversion price or rate, the conversion
          period, the conversion agent, if any, adjustments of the applicable
          conversion price or rate and any requirements with respect to the
          reservation of shares or Securities for purposes of conversion);

               (24) if the Securities of the series are to be issued upon the
          exercise of warrants, the time, manner and place for such Securities
          to be authenticated and delivered; and

               (25) any other terms of the series (which terms shall not be
          inconsistent with the requirements of the TIA).

          (c) All Securities of any one series and the coupons appertaining to
     any Bearer Securities of such series shall be substantially identical
     except, in the case of Registered Securities, as to denomination and except
     as may otherwise be provided in or pursuant to such Board Resolution
     (subject to Section 303) and set forth in such Officers' Certificate or in
     any such indenture supplemental hereto. Not all Securities of any one


                                       22

<PAGE>

     series need to be issued at the same time and, unless otherwise provided, a
     series may be reopened, without the consent of the Holders, for issuances
     of additional Securities of such series or to establish additional terms of
     such series of Securities (which additional terms shall only be applicable
     to unissued or additional Securities of such series).

          (d) If any of the terms of the Securities of any series are
     established by action taken pursuant to one or more Board Resolutions, a
     copy of an appropriate record of such action(s) shall be certified by the
     Secretary or an Assistant Secretary or any Vice President of the Company
     and delivered to the Trustee at or prior to the delivery of the Officers'
     Certificate setting forth the terms of the Securities of such series.

     Section 302. Denominations.

     The Securities of each series shall be issuable in such denominations as
shall be specified as contemplated by Section 301. In the absence of any such
provision with respect to Securities of any series, the principal, premium and
interest and Additional Amounts with respect to the Securities shall be payable
in Dollars. With respect to Securities of any series denominated in Dollars, in
the absence of any such provisions with respect to the Securities of any series,
the Registered Securities of such series, other than Registered Securities
issued in global form (which may be of any denomination) shall be issuable in
denominations of $1,000 and any integral multiple thereof, and the Bearer
Securities of such series, other than Bearer Securities issued in global form
(which may be of any denomination), shall be issuable in a denomination of
$5,000 and any integral multiple thereof.

     Section 303. Execution, Authentication, Delivery and Dating.

          (a) The Securities and any coupons appertaining thereto shall be
     executed on behalf of the Company by its Chairman, its President, Chief
     Executive Officer or Chief Financial Officer. The signature of any of these
     officers on the Securities and coupons may be manual or facsimile
     signatures of the present or any future such authorized officer and may be
     imprinted or otherwise reproduced on the Securities.

          (b) Securities or coupons 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 or coupons.

          (c) At any time and from time to time after the execution and delivery
     of this Indenture, the Company may deliver Securities of any series,
     together with any coupon appertaining thereto, 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; provided, that, in connection with its original issuance, no
     Bearer Security shall be mailed or otherwise delivered to any location in
     the United States; and provided further that, unless otherwise specified
     with respect to any series of Securities pursuant to Section 301, a Bearer
     Security may be delivered in connection with its


                                       23

<PAGE>

     original issuance only if the Person entitled to receive such Bearer
     Security shall have furnished a certificate in the form set forth in
     Exhibit A-1 to this Indenture or such other certificate as may be specified
     with respect to any series of Securities pursuant to Section 301, dated no
     earlier than 15 days prior to the earlier of the date on which such Bearer
     Security is delivered and the date on which any temporary Security first
     becomes exchangeable for such Bearer Security in accordance with the terms
     of such temporary Security and this Indenture. If any Security shall be
     represented by a permanent global Bearer Security, then, for purposes of
     this Section and Section 304, the notation of a beneficial owner's interest
     therein upon original issuance of such Security or upon exchange of a
     portion of a temporary global Security shall be deemed to be delivery in
     connection with its original issuance of such beneficial owner's interest
     in such permanent global Bearer Security. Except as permitted by Section
     306, the Trustee shall not authenticate and deliver any Bearer Security
     unless all appurtenant coupons for interest then matured have been detached
     and cancelled. If all the Securities of any series are not to be issued at
     one time and if the Board Resolution or supplemental indenture establishing
     such series shall so permit, such Company Order may set forth procedures
     acceptable to the Trustee for the issuance of such Securities and
     determining the terms of particular Securities of such series, such as
     interest rate, maturity date, date of issuance and date from which interest
     shall accrue. 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 TIA
     Sections 315(a) through 315(d)) shall be fully protected in relying upon,

               (1) an Opinion of Counsel stating,

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

                    (ii) that the terms of such Securities and any coupons have
               been established in conformity with the provisions of this
               Indenture; and

                    (iii) that such Securities, together with any coupons
               appertaining thereto, when completed by appropriate insertions
               and executed and delivered by the Company to the Trustee for
               authentication in accordance with this Indenture, authenticated
               and delivered by the Trustee in accordance with this Indenture
               and issued by the Company in the manner and subject to any
               conditions specified in such Opinion of Counsel, will constitute
               legal, valid and binding obligations of the Company, enforceable
               in accordance with their terms, subject to applicable bankruptcy,
               insolvency, reorganization and other similar laws of general
               applicability relating to or affecting the enforcement of
               creditors' rights, to general equitable principles and to such
               other qualifications as such counsel shall conclude do not
               materially affect the rights of Holders of such Securities and
               any coupons;


                                       24

<PAGE>

               (2) an Officers' Certificate stating, to the best of the
          knowledge of the signers of such certificate, that no Event of Default
          with respect to any of the Securities shall have occurred and be
          continuing; and

               (3) an executed supplemental indenture (if any).

          (d) Notwithstanding the provisions of Section 301 and of this Section
     303, if all the Securities of any series are not to be issued at one time,
     it shall not be necessary to deliver an Officers' Certificate otherwise
     required pursuant to Section 301 or the Company Order, Opinion of Counsel
     or Officers' Certificate otherwise required pursuant to Subsection (c) of
     this Section at the time of issuance of each Security of such series, but
     such order, opinion and certificates, with appropriate modifications to
     cover such future issuances, shall be delivered at or before the time of
     issuance of the first Security of such series.

          (e) 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 generality of the foregoing, the Trustee
     will not be required to authenticate Securities denominated in a Foreign
     Currency if the Trustee reasonably believes that it would be unable to
     perform its duties with respect to such Securities.

          (f) Each Registered Security shall be dated the date of its
     authentication and each Bearer Security shall be dated as of the date
     specified as contemplated by Section 301.

          (g) No Security or coupon shall be entitled to any benefit under this
     Indenture or be valid or obligatory for any purpose unless there appears on
     such Security or Security to which such coupon appertains a certificate of
     authentication substantially in the form provided for herein duly executed
     by the Trustee or an Authenticating Agent by manual signature of an
     authorized signatory, and such certificate upon any Security shall be
     conclusive evidence, and the only evidence, that such Security has been
     duly authenticated and delivered hereunder and is entitled to the benefits
     of this Indenture.

          (h) 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 310 together with a written statement
     (which need not comply with Section 102 and need not be accompanied by an
     Opinion of Counsel) stating that such Security has never been issued and
     sold by the Company, 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.

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


                                       25

<PAGE>

     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, in registered form, or, if authorized, in bearer form with
     one or more coupons or without coupons, and with such appropriate
     insertions, omissions, substitutions and other variations as the officers
     executing such Securities may determine, as conclusively evidenced by their
     execution of such Securities. Such temporary Securities may be in global
     form.

          (b) Except in the case of temporary Securities in global form (which
     shall be exchanged in accordance with Section 304(c) or as otherwise
     provided in or pursuant to a Board Resolution), 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 (accompanied by any non-matured coupons
     appertaining thereto), the Company shall execute and the Trustee shall
     authenticate and deliver in exchange therefor a like principal amount of
     definitive Securities of the same series of authorized denominations;
     provided, that, no definitive Bearer Security shall be delivered in
     exchange for a temporary Registered Security; and provided further that a
     definitive Bearer Security shall be delivered in exchange for a temporary
     Bearer Security only in compliance with the conditions set forth in Section
     303. 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.

          (c) (1) Unless otherwise provided in or pursuant to a Board
     Resolution, this Section 304(c) shall govern the exchange of temporary
     Securities issued in global form.

               (2) If temporary Securities of any series are issued in global
          form, any such temporary global Security shall, unless otherwise
          provided therein, be delivered to the London office of a depositary or
          common depositary (the "Common Depository"), for the benefit of
          Euroclear and Clearstream, for credit to the respective accounts of
          the beneficial owners of such Securities (or to such other accounts as
          they may direct).

               (3) Without unnecessary delay but in any event not later than the
          date specified in, or determined pursuant to the terms of, any such
          temporary global Security (the "Exchange Date"), the Company shall
          deliver to the Trustee definitive Securities, in aggregate principal
          amount equal to the principal amount of such temporary global
          Security, executed by the Company. On or after the Exchange Date, such
          temporary global Security shall be surrendered by the Common
          Depository to the Trustee, as the Company's agent for such purpose, to
          be exchanged, in whole or from time to time in part, for definitive
          Securities without charge, and the Trustee shall authenticate and
          deliver, in exchange for each portion of such temporary global
          Security and upon receipt of the Company Order described in Section
          303, an equal aggregate principal amount of definitive


                                       26

<PAGE>

          Securities of the same series of authorized denominations and of like
          tenor as the portion of such temporary global Security to be
          exchanged. The definitive Securities to be delivered in exchange for
          any such temporary global Security shall be in bearer form, registered
          form, permanent global bearer form or permanent global registered
          form, or any combination thereof, as specified as contemplated by
          Section 301, and, if any combination thereof is so specified, as
          requested by the beneficial owner thereof; provided, that, unless
          otherwise specified in such temporary global Security, upon such
          presentation by the Common Depository, such temporary global Security
          is accompanied by a certificate dated the Exchange Date or a
          subsequent date and signed by Euroclear as to the portion of such
          temporary global Security held for its account then to be exchanged
          and a certificate dated the Exchange Date or a subsequent date and
          signed by Clearstream as to the portion of such temporary global
          Security held for its account then to be exchanged, each in the form
          set forth in Exhibit A-2 to this Indenture or in such other form as
          may be established pursuant to Section 301; and provided further that
          definitive Bearer Securities shall be delivered in exchange for a
          portion of a temporary global Security only in compliance with the
          requirements of Section 303.

               (4) Unless otherwise specified in such temporary global Security,
          the interest of a beneficial owner of Securities of a series in a
          temporary global Security shall be exchanged for definitive Securities
          of the same series and of like tenor following the Exchange Date when
          the account holder instructs Euroclear or Clearstream, as the case may
          be, to request such exchange on his behalf and delivers to Euroclear
          or Clearstream, as the case may be, a certificate in the form set
          forth in Exhibit A-1 to this Indenture (or in such other form as may
          be established pursuant to Section 301), dated no earlier than 15 days
          prior to the Exchange Date, copies of which certificate shall be
          available from the offices of Euroclear and Clearstream, the Trustee,
          any Authenticating Agent appointed for such series of Securities and
          each Paying Agent. Unless otherwise specified in such temporary global
          Security, any such exchange shall be made free of charge to the
          beneficial owners of such temporary global Security, except that a
          Person receiving definitive Securities must bear the cost of
          insurance, postage, transportation and the like in the event that such
          Person does not take delivery of such definitive Securities in person
          at the offices of Euroclear or Clearstream. Definitive Securities in
          bearer form to be delivered in exchange for any portion of a temporary
          global Security shall be delivered only outside the United States.

               (5) Until exchanged in full as hereinabove provided, the
          temporary Securities of any series shall in all respects be entitled
          to the same benefits under this Indenture as definitive Securities of
          the same series and of like tenor authenticated and delivered
          hereunder, except that, unless otherwise specified as contemplated by
          Section 301, interest payable on a temporary global Security on an
          Interest Payment Date for Securities of such series occurring prior to
          the applicable Exchange Date shall be payable to Euroclear and
          Clearstream on such Interest Payment Date upon delivery by Euroclear
          and Clearstream to the Trustee of a certificate or certificates in the
          form set forth in Exhibit A-2 to this Indenture


                                       27

<PAGE>

          (or in such other forms as may be established pursuant to Section
          301), for credit without further interest thereon on or after such
          Interest Payment Date to the respective accounts of the Persons who
          are the beneficial owners of such temporary global Security on such
          Interest Payment Date and who have each delivered to Euroclear or
          Clearstream, as the case may be, a certificate dated no earlier than
          15 days prior to the Interest Payment Date occurring prior to such
          Exchange Date in the form set forth in Exhibit A-1 to this Indenture
          (or in such other forms as may be established pursuant to Section
          301). Notwithstanding anything to the contrary herein contained, the
          certifications made pursuant to this clause (5) of Section 304(c)
          shall satisfy the certification requirements of clauses (3) and (4) of
          this Section 304(c) and of Section 303(c) of this Indenture and the
          interests of the Persons who are the beneficial owners of the
          temporary global Security with respect to which such certification was
          made will be exchanged for definitive Securities of the same series
          and of like tenor on the Exchange Date or the date of certification if
          such date occurs after the Exchange Date, without further act or deed
          by such beneficial owners. Except as otherwise provided in this clause
          (5) of Section 304(c), no payments of principal (or premium, if any)
          or interest, if any, owing with respect to a beneficial interest in a
          temporary global Security will be made unless and until such interest
          in such temporary global Security shall have been exchanged for an
          interest in a definitive Security. Any interest so received by
          Euroclear and Clearstream and not paid as herein provided shall be
          returned to the Trustee prior to the expiration of two years after
          such Interest Payment Date in order to be repaid to the Company.

     Section 305. Registration, Registration of Transfer and Exchange.

          (a) The Company shall cause to be kept at the Corporate Trust Office
     of the Trustee or in any office or agency of the Company in a Place of
     Payment a register for each series of Securities (the registers maintained
     in such office or in any such office or agency of the Company in a Place of
     Payment being herein sometimes referred to collectively as the "Security
     Register") in which, subject to such reasonable regulations as it may
     prescribe, the Company shall provide for the registration of Registered
     Securities and of transfers of Registered Securities. The Security Register
     shall be in written form or any other form capable of being converted into
     written form within a reasonable time. The Trustee, at its Corporate Trust
     Office, is hereby initially appointed "Security Registrar" for the purpose
     of registering Registered Securities and transfers of Registered Securities
     on such Security Register as herein provided. In the event that the Trustee
     shall cease to be Security Registrar, it shall have the right to examine
     the Security Register at all reasonable times.

          (b) Upon surrender for registration of transfer of any Registered
     Security of any series at any office or agency in a Place of Payment for
     the register and transfer of Securities that series, the Company shall
     execute, and the Trustee shall authenticate and deliver, subject to the
     terms and conditions of this Article III, in the name of the designated
     transferee or transferees, one or more new Registered Securities of the
     same series, of any authorized denominations and of a like aggregate
     principal amount, and tenor.


                                       28

<PAGE>

          (c) At the option of the Holder, Registered Securities of any series
     may be exchanged for other Registered Securities of the same series, of any
     authorized denomination and of a like aggregate principal amount,
     containing identical terms and provisions, upon surrender of the Registered
     Securities to be exchanged at such office or agency. Whenever any
     Registered Securities are so surrendered for exchange, the Company shall
     execute, and the Trustee shall authenticate and deliver, the Registered
     Securities which the Holder making the exchange is entitled to receive.
     Unless otherwise specified with respect to any series of Securities as
     contemplated by Section 301, Bearer Securities may not be issued in
     exchange for Registered Securities.

          (d) If (but only if) expressly permitted in or pursuant to the
     applicable Board Resolution and (subject to Section 303) set forth in the
     applicable Officers' Certificate, or in any indenture supplemental hereto,
     delivered as contemplated by Section 301, at the option of the Holder,
     Bearer Securities of any series may be exchanged for Registered Securities
     of the same series of any authorized denomination and of a like aggregate
     principal amount and tenor, upon surrender of the Bearer Securities to be
     exchanged at any such office or agency, with all unmatured coupons and all
     matured coupons in default thereto appertaining. If the Holder of a Bearer
     Security is unable to produce any such unmatured coupon or coupons or
     matured coupon or coupons in default, any such permitted exchange may be
     effected if the Bearer Securities are accompanied by payment in funds
     acceptable to the Company in an amount equal to the face amount of such
     missing coupon or coupons, or the surrender of such missing coupon or
     coupons may be waived by the Company and the Trustee if there is furnished
     to them such security or indemnity as they may require to save each of them
     and any Paying Agent harmless. If thereafter the Holder of such Security
     shall surrender to any Paying Agent any such missing coupon in respect of
     which such a payment shall have been made, such Holder shall be entitled to
     receive the amount of such payment; provided, that, except as otherwise
     provided in Section 1002, interest represented by coupons shall be payable
     only upon presentation and surrender of those coupons at an office or
     agency located outside the United States. Notwithstanding the foregoing, in
     case a Bearer Security of any series is surrendered at any such office or
     agency in a permitted exchange for a Registered Security of the same series
     and like tenor after the close of business at such office or agency on (i)
     any Regular Record Date and before the opening of business at such office
     or agency on the relevant Interest Payment Date, or (ii) any Special Record
     Date and before the opening of business at such office or agency on the
     related proposed date for payment of Defaulted Interest, such Bearer
     Security shall be surrendered without the coupon relating to such Interest
     Payment Date or proposed date for payment, as the case may be, and interest
     or Defaulted Interest, as the case may be, will not be payable on such
     Interest Payment Date or proposed date for payment, as the case may be, in
     respect of the Registered Security issued in exchange for such Bearer
     Security, but will be payable only to the Holder of such coupon when due in
     accordance with the provisions of this Indenture.

          (e) 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.


                                       29

<PAGE>

          (f) Notwithstanding the foregoing, except as otherwise specified as
     contemplated by Section 301:

               (1) Each global Security authenticated under this Indenture shall
          be registered in the name of the Depository designated for such global
          Security or a nominee thereof and delivered to such Depository or a
          nominee thereof or custodian 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 Depository
          for such global Security or a nominee thereof unless (A) such
          Depository (i) has notified the Company that it is unwilling or unable
          to continue as Depository for such global Security or (ii) has ceased
          to be a clearing agency registered under the Exchange Act, and in
          either case the Company has not appointed a successor Depository
          within 90 days of receipt of such notice or cessation, as the case may
          be, (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. Notwithstanding the foregoing, the Company may at any time in its
          sole discretion determine that Securities issued in the form of a
          global Security shall no longer be represented in whole or in party by
          such global Security, and the Trustee, upon receipt of a Company Order
          therefor, shall authenticate and deliver definitive Securities in
          exchange in whole or in part for such Global Security.

               (3) Subject to clause (2) above, any exchange or transfer 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 Depository
          for such global Security shall direct.

               (4) 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 Depository for such
          global Security or a nominee thereof.

               (5) If any beneficial owner of an interest in a permanent global
          Security is entitled to exchange such interest for Securities of such
          series and of like tenor and principal amount of another authorized
          form and denomination, as specified as contemplated by Section 301 and
          this Section 305 and provided that any applicable notice provided in
          the permanent global Security shall have been given, then without
          unnecessary delay but in any event not later than the earliest date on
          which such interest may be so exchanged, the Company shall deliver to


                                       30

<PAGE>

          the Trustee definitive Securities in aggregate principal amount equal
          to the principal amount of such beneficial owner's interest in such
          permanent global Security, executed by the Company. On or after the
          earliest date on which such interests may be so exchanged, such
          permanent global Security shall be surrendered by the Common
          Depository or such other depositary as shall be specified in the
          Company Order with respect thereto to the Trustee, as the Company's
          agent for such purpose, to be exchanged, in whole or from time to time
          in part, for definitive Securities without charge and the Trustee
          shall authenticate and deliver, in exchange for each portion of such
          permanent global Security, an equal aggregate principal amount of
          definitive Securities of the same series of authorized denominations
          and of like tenor as the portion of such permanent global Security to
          be exchanged which, unless the Securities of the series are not
          issuable both as Bearer Securities and as Registered Securities, as
          specified as contemplated by Section 301, shall be in the form of
          Bearer Securities or Registered Securities, or any combination
          thereof, as shall be specified by the beneficial owner thereof;
          provided, that, no such exchanges may occur during a period beginning
          at the opening of business 15 days before any selection of Securities
          to be redeemed and ending on the relevant Redemption Date if the
          Security for which exchange is requested may be among those selected
          for redemption; and provided further that no Bearer Security delivered
          in exchange for a portion of a permanent global Security shall be
          mailed or otherwise delivered to any location in the United States. If
          a Registered Security is issued in exchange for any portion of a
          permanent global Security after the close of business at the office or
          agency where such exchange occurs on (1) any Regular Record Date and
          before the opening of business at such office or agency on the
          relevant Interest Payment Date, or (2) any Special Record Date and
          before the opening of business at such office or agency on the related
          proposed date for payment of Defaulted Interest, interest or Defaulted
          Interest, as the case may be, will not be payable on such Interest
          Payment Date or proposed date for payment, as the case may be, in
          respect of such Registered Security, but will be payable on such
          Interest Payment Date or proposed date for payment, as the case may
          be, only to the Person to whom interest in respect of such portion of
          such permanent global Security is payable in accordance with the
          provisions of this Indenture.

          (g) All Securities issued upon any registration of transfer or
     exchange of Securities shall be 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.

          (h) Every Registered Security presented or surrendered for
     registration of transfer or for exchange shall (if so required by the
     Company or the Security Registrar) 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.

          (i) 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


                                       31

<PAGE>

     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, 1107 or 1305 not
     involving any transfer.

          (j) The Company shall not be required (1) to issue, register the
     transfer of or exchange any Security if such Security may be among those
     selected for redemption during a period beginning at the opening of
     business 15 days before, and ending at the close of business on (i) if such
     Securities are issuable only as Registered Securities, the day of the
     mailing of the relevant notice of redemption and (ii) if such Securities
     are issuable as Bearer Securities, the day of the first publication of the
     relevant notice of redemption or, if such Securities are also issuable as
     Registered Securities and there is no publication, the mailing of the
     relevant notice of redemption, or (2) to register the transfer of or
     exchange any Registered Security so selected for redemption in whole or in
     part, except, in the case of any Registered Security to be redeemed in
     part, the unredeemed portion thereof, or (3) to exchange any Bearer
     Security so selected for redemption except that such a Bearer Security may
     be exchanged for a Registered Security of that series and like tenor,
     provided that such Registered Security shall be simultaneously surrendered
     for redemption, or (4) to issue, register the transfer of or exchange any
     Security which has been surrendered for repayment at the option of the
     Holder, except the portion, if any, of such Security not to be so repaid.

          (k) Each Holder of a Security agrees to indemnify the Company and the
     Trustee against any liability that may result from the transfer, exchange
     or assignment of such Holder's Security in violation of any provision of
     this Indenture and/or applicable United States Federal or state securities
     law.

          (l) The Trustee shall have no obligation or duty to monitor, determine
     or inquire as to compliance with any restrictions on transfer imposed under
     this Indenture or under applicable law with respect to any transfer of any
     interest in any Security (including any transfers between or among
     Depository Participants or beneficial owners of interests in any Global
     Security) other than to require delivery of such certificates and other
     documentation or evidence as are expressly required by, and to do so if and
     when expressly required by, the terms of this Indenture, and to examine the
     same to determine substantial compliance as to form with the express
     requirements hereof.

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

          (a) If any mutilated Security or a Security with a mutilated coupon
     appertaining to it is surrendered to the Trustee or the Company, together
     with, in proper cases, such security or indemnity as may be required by the
     Company or the Trustee to save each of them or any agent of either of them
     harmless, 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, with coupons corresponding to the coupons, if any,
     appertaining to the surrendered Security.


                                       32
<PAGE>

          (b) If there shall be delivered to the Company and to the Trustee (1)
     evidence to their satisfaction of the destruction, loss or theft of any
     Security or coupon, and (2) 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 or coupon has been acquired by a bona fide purchaser, the Company
     shall execute and upon Company Order the Trustee shall authenticate and
     deliver, in lieu of any such destroyed, lost or stolen Security or in
     exchange for the Security to which a destroyed, lost or stolen coupon
     appertains (with all appurtenant coupons not destroyed, lost or stolen), a
     new Security of the same series and of like tenor and principal amount and
     bearing a number not contemporaneously outstanding, with coupons
     corresponding to the coupons, if any, appertaining to such destroyed, lost
     or stolen Security or to the Security to which such destroyed, lost or
     stolen coupon appertains.

          (c) Notwithstanding the provisions of the Sections 306(a) and (b), in
     case any such mutilated, destroyed, lost or stolen Security or coupon has
     become or is about to become due and payable, the Company in its discretion
     may, instead of issuing a new Security, with coupons corresponding to the
     coupons, if any, appertaining to such mutilated, destroyed, lost or stolen
     Security or to the Security to which such mutilated, destroyed, lost or
     stolen coupon appertains, pay such Security or coupon; provided, that,
     payment of principal of (and premium, if any) and interest, if any, on
     Bearer Securities shall, except as otherwise provided in Section 1002, be
     payable only at an office or agency located outside the United States and,
     unless otherwise specified as contemplated by Section 301, any interest on
     Bearer Securities shall be payable only upon presentation and surrender of
     the coupons appertaining thereto.

          (d) 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.

          (e) Every new Security of any series, together with its coupons, if
     any, issued pursuant to this Section in lieu of any mutilated, destroyed,
     lost or stolen Security, or in exchange for a Security to which a
     mutilated, destroyed, lost or stolen coupon appertains, shall constitute an
     original additional contractual obligation of the Company, whether or not
     the mutilated, destroyed, lost or stolen Security and its coupons, if any,
     or the mutilated, destroyed, lost or stolen coupon 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 and their coupons, if any, duly issued hereunder.

          (f) 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
     or coupons.


                                       33

<PAGE>

     Section 307. Payment of Interest; Interest Rights Preserved; Optional
     Interest Reset.

          (a) Except as otherwise specified with respect to a series of
     Securities in accordance with the provisions of Section 301, interest, if
     any, on any Registered Security that 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 at the office or agency of the Company maintained for such purpose
     pursuant to Section 1002; provided, that, each installment of interest, if
     any, on any Registered Security may at the Company's option be paid by (1)
     mailing a check for such interest, payable to or upon the written order of
     the Person entitled thereto pursuant to Section 309, to the address of such
     Person as it appears on the Security Register or (2) transfer to an account
     located in the United States maintained by the payee.

          (b) Unless otherwise provided as contemplated by Section 301 with
     respect to the Securities of any series, payment of interest, if any, may
     be made, in the case of a Bearer Security, by transfer to an account
     located outside the United States maintained by the payee.

          (c) Unless otherwise provided as contemplated by Section 301, every
     permanent global Security will provide that interest, if any, payable on
     any Interest Payment Date will be paid to each of Euroclear and Clearstream
     with respect to that portion of such permanent global Security held for its
     account by the Common Depository, for the purpose of permitting each of
     Euroclear and Clearstream to credit the interest, if any, received by it in
     respect of such permanent global Security to the accounts of the beneficial
     owners thereof.

          (d) In case a Bearer Security of any series is surrendered in exchange
     for a Registered Security of such series after the close of business (at an
     office or agency in a Place of Payment for such series) on any Regular
     Record Date and before the opening of business (at such office or agency)
     on the next succeeding Interest Payment Date, such Bearer Security shall be
     surrendered without the coupon relating to such Interest Payment Date and
     interest will not be payable on such Interest Payment Date in respect of
     the Registered Security issued in exchange for such Bearer Security, but
     will be payable only to the Holder of such coupon when due in accordance
     with the provisions of this Indenture.

          (e) Except as otherwise specified with respect to a series of
     Securities in accordance with the provisions of Section 301, any interest
     on any Registered Security of any series that 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
     registered Holder thereof 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) of
     this Subsection:

               (1) The Company may elect to make payment of any Defaulted
          Interest to the Persons in whose names the Registered Securities of
          such series (or


                                       34

<PAGE>

          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 Registered Security of such
          series and the date of the proposed payment (which shall not be less
          than 20 days after such notice is received by the Trustee), and at the
          same time the Company shall deposit with the Trustee an amount of
          money in the Currency in which the Securities of such series are
          payable (except as otherwise specified pursuant to Section 301 for the
          Securities of such series and except, if applicable, as provided in
          Sections 312(b), 312(d) and 312(e)) 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 on or
          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 the notice of the proposed
          payment. The Trustee shall promptly notify the Company of such Special
          Record Date and, in the name and at the expense of the Company, shall
          cause notice of the proposed payment of such Defaulted Interest and
          the Special Record Date therefor to be given in the manner provided in
          Section 106, 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 given, such Defaulted
          Interest shall be paid to the Persons in whose names the Registered
          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) of
          this Subsection. In case a Bearer Security of any series is
          surrendered at the office or agency in a Place of Payment for such
          series in exchange for a Registered Security of such series after the
          close of business at such office or agency on any Special Record Date
          and before the opening of business at such office or agency on the
          related proposed date for payment of Defaulted Interest, such Bearer
          Security shall be surrendered without the coupon relating to such
          proposed date of payment and Defaulted Interest will not be payable on
          such proposed date of payment in respect of the Registered Security
          issued in exchange for such Bearer Security, but will be payable only
          to the Holder of such coupon when due in accordance with the
          provisions of this Indenture.

               (2) The Company may make payment of any Defaulted Interest on the
          Registered 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.


                                       35

<PAGE>

          (f) The provisions of this Section 307(f) may be made applicable to
     any series of Securities pursuant to Section 301 (with such modifications,
     additions or substitutions as may be specified pursuant to such Section
     301). The interest rate (or the spread or spread multiplier used to
     calculate such interest rate, if applicable) on any Security of such series
     may be reset by the Company on the date or dates specified on the face of
     such Security (each an "Optional Reset Date"). The Company may exercise
     such option with respect to such Security by notifying the Trustee of such
     exercise at least 45 but not more than 60 days prior to an Optional Reset
     Date for such Security. Not later than 40 days prior to each Optional Reset
     Date, the Trustee shall transmit, in the manner provided for in Section
     106, to the Holder of any such Security a notice (the "Reset Notice")
     indicating whether the Company has elected to reset the interest rate (or
     the spread or spread multiplier used to calculate such interest rate, if
     applicable), and if so (1) such new interest rate (or such new spread or
     spread multiplier, if applicable) and (2) the provisions, if any, for
     redemption during the period from such Optional Reset Date to the next
     Optional Reset Date or if there is no such next Optional Reset Date, to the
     Stated Maturity of such Security (each such period a "Subsequent Interest
     Period"), including the date or dates on which or the period or periods
     during which and the price or prices at which such redemption may occur
     during the Subsequent Interest Period.

          (g) Notwithstanding the foregoing, not later than 20 days prior to the
     Optional Reset Date, the Company may, at its option, revoke the interest
     rate (or the spread or spread multiplier used to calculate such interest
     rate, if applicable) provided for in the Reset Notice and establish a
     higher interest rate (or a spread or spread multiplier providing for a
     higher interest rate, if applicable) for the Subsequent Interest Period by
     causing the Trustee to transmit, in the manner provided for in Section 106,
     notice of such higher interest rate (or such spread or spread multiplier
     providing for a higher interest rate, if applicable) to the Holder of such
     Security. Such notice shall be irrevocable. All Securities with respect to
     which the interest rate (or the spread or spread multiplier used to
     calculate such interest rate, if applicable) is reset on an Optional Reset
     Date, and with respect to which the Holders of such Securities have not
     tendered such Securities for repayment (or have validly revoked any such
     tender) pursuant to Section 307(h), will bear such higher interest rate (or
     such spread or spread multiplier providing for a higher interest rate, if
     applicable).

          (h) The Holder of any such Security may have the option to elect
     repayment by the Company of the principal of such Security on each Optional
     Reset Date at a price equal to the principal amount thereof plus interest
     accrued to such Optional Reset Date. In order to obtain repayment on an
     Optional Reset Date, the Holder must follow the procedures set forth in
     Article XIII for repayment at the option of Holders except that the period
     for delivery or notification to the Trustee shall be at least 25 but not
     more than 35 days prior to such Optional Reset Date and except that, if the
     Holder has tendered any Security for repayment pursuant to the Reset
     Notice, the Holder may, by written notice to the Trustee, revoke such
     tender or repayment until the close of business on the tenth day before
     such Optional Reset Date.

          (i) Subject to the foregoing provisions of this Section and Section
     305, each Security delivered under this Indenture upon registration of
     transfer of or in exchange for


                                       36

<PAGE>

     or in lieu of any other Security shall carry the rights to interest accrued
     and unpaid, and to accrue, which were carried by such other Security.

     Section 308. Optional Extension of Maturity.

          (a) The provisions of this Section 308 may be made applicable to any
     series of Securities pursuant to Section 301 (with such modifications,
     additions or substitutions as may be specified pursuant to such Section
     301). The Stated Maturity of any Security of such series may be extended at
     the option of the Company for the period or periods specified on the face
     of such Security (each an "Extension Period") up to but not beyond the date
     (the "Final Maturity") set forth on the face of such Security. The Company
     may exercise such option with respect to any Security by notifying the
     Trustee of such exercise at least 45 but not more than 60 days prior to the
     Stated Maturity of such Security in effect prior to the exercise of such
     option (the "Original Stated Maturity"). If the Company exercises such
     option, the Trustee shall transmit, in the manner provided for in Section
     106, to the Holder of such Security not later than 40 days prior to the
     Original Stated Maturity a notice (the "Extension Notice") indicating (i)
     the election of the Company to extend the Stated Maturity, (ii) the new
     Stated Maturity, (iii) the interest rate (or spread, spread multiplier or
     other formula used to calculate such interest rate, if applicable), if any,
     applicable to the Extension Period and (iv) the provisions, if any, for
     redemption during such Extension Period. Upon the Trustee's transmittal of
     the Extension Notice, the Stated Maturity of such Security shall be
     extended automatically and, except as modified by the Extension Notice and
     as described in Section 308(b), such Security will have the same terms as
     prior to the transmittal of such Extension Notice.

          (b) Notwithstanding the foregoing, not later than 20 days before the
     Original Stated Maturity of such Security, the Company may, at its option,
     revoke the interest rate (or spread, spread multiplier or other formula
     used to calculate such interest rate, if applicable) provided for in the
     Extension Notice and establish a higher interest rate (or spread, spread
     multiplier or other formula used to calculate such higher interest rate, if
     applicable) for the Extension Period by causing the Trustee to transmit, in
     the manner provided for in Section 106, notice of such higher interest rate
     (or spread, spread multiplier or other formula used to calculate such
     interest rate, if applicable) to the Holder of such Security. Such notice
     shall be irrevocable. All Securities with respect to which the Stated
     Maturity is extended will bear such higher interest rate.

          (c) If the Company extends the Stated Maturity of any Security, the
     Holder will have the option to elect repayment of such Security by the
     Company on the Original Stated Maturity at a price equal to the principal
     amount thereof, plus interest accrued to such date. In order to obtain
     repayment on the Original Stated Maturity once the Company has extended the
     Stated Maturity thereof, the Holder must follow the procedures set forth in
     Article XIII for repayment at the option of Holders, except that the period
     for delivery or notification to the Trustee shall be at least 25 but not
     more than 35 days prior to the Original Stated Maturity and except that, if
     the Holder has tendered any Security for repayment pursuant to an Extension
     Notice, the Holder may by written notice to the Trustee revoke such tender
     for repayment until the close of business on the tenth day before the
     Original Stated Maturity.


                                       37

<PAGE>

     Section 309. Persons Deemed Owners.

          (a) Prior to due presentment of a Registered 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 Registered Security is
     registered as the owner of such Registered Security for the purpose of
     receiving payment of principal of (and premium, if any) and (subject to
     Sections 305 and 307) interest, if any, on such Registered Security and for
     all other purposes whatsoever, whether or not such Registered Security be
     overdue, and none of the Company, the Trustee nor any agent of the Company,
     or the Trustee shall be affected by notice to the contrary.

          (b) Title to any Bearer Security and any coupons appertaining thereto
     shall pass by delivery. The Company, the Trustee and any agent of the
     Company, or the Trustee may treat the bearer of any Bearer Security and the
     bearer of any coupon as the absolute owner of such Security or coupon for
     the purpose of receiving payment thereof or on account thereof and for all
     other purposes whatsoever, whether or not such Security or coupon be
     overdue, and none of the Company, the Trustee nor any agent of the Company,
     or the Trustee shall be affected by notice to the contrary.

          (c) None of the Company, the Trustee, any Paying Agent or the Security
     Registrar will have any responsibility or liability for any aspect of the
     records relating to or payments made on account of beneficial ownership
     interests of a Security in global form or for maintaining, supervising or
     reviewing any records relating to such beneficial ownership interests.

          (d) Notwithstanding the foregoing, with respect to any global
     Security, nothing herein shall prevent the Company, the Trustee, or any
     agent of the Company, or the Trustee, from giving effect to any written
     certification, proxy or other authorization furnished by any depositary, as
     a Holder, with respect to such global Security or impair, as between such
     depositary and owners of beneficial interests in such global Security, the
     operation of customary practices governing the exercise of the rights of
     such depositary (or its nominee) as Holder of such global Security.

     Section 310. Cancellation.

          (a) All Securities and coupons surrendered for payment, redemption,
     repayment at the option of the Holder, 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 any such
     Securities and coupons and Securities and coupons surrendered directly to
     the Trustee for any such purpose 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. If the Company shall so acquire any of
     the Securities, however, such acquisition shall not operate as a redemption
     or


                                       38

<PAGE>

     satisfaction of the indebtedness represented by such Securities unless and
     until the same are surrendered to the Trustee for cancellation. 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. Cancelled Securities and coupons held by the
     Trustee shall be disposed of by the Trustee in its customary manner, unless
     by a Company Order the Company directs that cancelled Securities be
     returned to the Company.

     Section 311. Computation of Interest.

     Except as otherwise specified as contemplated by Section 301 with respect
to Securities of any series, interest, if any, on the Securities of each series
shall be computed on the basis of a 360-day year of twelve 30-day months.

     Section 312. Currency and Manner of Payments in Respect of Securities.

          (a) Unless otherwise specified with respect to any Securities pursuant
     to Section 301, with respect to Registered Securities of any series not
     permitting the election provided for in Subsection (b) of this Section or
     the Holders of which have not made the election provided for in Subsection
     (b) of this Section, and with respect to Bearer Securities of any series,
     except as provided in Subsection (d) of this Section, payment of the
     principal of (and premium, if any) and interest, if any, on any Registered
     or Bearer Security of such series will be made in the Currency in which
     such Registered Security or Bearer Security, as the case may be, is
     payable. The provisions of this Section 312 may be modified or superseded
     with respect to any Securities pursuant to Section 301.

          (b) It may be provided pursuant to Section 301 with respect to
     Registered Securities of any series that Holders shall have the option,
     subject to Subsection (d) and (e) of this Section, to receive payments of
     principal of (or premium, if any) or interest, if any, on such Registered
     Securities in any of the Currencies which may be designated for such
     election by delivering to the Trustee a written election with signature
     guarantees and in the applicable form established pursuant to Section 301,
     not later than the close of business on the Election Date immediately
     preceding the applicable payment date. If a Holder so elects to receive
     such payments in any such Currency, such election will remain in effect for
     such Holder or any transferee of such Holder until changed by such Holder
     or such transferee by written notice to the Trustee (but any such change
     must be made not later than the close of business on the Election Date
     immediately preceding the next payment date to be effective for the payment
     to be made on such payment date and no such change of election may be made
     with respect to payments to be made on any Registered Security of such
     series with respect to which an Event of Default has occurred or with
     respect to which the Company has deposited funds pursuant to Article IV or
     XIV or with respect to which a notice of redemption has been given by the
     Company or a notice of option to elect repayment has been sent by such
     Holder or such transferee). Any Holder of any such Registered Security who
     shall not have delivered any such election to the Trustee of such series of
     Registered Securities not later than the close of business on the
     applicable Election Date will be paid the amount due on the applicable
     payment date in the relevant Currency as provided in Subsection (a) of this
     Section. The Trustee shall


                                       39

<PAGE>

     notify the Exchange Rate Agent as soon as practicable after the Election
     Date of the aggregate principal amount of Registered Securities for which
     Holders have made such written election.

          (c) Unless otherwise specified pursuant to Section 301, if the
     election referred to in Subsection (b) of this Section has been provided
     for pursuant to Section 301, then, unless otherwise specified pursuant to
     Section 301, not later than the fourth Business Day after the Election Date
     for each payment date for Registered Securities of any series, the Exchange
     Rate Agent will deliver to the Company a written notice specifying the
     Currency in which Registered Securities of such series are payable, the
     respective aggregate amounts of principal of (and premium, if any) and
     interest, if any, on the Registered Securities to be paid on such payment
     date, specifying the amounts in such Currency so payable in respect of the
     Registered Securities as to which the Holders of Registered Securities of
     such Series shall have elected to be paid in another Currency as provided
     in Subsection (b) of this Section. If the election referred to in
     Subsection (b) of this Section has been provided for pursuant to Section
     301 and if at least one Holder has made such election, then, unless
     otherwise specified pursuant to Section 301, on the second Business Day
     preceding such payment date the Company will deliver to the Trustee for
     such series of Registered Securities an Exchange Rate Officer's Certificate
     in respect of the Dollar or Foreign Currency payments to be made on such
     payment date. Unless otherwise specified pursuant to Section 301, the
     Dollar or Foreign Currency amount receivable by Holders of Registered
     Securities who have elected payment in a Currency as provided in Subsection
     (b) of this Section shall be determined by the Company on the basis of the
     applicable Market Exchange Rate in effect on the second Business Day (the
     "Valuation Date") immediately preceding each payment date, and such
     determination shall be conclusive and binding for all purposes, absent
     manifest error.

          (d) If a Conversion Event occurs with respect to a Foreign Currency in
     which any of the Securities are denominated or payable other than pursuant
     to an election provided for pursuant to Subsection (b) of this Section,
     then with respect to each date for the payment of principal of (and
     premium, if any) and interest, if any on the applicable Securities
     denominated or payable in such Foreign Currency occurring after the last
     date on which such Foreign Currency was used (the "Conversion Date"), the
     Dollar shall be the currency of payment for use on each such payment date.
     Unless otherwise specified pursuant to Section 301, the Dollar amount to be
     paid by the Company to the Trustee and by such Trustee or any Paying Agent
     to the Holders of such Securities with respect to such payment date shall
     be, in the case of a Foreign Currency other than a currency unit, the
     Dollar Equivalent of the Foreign Currency or, in the case of a currency
     unit, the Dollar Equivalent of the Currency Unit, in each case as
     determined by the Exchange Rate Agent in the manner provided in Subsection
     (f) or (g) of this Section.

          (e) Unless otherwise specified pursuant to Section 301, if the Holder
     of a Registered Security denominated in any Currency shall have elected to
     be paid in another Currency as provided in Subsection (b) of this Section,
     and a Conversion Event occurs with respect to such elected Currency, such
     Holder shall receive payment in the Currency in which payment would have
     been made in the absence of such election; and if a Conversion Event occurs
     with respect to the Currency in which payment would have


                                       40

<PAGE>

     been made in the absence of such election, such Holder shall receive
     payment in Dollars as provided in Subsection (d) of this Section.

          (f) The "Dollar Equivalent of the Foreign Currency" shall be
     determined by the Exchange Rate Agent and shall be obtained for each
     subsequent payment date by converting the specified Foreign Currency into
     Dollars at the Market Exchange Rate on the Conversion Date.

          (g) The "Dollar Equivalent of the Currency Unit" shall be determined
     by the Exchange Rate Agent and subject to the provisions of Subsection (h)
     of this Section shall be the sum of each amount obtained by converting the
     Specified Amount of each Component Currency into Dollars at the Market
     Exchange Rate for such Component Currency on the Valuation Date with
     respect to each payment.

          (h) For purposes of this Section 312, the following terms shall have
     the following meanings:

     A "Component Currency" shall mean any currency which, on the Conversion
Date, was a component currency of the relevant currency unit, including, but not
limited to, the euro.

     A "Specified Amount" of a Component Currency shall mean the number of units
of such Component Currency or fractions thereof which were represented in the
relevant currency unit, including, but not limited to, the euro, on the
Conversion Date. If after the Conversion Date the official unit of any Component
Currency is altered by way of combination or subdivision, the Specified Amount
of such Component Currency shall be divided or multiplied in the same
proportion. If after the Conversion Date two or more Component Currencies are
consolidated into a single Currency, the respective Specified Amounts of such
Component Currencies shall be replaced by an amount in such single Currency
equal to the sum of the respective Specified Amounts of such consolidated
Component Currencies expressed in such single Currency, and such amount shall
thereafter be a Specified Amount and such single Currency shall thereafter be a
Component Currency. If after the Conversion Date any Component Currency shall be
divided into two or more currencies, the Specified Amount of such Component
Currency shall be replaced by amounts of such two or more currencies, having an
aggregate Dollar Equivalent value at the Market Exchange Rate on the date of
such replacement equal to the Dollar Equivalent of the Specified Amount of such
former Component Currency at the Market Exchange Rate immediately before such
division, and such amounts shall thereafter be Specified Amounts and such
currencies shall thereafter be Component Currencies. If, after the Conversion
Date of the relevant currency unit, including, but not limited to, the euro, a
Conversion Event (other than any event referred to above in this definition of
"Specified Amount") occurs with respect to any Component Currency of such
currency unit and is continuing on the applicable Valuation Date, the Specified
Amount of such Component Currency shall, for purposes of calculating the Dollar
Equivalent of the Currency Unit, be converted into Dollars at the Market
Exchange Rate in effect on the Conversion Date of such Component Currency.

     "Election Date" shall mean the Regular Record Date for the applicable
series of Registered Securities or at least 16 days prior to Maturity, as the
case may be, or such other prior


                                       41

<PAGE>

date for any series of Registered Securities as specified pursuant to clause 13
of Section 301 by which the written election referred to in Section 312(b) may
be made.

          (i) All decisions and determinations of the Exchange Rate Agent
     regarding the Dollar Equivalent of the Foreign Currency, the Dollar
     Equivalent of the Currency Unit, the Market Exchange Rate and changes in
     the Specified Amounts as specified above shall be in its sole discretion
     and shall, in the absence of manifest error, be conclusive for all purposes
     and irrevocably binding upon the Company, the Trustee and all Holders of
     such Securities denominated or payable in the relevant Currency. The
     Exchange Rate Agent shall promptly give written notice to the Company and
     the Trustee of any such decision or determination.

          (j) In the event that the Company determines in good faith that a
     Conversion Event has occurred with respect to a Foreign Currency, the
     Company will immediately give written notice thereof to the Trustee and to
     the Exchange Rate Agent (and such Trustee will promptly thereafter give
     notice in the manner provided for in Section 106 to the affected Holders)
     specifying the Conversion Date. In the event the Company so determines that
     a Conversion Event has occurred with respect to the euro or any other
     currency unit in which Securities are denominated or payable, the Company
     will immediately give written notice thereof to the Trustee and to the
     Exchange Rate Agent (and such Trustee will promptly thereafter give notice
     in the manner provided in Section 106 to the affected Holders) specifying
     the Conversion Date and the Specified Amount of each Component Currency on
     the Conversion Date. In the event the Company determines in good faith that
     any subsequent change in any Component Currency as set forth in the
     definition of Specified Amount above has occurred, the Company will
     similarly give written notice to the Trustee and the Exchange Rate Agent.

          (k) The Trustee of the appropriate series of Securities shall be fully
     justified and protected in conclusively relying and acting upon information
     received by it from the Company and the Exchange Rate Agent and shall not
     otherwise have any duty or obligation to determine the accuracy or validity
     of such information independent of the Company or the Exchange Rate Agent.

     Section 313. Appointment and Resignation of Successor Exchange Rate Agent.

          (a) Unless otherwise specified pursuant to Section 301, if and so long
     as the Securities of any series (1) are denominated in a Foreign Currency
     or (2) may be payable in a Foreign Currency, or so long as it is required
     under any other provision of this Indenture, then the Company will maintain
     with respect to each such series of Securities, or as so required, at least
     one Exchange Rate Agent. The Company will cause the Exchange Rate Agent to
     make the necessary foreign exchange determinations at the time and in the
     manner specified pursuant to Section 301 for the purpose of determining the
     applicable rate of exchange and, if applicable, for the purpose of
     converting the issued Foreign Currency into the applicable payment Currency
     for the payment of principal (and premium, if any) and interest, if any,
     pursuant to Section 312.


                                       42

<PAGE>

          (b) No resignation of the Exchange Rate Agent and no appointment of a
     successor Exchange Rate Agent pursuant to this Section shall become
     effective until the acceptance of appointment by the successor Exchange
     Rate Agent as evidenced by a written instrument delivered to the Company
     and the Trustee of the appropriate series of Securities accepting such
     appointment executed by the successor Exchange Rate Agent.

          (c) If the Exchange Rate Agent shall resign, be removed or become
     incapable of acting, or if a vacancy shall occur in the office of the
     Exchange Rate Agent for any cause, with respect to the Securities of one or
     more series, the Company, by or pursuant to a Board Resolution, shall
     promptly appoint a successor Exchange Rate Agent or Exchange Rate Agents
     with respect to the Securities of that or those series (it being understood
     that any such successor Exchange Rate Agent may be appointed with respect
     to the Securities of one or more or all of such series and that, unless
     otherwise specified pursuant to Section 301, at any time there shall only
     be one Exchange Rate Agent with respect to the Securities of any particular
     series that are originally issued by the Company on the same date and that
     are initially denominated and/or payable in the same Currency).

     Section 314. CUSIP Numbers.

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

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

     Section 401. 401. Satisfaction and Discharge of Indenture.

          (a) Unless otherwise specified pursuant to Section 301, this Indenture
     shall upon Company Request cease to be of further effect with respect to
     any series of Securities specified in such Company Request (except as to
     any surviving rights of registration of transfer or exchange of Securities
     of such series expressly provided for herein or pursuant hereto and any
     right to receive Additional Amounts, as provided in Section 1005), and the
     Trustee, upon receipt of a Company Order, and at the expense of the
     Company, shall execute proper instruments acknowledging satisfaction and
     discharge of this Indenture as to such series when

               (1) either

                    (i) all Securities of such series theretofore authenticated
               and delivered and all coupons, if any, appertaining thereto
               (other than (A) coupons appertaining to Bearer Securities
               surrendered for exchange for


                                       43

<PAGE>

               Registered Securities and maturing after such exchange, whose
               surrender is not required or has been waived as provided in
               Section 305, (B) Securities and coupons of such series which have
               been destroyed, lost or stolen and which have been replaced or
               paid as provided in Section 306, (C) coupons appertaining to
               Securities called for redemption and maturing after the relevant
               Redemption Date, whose surrender has been waived as provided in
               Section 1106, and (D) Securities and coupons of such series for
               whose payment money has theretofore been deposited with the
               Trustee or any Paying Agent in trust or segregated and held in
               trust by the Company and thereafter repaid to the Company or
               discharged from such trust, as provided in Section 1003) have
               been delivered to the Trustee for cancellation; or

                    (ii) all Securities of such series and, in the case of
               subclause (A) or (B) of this clause (ii), any coupons
               appertaining thereto not theretofore delivered to the Trustee for
               cancellation

                         (A) have become due and payable, or

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

                         (C) if redeemable at the option of the Company, 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 subclause
                    (A), (B) or (C) of this clause (ii), has irrevocably
                    deposited or caused to be deposited with the Trustee as
                    trust funds in trust for such purpose an amount in the
                    Currency in which the Securities of such series are payable,
                    sufficient to pay and discharge the entire indebtedness on
                    such Securities and such coupons not theretofore delivered
                    to the Trustee for cancellation, including the principal
                    (and premium, if any) and interest, if any, 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 as to such series have been complied
          with.

          (b) Notwithstanding the satisfaction and discharge of this Indenture,
     the obligations of the Company to the Trustee and any predecessor Trustee
     under Section


                                       44

<PAGE>

     606, the obligations of the Company to any Authenticating Agent under
     Section 611 if money shall have been deposited with the Trustee pursuant to
     clause (1) of Section 401(a), the obligations of the Trustee under Section
     402 and Section 1003(d) and the obligations of the Company and the Trustee
     with respect to Securities of such series under Sections 305, 306, 1002 and
     1005, with respect to the payment of Additional Amounts, if any, with
     respect to any rights of Holders to require the Company to repay such
     Securities as contemplated by Section 1301 and with respect to any rights
     of Holders to convert or exchange such Securities into other Securities,
     shall survive such satisfaction and discharge. These obligations shall
     continue to be governed and construed in accordance with Section 111.

     Section 402. Application of Trust Funds.

     Subject to the provisions of Section 1003(d), 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, the coupons and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest, if any, for whose payment such money has been deposited with
or received by the Trustee, but such money need not be segregated from other
funds except to the extent required by law.

                                   ARTICLE V

                                    REMEDIES

     Section 501. Events of Default.

          (a) "Event of Default", wherever used herein with respect to any
     particular series of Securities, means any one of the following events as
     such events may be otherwise amended in accordance with Section 301
     (whatever the reason for such Event of Default and whether or not 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, or any
          Additional Amount payable in respect of, any Security of that series
          or of any coupon appertaining thereto, when such interest or coupon
          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 premium, if
          any, on) any Security of that series at its Maturity; or

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

               (4) default in the performance, or breach, of any covenant or
          agreement of the Company in this Indenture with respect to any
          Security of that series (other than a covenant or agreement a default
          in whose performance or


                                       45

<PAGE>

          whose breach is elsewhere in this Section specifically dealt with),
          and continuance of such default or breach for a period of 60 days
          after there has been given, by registered or certified mail, to the
          Company by the Trustee or to the Company and the Trustee by the
          Holders of at least 25% in principal amount of the Outstanding
          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 Company pursuant to or within the meaning of any
          Bankruptcy Law:

                    (i) commences a voluntary case or proceedings,

                    (ii) consents to the entry of an order for relief against it
               in an involuntary case or proceedings,

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

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

                    (v) issues a public announcement admitting its inability to
               pay its debts generally as they become due; or

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

                    (i) is for relief against the Company in an involuntary
               case,

                    (ii) appoints a Custodian of the Company or for all or
               substantially all of its property, or

                    (iii) orders the winding-up or liquidation of the Company,

                    (iv) and the order or decree remains unstayed and in effect
               for 90 days; or

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

          (b) The term "Bankruptcy Law" means title 11, U.S. Code, as amended
     from time to time, or any similar foreign, Federal or State law for the
     relief of debtors. The term "Custodian" means any custodian, receiver,
     trustee, assignee, liquidator or other similar official under any
     Bankruptcy Law.


                                       46
<PAGE>

     Section 502. Acceleration of Maturity; Rescission and Annulment.

          (a) If an Event of Default (other than an Event of Default specified
     in clauses (5) and (6) of Section 501(a) with respect to the Company) with
     respect to Securities of any series at the time Outstanding occurs and is
     continuing, then and 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 (or, if any Securities are Original Issue
     Discount Securities or Indexed Securities, such portion of the principal
     amount as may be specified in the terms of that series) plus accrued and
     unpaid interest of all the Securities of that series to be due and payable
     immediately, by a notice in writing to the Company (and to the Trustee if
     given by the Holders), and upon any such declaration such principal amount
     plus accrued and unpaid interests or specified portion thereof shall become
     immediately due and payable. If an Event of Default specified in clauses
     (5) and (6) of Section 501(a) with respect to the Company occurs, the
     amounts described above with respect to the Outstanding Securities of all
     series shall ipso facto become and be immediately due and payable without
     any declaration or other act on the part of the Trustee or any Holder. Upon
     payment of such principal and interest, all of the Company's obligations
     under the Securities of such Series and this Indenture, other than
     obligations under Section 606, shall terminate.

          (b) 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 provided in this Article, 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 in cash to pay all principal, interest and Additional
          Amounts which have become due other than by such declaration of
          acceleration, interest or any such overdue amounts, and amounts owing
          the Trustee;

               (2) all Events of Default with respect to Securities of that
          series, other than the nonpayment of the principal of (or premium, if
          any) or interest on Securities of that series which have become due
          solely by such declaration of acceleration, have been cured or waived
          as provided in Section 514; and

               (3) such rescission would not conflict with any judgment or
          decree of a court of competent jurisdiction.

     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.

          (a) The Company covenants that if:


                                       47

<PAGE>

               (1) default is made in the payment of any installment of interest
          or Additional Amounts on any Security of any series and any related
          coupon when such interest or Additional Amounts 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 of any series at its Maturity,

then the Company will, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of Securities of such series and coupons, the whole
amount then due and payable on such Securities and coupons for principal (and
premium, if any) and interest, if any, with interest upon any overdue principal
(and premium, if any) and, to the extent that payment of such interest shall be
legally enforceable, upon any overdue installments of interest, if any, at the
rate or rates borne by or provided for 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.

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

          (c) 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 and any related coupons by such appropriate judicial
     proceedings as the Trustee shall deem necessary 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.

     Section 504. Trustee May File Proofs of Claim.

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

               (1) to file and prove a claim for the whole amount of principal
          and premium, if any, or in the case of Original Issue Discount
          Securities or Indexed


                                       48

<PAGE>

          Securities, such portion of the principal as may be provided for in
          the terms thereof and premium, if any, and interest, if any, owing and
          unpaid in respect of the Securities and to file such other papers or
          documents as may be necessary or advisable in order to have the claims
          of the Trustee (including any claim for the reasonable compensation,
          expenses, disbursements and advances of the Trustee, its agents and
          counsel) and of the Holders allowed in such judicial proceeding, and

               (2) 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 to 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 606.

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

     Section 505. Trustee May Enforce Claims Without Possession of Securities or
Coupons.

     All rights of action and claims under this Indenture or the Securities or
coupons may be prosecuted and enforced by the Trustee without the possession of
any of the Securities or coupons 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 and coupons 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 premium,
if any) or interest, if any, upon presentation of the Securities or coupons, or
both, as the case may be, 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 and any
     predecessor Trustee under Section 606;


                                       49

<PAGE>

          SECOND: To the payment of the amounts then due and unpaid upon the
     Securities and coupons for principal (and premium, if any) and interest, if
     any, 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 aggregate amounts due and payable on such Securities and coupons for
     principal (and premium, if any) and interest, if any, respectively; and

          THIRD: To the payment of the remainder, if any, to the Company.

     Section 507. Limitation on Suits.

     No Holder of any Security of any series or any related coupon 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:

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

          (b) 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;

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

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

          (e) 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 such
Holders.

     Section 508. Unconditional Right of Holders to Receive Principal, Premium
and Interest and Additional Amounts, if Any.

     Notwithstanding any other provision in this Indenture, the Holder of any
Security or coupon shall have the right which is absolute and unconditional to
receive payment of the principal of (and premium, if any) and (subject to
Sections 305 and 307) interest, if any, and Additional Amounts, if any, on such
Security or payment of such coupon on the respective due dates expressed in such
Security or coupon (or, in the case of redemption, on the Redemption


                                       50

<PAGE>

Date) and to institute suit for the enforcement of any such payment, and such
rights shall not be impaired without the consent of such Holder.

     Section 509. Restoration of Rights and Remedies.

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

     Section 510. Rights and Remedies Cumulative.

     Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities or coupons in the last paragraph
of Section 306(f), no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders of Securities or coupons 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 Security or
coupon 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 of
Securities or coupons, as the case may be.

     Section 512. Control by Holders of Securities.

     With respect to any series, the Holders of not less than a majority in
principal amount of the Outstanding Securities of such 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

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

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


                                       51

<PAGE>

          (c) the Trustee need not take any action which might involve it in
     personal liability or be unjustly prejudicial to the Holders of Securities
     of such series not consenting.

     Section 513. Undertaking for Costs.

     All parties to this Indenture agree that in any suit for the enforcement of
any right or remedy under this Indenture or in any suit against the Trustee for
any action taken or omitted by it as a Trustee, a court in its discretion may
require the filing by any party litigant in the suit of an undertaking to pay
the costs of the suit, and the court in its discretion may assess reasonable
costs, including reasonable attorney's fees and expenses, against any party
litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant, provided that this Section 513
shall not apply to a suit by the Trustee, a suit by a Holder pursuant to Section
508 hereof, or a suit by Holders of more than 10% in principal amount of the
then Outstanding Securities.

     Section 514. Waiver of Past Defaults.

          (a) 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 and any related coupons waive any past
     default hereunder with respect to such series and its consequences, except
     a default

               (1) in the payment of the principal of (or premium, if any) or
          interest, if any, or Additional Amounts on any Security of such series
          or any related coupons, or

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

          (b) 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 Event of Default or impair any right
     consequent thereon.

     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 stay or extension law or any usury or
other 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.


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<PAGE>

                                   ARTICLE VI

                                   THE TRUSTEE

     Section 601. Notice of Defaults.

     Within five days after the earlier of receipt from the Company of notice of
the occurrence of a Default or Event of Default hereunder or the date such
occurrence hereunder actually becomes known to a Responsible Officer of the
Trustee, the Trustee shall transmit to all Holders of Securities of such series,
in the manner and to the extent provided in TIA Section 313(c), notice of such
Default hereunder known to the Trustee, unless such Default shall have been
cured or waived; provided, that, except in the case of a Default in the payment
of the principal of (or premium, if any) or interest, if any, on any Security of
such series, or in the payment of any sinking or purchase fund installment with
respect to the Securities of such series, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee or a trust committee of directors and/or Responsible Officers of the
Trustee in good faith determines that the withholding of such notice is in the
interests of the Holders of the Securities and coupons of such series; and
provided further that in the case of any Default or breach of the character
specified in clause (4) of Section 501(a) with respect to the Securities and
coupons of such series, no such notice to Holders shall be given until at least
60 days after the occurrence thereof unless otherwise specified in accordance
with Section 301.

     Section 602. Certain Rights of Trustee.

          (a) Subject to the provisions of TIA Sections 315(a) through 315(d):

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

               (2) The Trustee may conclusively rely and shall be protected in
          acting or refraining from acting upon any resolution, certificate,
          statement, instrument, opinion, report, notice, request, direction,
          consent, order, bond, debenture, note, coupon or other paper or
          document (whether in its original or facsimile form) believed by it to
          be genuine and to have been signed or presented by the proper party or
          parties.

               (3) Any request or direction of the Company mentioned herein
          shall be sufficiently evidenced by a Company Request or Company Order
          (other than delivery of any Security, together with any coupons
          appertaining thereto, to the Trustee for authentication and delivery
          pursuant to Section 303 which shall be sufficiently evidenced as
          provided therein) and any resolution of the Board of Directors may be
          sufficiently evidenced by a Board Resolution.

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


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<PAGE>

               (5) 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 a majority in principal amount of the
          Outstanding Securities of any series, determined as provided in
          Sections 101 and 104.

               (6) 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 a Board Resolution, an
          Opinion of Counsel or an Officers' Certificate.

               (7) The Trustee may consult with counsel of its choosing 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.

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

               (9) 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, coupon or other paper or document, but
          the Trustee, in its discretion, may make such further inquiry or
          investigation into such facts or matters as it may see fit, and, if
          the Trustee shall determine to make such further inquiry or
          investigation, it shall be entitled to examine the books, records and
          premises of the Company, personally or by agent or attorney but in the
          case of any certificate or opinion specifically required by the
          Indenture to be delivered to the Trustee, the Trustee shall have a
          duty to examine the same to determine whether they conform to the
          Indenture requirements.

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

               (11) The Trustee shall not be liable for any action taken,
          suffered or omitted by it in good faith and believed by it to be
          authorized or within the discretion or rights or powers conferred upon
          it by this Indenture other than any liabilities arising out of the
          negligence of the Trustee.


                                       54

<PAGE>

               (12) The rights, privileges, protections, immunities and benefits
          given to the Trustee, including, without limitation, its right to be
          indemnified, are extended to, and shall be enforceable by, the Trustee
          in each of its capacities hereunder, and to each agent, custodian and
          other Person employed to act hereunder.

               (13) The Trustee may request that the Company deliver an
          Officers' Certificate setting forth the names of individuals and/or
          titles of officers authorized at such time to take specified actions
          pursuant to this Indenture, which Officers' Certificate may be signed
          by any person authorized to sign an Officers' Certificate, including
          any person specified as so authorized in any such certificate
          previously delivered and not superseded.

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

     Section 603. Not Responsible for Recitals or Issuance of Securities.

     The recitals contained herein and in the Securities, except the Trustee's
certificate of authentication, and in any coupons 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 or coupons, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder and that the statements made by it in a
Statement of Eligibility on Form T-1 supplied to the Company are true and
accurate, subject to the qualifications set forth therein. 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 604. May Hold Securities.

     The Trustee, any Paying Agent, Security Registrar, Authenticating Agent or
any other agent of the Company in its individual or any other capacity, may
become the owner or pledgee of Securities and coupons and, subject to TIA
Sections 310(b) and 311, may otherwise deal with the Company with the same
rights it would have if it were not Trustee, Paying Agent, Security Registrar,
Authenticating Agent or such other agent.

     Section 605. 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.


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<PAGE>

     Section 606. Compensation and Reimbursement.

          (a) The Company agrees:

               (1) to pay to the Trustee from time to time such compensation for
          all services rendered by it hereunder as shall be agreed upon in
          writing from time to time (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
          each of the Trustee and any predecessor 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 shall be determined to have been caused by
          its own negligence or willful misconduct; and

               (3) to indemnify each of the Trustee and any predecessor Trustee
          for, and to hold it harmless against, any and all loss, damage,
          claims, liability or expense incurred without negligence or bad faith
          on its own 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 (whether
          asserted by the Company or any Holder or any other Person) or
          liability in connection with the exercise or performance of any of its
          powers or duties hereunder.

          (b) As security for the performance of the obligations of the Company
     under this Section, the Trustee shall have a claim prior to the Securities
     upon all property and funds held or collected by the Trustee as such,
     except funds held in trust for the payment of principal of (or premium, if
     any) or interest, if any, on particular Securities or any coupons.

          (c) When the Trustee incurs expenses or renders services after an
     Event of Default specified in clause (5) or (6) of Section 501(a) occurs,
     the expenses and compensation for the services are intended to constitute
     expenses of administration under any Bankruptcy Law.

     Section 607. Corporate Trustee Required; Eligibility.

     There shall at all times be a Trustee hereunder which shall be eligible to
act as Trustee under TIA Section 310(a)(1) and shall have a combined capital and
surplus of at least $50,000,000. If such corporation publishes reports of
condition at least annually, pursuant to law or the requirements of Federal,
State, Territorial or District of Columbia supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. If at any time the Trustee
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.


                                       56

<PAGE>

     Section 608. Resignation and Removal; Appointment of Successor.

          (a) No resignation or removal of the Trustee and no appointment of a
     successor Trustee pursuant to this Article shall become effective until the
     acceptance of appointment by the successor Trustee in accordance with the
     applicable requirements of Section 609.

          (b) The Trustee may resign at any time with respect to the Securities
     of one or more series by giving written notice thereof to the Company.

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

          (d) If at any time:

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

               (2) the Trustee shall cease to be eligible under Section 607 and
          shall fail to resign after written request therefor by the Company or
          by any Holder of a Security who has been a bona fide Holder of a
          Security for at least six months, or

               (3) the Trustee shall become incapable of acting or shall be
          adjudged a bankrupt or insolvent or a receiver of the Trustee or of
          its property shall be appointed or any public officer shall take
          charge or control of the Trustee or of its property or affairs for the
          purpose of rehabilitation, conservation or liquidation, then, in any
          such case, (i) the Company by or pursuant to a Board Resolution may
          remove the Trustee and appoint a successor Trustee with respect to all
          Securities, or (ii) subject to TIA Section 315(e), any Holder of a
          Security 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.

          (e) If an instrument of acceptance by a successor Trustee shall not
     have been delivered to the Trustee within 30 days after the giving of a
     notice of resignation or the delivery of an Act of removal, the Trustee
     resigning or being removed or any Holder who has been a bona fide Holder of
     Securities for at least six months, may petition at the expense of the
     Company any court of competent jurisdiction for the appointment of a
     successor Trustee.

          (f) 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 or
     pursuant to 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


                                       57

<PAGE>

     to the Securities of one or more or all of such series and that at any
     time, except as provided in Section 613, there shall be only one Trustee
     with respect to the Securities of any particular series). If, within one
     year after such resignation, removal or incapability, or the occurrence of
     such vacancy, a successor Trustee with respect to the Securities of any
     series shall be appointed by Act of the Holders of a majority in principal
     amount of the Outstanding Securities of such series delivered to the
     Company and the retiring Trustee, the successor Trustee so appointed shall,
     forthwith upon its acceptance of such appointment, 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 of Securities and accepted
     appointment in the manner hereinafter provided, any Holder of a Security
     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 Securities of such series.

          (g) 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 in the manner provided for notices to the Holders of Securities 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 609. Acceptance of Appointment by Successor.

          (a) In case of the appointment hereunder of a successor Trustee with
     respect to all Securities, every such successor Trustee shall execute,
     acknowledge and deliver to the Company and to the retiring Trustee an
     instrument accepting such appointment, and thereupon the resignation or
     removal of the retiring Trustee shall become effective and such successor
     Trustee, without any further act, deed or conveyance, shall become vested
     with all the rights, powers, trusts and duties of the retiring Trustee;
     but, on request of the Company or the successor Trustee, such retiring
     Trustee shall, upon payment of its charges, execute and deliver an
     instrument transferring to such successor Trustee all the rights, powers
     and trusts of the retiring Trustee, and shall duly assign, transfer and
     deliver to such successor Trustee all property and money held by such
     retiring Trustee hereunder, subject nevertheless to its claim, if any,
     provided for in Section 606.

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

               (1) shall contain such provisions as shall be necessary or
          desirable to transfer and confirm to, and to vest in, each successor
          Trustee all the rights, powers, trusts and duties of the retiring
          Trustee with respect to the Securities of that or those series to
          which the appointment of such successor Trustee relates,


                                       58

<PAGE>

               (2) if the retiring Trustee is not retiring with respect to all
          Securities, shall contain such provisions as shall be deemed necessary
          or desirable to confirm that all the rights, powers, trusts and duties
          of the retiring Trustee with respect to the Securities of that or
          those series as to which the retiring Trustee is not retiring shall
          continue to be vested in the retiring Trustee, and

               (3) shall add to or change any of the provisions of this
          Indenture as shall be necessary to provide for or facilitate the
          administration of the trusts hereunder by more than one Trustee, it
          being understood that nothing herein or in such supplemental indenture
          shall constitute such Trustees co-trustees of the same trust and that
          each such Trustee shall be trustee of a trust or trusts hereunder
          separate and apart from any trust or trusts hereunder administered by
          any other such Trustee; and upon the execution and delivery of such
          supplemental indenture the resignation or removal of the retiring
          Trustee shall become effective to the extent provided therein and each
          such successor Trustee, without any further act, deed or conveyance,
          shall become vested with all the rights, powers, trusts and duties of
          the retiring Trustee with respect to the Securities of that or those
          series to which the appointment of such successor Trustee relates;
          but, on request of the Company or any successor Trustee, such retiring
          Trustee shall duly assign, transfer and deliver to such successor
          Trustee all property and money held by such retiring Trustee hereunder
          with respect to the Securities of that or those series to which the
          appointment of such successor Trustee relates.

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

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

     Section 610. Merger, Conversion, Consolidation or Succession to Business.

     Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided 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 or coupons 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 or coupons so
authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities or coupons. In case any Securities or coupons
shall not have been authenticated by such predecessor Trustee, any such
successor Trustee may authenticate and deliver such Securities or coupons, in
either its own name or that of its predecessor Trustee, with the full force and
effect which this Indenture provides for the certificate of authentication of
the Trustee.


                                       59

<PAGE>

     Section 611. Appointment of Authenticating Agent.

          (a) At any time when any of the Securities remain Outstanding, 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 authenticate Securities of such series issued upon exchange,
     registration of transfer or partial redemption thereof, and Securities so
     authenticated shall be entitled to the benefits of this Indenture and shall
     be valid and obligatory for all purposes as if authenticated by the Trustee
     hereunder. Any such appointment shall be evidenced by an instrument in
     writing signed by a Responsible Officer of the Trustee, a copy of which
     instrument shall be promptly furnished to the Company. 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 reasonably acceptable to the
     Company and, except as may otherwise be provided pursuant to Section 301,
     shall at all times be a bank or trust company or corporation organized and
     doing business and in good standing under the laws of the United States of
     America or of any State 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 authorities. If such Authenticating Agent publishes
     reports of condition at least annually, pursuant to law or the requirements
     of the aforesaid 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. In case 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.

          (b) 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 further act on the part of the Trustee or the
     Authenticating Agent.

          (c) An Authenticating Agent for any series of Securities may at any
     time resign by giving written notice of resignation to the Trustee for such
     series and to the Company. The Trustee for any series of Securities may at
     any time terminate the agency of an Authenticating Agent by giving written
     notice of termination 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 for such series
     may appoint a successor Authenticating Agent which shall be acceptable to
     the Company and shall give notice of such appointment to all Holders of
     Securities of the series with respect to which


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<PAGE>

     such Authenticating Agent will serve in the manner set forth in Section
     106. 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 herein. No successor Authenticating Agent shall be
     appointed unless eligible under the provisions of this Section.

          (d) The Company agrees to pay to each Authenticating Agent from time
     to time reasonable compensation including reimbursement of its reasonable
     expenses for its services under this Section.

          (e) 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 or in lieu of the Trustee's certificate of
     authentication, an alternate certificate of authentication substantially in
     the following form:

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

                                        [                                      ]
                                         --------------------------------------
                                        as Trustee


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


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

     Section 612. Conflicting Interests.

     The Trustee shall comply with the provisions of Section 310(b) of the Trust
Indenture Act.

     Section 613. Appointment of Co-Trustee.

          (a) For the purpose of meeting any legal requirements of any
     jurisdiction in which the Company may at the time be located in connection
     with the enforcement of any right or the taking of any action on behalf of
     the Holders of any Securities issued hereunder, the Trustee shall have the
     power and may execute and deliver all instruments necessary to appoint one
     or more Persons to act as a co-trustee or co-trustees, or separate trustee
     or separate trustees, such powers, duties, obligations, rights and trusts
     as the Trustee may consider necessary or desirable. Each co-trustee or
     separate trustee hereunder shall be required to meet the terms of
     eligibility as a trustee under Section 607. The Trustee shall promptly
     notify the Holders and the Company of the appointment of a co-trustee or
     separate trustee under this section.

          (b) Every separate trustee and co-trustee shall, to the extent
     permitted by law, be appointed and act subject to the following provisions
     and conditions:


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<PAGE>

               (1) all rights, powers, duties and obligations conferred or
          imposed upon the Trustee shall be conferred or imposed upon and
          exercised or performed by the Trustee and such separate trustee or
          co-trustee jointly (it being understood that such separate trustee or
          co-trustee is not authorized to act separately without the Trustee
          joining in such act), except to the extent that under any law of any
          jurisdiction in which any particular act or acts are to be performed
          the Trustee shall be incompetent or unqualified to perform such act or
          acts, in which event such rights, powers, duties and obligations shall
          be exercised and performed singly by such separate trustee or
          co-trustee, but solely at the direction of the Trustee;

               (2) no trustee hereunder shall be personally liable by reason of
          any act or omission of any other trustee hereunder;

               (3) the Trustee may at any time accept the resignation of or
          remove any separate trustee or co-trustee;

               (4) any notice, request or other writing given to the Trustee
          shall be deemed to have been given to each of the then separate
          trustees and co-trustees, as effectively as if given to each of them.
          Every instrument appointing any separate trustee or co-trustee shall
          refer to this Indenture and the conditions of this Article VI. Each
          separate trustee and co-trustee, upon its acceptance of the trusts
          conferred, shall be vested with the estates or property specified in
          its instrument of appointment, either jointly with the Trustee or
          separately, as may be provided therein, subject to all the provisions
          of this Indenture, specifically including every provision of this
          Indenture relating to the conduct of, affecting the liability of, or
          affording protection or rights (including the rights to compensation,
          reimbursement and indemnification hereunder) to, the Trustee. Every
          such instrument shall be filed with the Trustee; and

               (5) any separate trustee or co-trustee may at any time constitute
          the Trustee its agent or attorney-in-fact with full power and
          authority, to the extent not prohibited by law, to do any lawful act
          under or in respect of this Indenture on its behalf and in its name
          for the purposes of enforcing any rights or taking any other action on
          behalf of the Holders of any Securities issued hereunder.

     Section 614. 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 and
shall take all actions necessary to comply with the provisions of the Trust
Indenture Act regarding the collection of claims against the Company (or any
such other obligor).

     Section 615. Trustee's Application for Instructions from the Company.

     Any application by the Trustee for written instructions from the Company
may, at the option of the Trustee, set forth in writing any action proposed to
be taken or omitted by the Trustee under this Indenture and the date on and/or
after which such action shall be taken or such


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<PAGE>

omission shall be effective. The Trustee shall not be liable for any action
taken by, or omission of, the Trustee in accordance with a proposal included in
such application on or after the date specified in such application (which date
shall not be less than five Business Days after the date any officer of the
Company actually receives such application, unless any such officer shall have
consented in writing to any earlier date) unless prior to taking any such action
(or the effective date in the case of an omission), the Trustee shall have
received written instructions in response to such application specifying the
action to be taken or omitted.

                                   ARTICLE VII

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

     Section 701. Disclosure of Names and Addresses of Holders.

          (a) The Company will furnish or cause to be furnished to the Trustee:

               (1) semiannually, not later than 15 days after each Regular
          Record Date for Securities of each series at the time Outstanding, a
          list in such form as the Trustee may reasonably require, of the names
          and addresses of the Holders of Registered Securities as of such
          Regular Record Date, or if there is no Regular Record Date for
          interest for such series of Securities, semiannually, upon such dates
          as are set forth in the Board Resolution, Officers' Certificates
          indenture supplemental hereto authorizing such series, 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; provided, that, so long as
          the Trustee is the Security Registrar, no such list shall be required
          to be furnished.

          (b) 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.

          (c) The rights of the 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.

          (d) Every Holder of Securities or coupons, by receiving and holding
     the same, agrees with the Company and the Trustee that neither the Company
     nor the Trustee nor any Authenticating Agent nor any Paying Agent nor any
     Security Registrar shall be held accountable by reason of the disclosure of
     any information as to the names and addresses of the Holders of Securities
     in accordance with TIA Section 312, regardless of the source from which
     such information was derived, and that the Trustee shall not be held


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<PAGE>

     accountable by reason of mailing any material pursuant to a request made
     under TIA Section 312(b).

     Section 702. Reports by Trustee.

     Within 60 days after May 15 of each year commencing with the first May 15
after the first issuance of Securities pursuant to this Indenture, the Trustee
shall transmit by mail to all Holders of Securities as provided in TIA Section
313(c) a brief report dated as of such May 15 if required by TIA Section 313(a).
A copy of each such report shall, at the time of such transmission to Holders,
be filed by the Trustee with each stock exchange, if any, upon which the
Securities are listed, with the Commission and with the Company. The Company
will promptly notify the Trustee of the listing or de-listing of the Securities
on any stock exchange.

     Section 703. Reports by Company.

          (a) The Company will:

               (1) file with the Trustee, within 15 days after the Company is
          required to file the same with the Commission, copies of the annual
          reports and of the information, documents, and other reports (or
          copies of such portions of any of the foregoing as the Commission may
          from time to time by rules and regulations prescribe) which the
          Company may be required to file with the Commission pursuant to
          Section 13 or Section 15(d) of the Securities Exchange Act of 1934;
          or, if the Company is not required to file information, documents or
          reports pursuant to either of such Sections, then it will file with
          the Trustee and the Commission, in accordance with rules and
          regulations prescribed from time to time by the Commission, such of
          the supplementary and periodic information, documents and reports
          which may be required pursuant to Section 13 of the Securities
          Exchange Act of 1934 in respect of a security listed and registered on
          a national securities exchange as may be prescribed from time to time
          in such rules and regulations;

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

               (3) transmit by mail to the Holders of Securities, within 30 days
          after the filing thereof with the Trustee, in the manner and to the
          extent provided in TIA Section 313(c), such summaries of any
          information, documents and reports required to be filed by the Company
          pursuant to clauses (1) and (2) of this Section 703(a) as may be
          required by rules and regulations prescribed from time to time by the
          Commission.

          (b) Delivery of such reports, information and documents to the Trustee
     pursuant to Section 703(a) is for informational purposes only and the
     Trustee's receipt of such shall not constitute constructive notice of any
     information contained therein or


                                       64

<PAGE>

     determinable from information contained therein, including the Company's
     compliance with any of its covenants hereunder (as to which the Trustee is
     entitled to rely exclusively on Officers' Certificates).

     Section 704. Calculation of Original Issue Discount.

     Upon request of the Trustee, the Company shall file with the Trustee
promptly at the end of each calendar year

          (a) a written notice specifying the amount of original issue discount
     (including daily rates and accrual periods), if any, accrued on Outstanding
     Securities as of the end of such year and

          (b) such other specific information relating to such original issue
     discount as may then be relevant under the Internal Revenue Code of 1986,
     as amended from time to time.

                                  ARTICLE VIII

                  CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

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

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

          (a) either the Company shall be the continuing corporation, or the
     corporation (if other than the Company) formed by such consolidation or
     into which the Company is merged or the Person which acquires by conveyance
     or transfer the properties and assets of the Company substantially as an
     entirety shall expressly assume, by an indenture supplemental hereto,
     executed and delivered to the Trustee, in form satisfactory to the Trustee,
     all of the obligations of the Company under this Indenture and on all the
     Securities;

          (b) immediately after giving effect to such transaction, no Default or
     Event of Default shall have occurred and be continuing; and

          (c) the Company and the successor Person have delivered to the Trustee
     an Officers' Certificate and an Opinion of Counsel each stating that such
     consolidation, merger, conveyance or transfer and 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 Person Substituted.

          (a) Upon any consolidation or merger, or any conveyance or transfer of
     the properties and assets of the Company substantially as an entirety in
     accordance with Section 801, the successor corporation formed by such
     consolidation or into which the


                                       65

<PAGE>

     Company is merged or the successor Person to which such conveyance or
     transfer 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 had been named as the Company herein; and in
     the event of any such conveyance or transfer (except by a lease), the
     Company shall be discharged from all its obligations and covenants under
     this Indenture and the Securities and coupons and may be dissolved and
     liquidated.

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

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

     Section 803. Officers' Certificate and Opinion of Counsel.

     Any consolidation, merger, sale, conveyance, assignment, transfer or lease
permitted under Section 801 is also subject to the condition that the Trustee
shall have received an Officers' Certificate and an Opinion of Counsel to the
effect that any such consolidation, merger, sale, conveyance, transfer,
assignment or lease, and the assumption by any successor Person and any such
supplemental indenture, comply with the provisions of this Article and that all
conditions precedent herein provided for relating to such transaction have been
complied with.

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

     Section 901. Supplemental Indentures Without Consent of Holders.

     Without the consent of any Holders of Securities or coupons, the Company
when authorized by or pursuant to 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:


                                       66

<PAGE>

          (a) 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 contained; or

          (b) 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; or

          (c) to add any additional Events of Default for the benefit of the
     Holders of all or any series of Securities (and if such Events of Default
     are to be for the benefit of less than all series of Securities, stating
     that such Events of Default are expressly being included solely for the
     benefit of such series); provided, that, in respect of any such additional
     Events of Default such supplemental indenture may provide for a particular
     period of grace after default (which period may be shorter or longer than
     that allowed in the case of other defaults) or may provide for an immediate
     enforcement upon such default or may limit the remedies available to the
     Trustee upon such default or may limit the right of the Holders of a
     majority in aggregate principal amount of that or those series of
     Securities to which such additional Events of Default apply to waive such
     default; or

          (d) to add to or change any of the provisions of this Indenture to
     provide that Bearer Securities may be registrable as to principal, to
     change or eliminate any restrictions on the payment of principal of or any
     premium or interest on Bearer Securities, to permit Bearer Securities to be
     issued in exchange for Registered Securities, to permit Bearer Securities
     to be issued in exchange for Bearer Securities of other authorized
     denominations or to permit or facilitate the issuance of Securities in
     uncertificated form; provided that any such action shall not adversely
     affect the interests of the Holders of Securities of any series or any
     related coupons in any material respect; or

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

          (f) to secure the Securities pursuant to the requirements of such
     indenture supplement, if applicable; or

          (g) to establish the form or terms of Securities of any series and any
     related coupons as permitted by Sections 201 and 301, including the
     provisions and procedures relating to Securities convertible into or
     exchangeable for any securities of any Person (including the Company); or

          (h) 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


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<PAGE>

     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; or

          (i) to close this indenture with respect to the authentication and
     delivery of additional series of Securities, to cure any ambiguity, to
     correct or supplement any provision herein which may be 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 shall not adversely affect the interests of the Holders of
     Securities of any series or any related coupons in any material respect; or

          (j) to supplement any of the provisions of this Indenture to such
     extent as shall be necessary to permit or facilitate the defeasance and
     discharge of any series of Securities pursuant to Sections 401, 1402 and
     1403; provided that any such action shall not adversely affect the
     interests of the Holders of Securities of such series and any related
     coupons or any other series of Securities in any material respect; or

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

     Section 902. Supplemental Indentures with Consent of Holders.

          (a) With the consent of the Holders of not less than a majority in
     principal amount of all Outstanding Securities affected by such
     supplemental indenture, with each series voting separately, by Act of said
     Holders delivered to the Company and the Trustee, the Company, when
     authorized by or pursuant to 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 which affects such series of Securities or
     of modifying in any manner the rights of the Holders of Securities of such
     series under this Indenture; provided, that, no such supplemental indenture
     shall, without the consent of the Holder of each Outstanding Security of
     such series affected thereby:

               (1) change the Stated Maturity of the principal of (or premium,
          if any, on) or any installment of principal of or interest on, any
          Security, subject to the provisions of Section 308; or reduce the
          principal amount thereof (or premium, if any) or the rate of interest
          (or change the manner of calculation of interest), thereon, or any
          Additional Amounts with respect thereto, or any premium payable upon
          the redemption thereof, or change any obligation of the Company to pay
          Additional Amounts pursuant to Section 1005 (except as contemplated by
          Section 801(a) and permitted by Section 901(a)), or reduce the amount
          of the principal of an Original Issue Discount Security or Indexed
          Security that would be due and payable upon a declaration of
          acceleration of the Maturity thereof pursuant to Section 502 or the
          amount thereof provable in bankruptcy pursuant to Section 504, or
          adversely affect any right of repayment at the option of the Holder of
          any Security, or change any Place of Payment where, or the Currency in
          which, any Security or any premium or interest or Additional Amount
          thereon is payable, or impair the right to institute suit for the
          enforcement of any such payment on or


                                       68

<PAGE>

          after the Stated Maturity thereof (or, in the case of redemption or
          repayment at the option of the Holder, on or after the Redemption Date
          or the Repayment Date, as the case may be), or adversely affect any
          right to convert or exchange any Security as may be provided pursuant
          to Section 301 herein, 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 with respect to such series (of compliance
          with certain provisions of this Indenture or certain defaults
          hereunder and their consequences) provided for in this Indenture, or
          reduce the requirements of Section 1504 for quorum or voting, or

               (3) modify any of the provisions of this Section, Section 514 or
          Section 1007, except to increase any such percentage or to provide
          that certain other provisions of this Indenture that affect such
          series cannot be modified or waived without the consent of the Holder
          of each Outstanding Security affected thereby, or

               (4) cause the Securities to be expressly subordinated to other
          indebtedness of the Company.

          (b) 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.

          (c) 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.

          (d) The Company may, but shall not be obligated to, fix a record date
     for the purpose of determining the Persons entitled to consent to any
     indenture supplemental hereto. If a record date is fixed, the Holders at
     the close of Business on such record date, or their duly designated
     proxies, and only such Persons, shall be entitled to consent to such
     supplemental indenture, whether or not such Holders remain Holders after
     such record date; provided that unless such consent shall have become
     effective by virtue of the requisite percentage having been obtained prior
     to the date which is 90 days after such record date, any such consent
     previously given shall automatically and without further action by any
     Holder be cancelled and of no further effect.

     Section 903. Execution of Supplemental Indentures.

     In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modification thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and shall be fully protected in relying upon (subject to the


                                       69

<PAGE>

provisions of Article VI hereof), 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
and of any coupon appertaining thereto 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 as then in effect.

     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 X

                                    COVENANTS

     Section 1001. Payment of Principal, Premium, if any, and Interest.

     The Company covenants and agrees for the benefit of the Holders of each
series of Securities that it will duly and punctually pay the principal of (and
premium, if any) and interest and Additional Amounts, if any, on the Securities
of that series in accordance with the terms of such series of Securities, any
coupons appertaining thereto and this Indenture. Any interest due on Bearer
Securities on or before Maturity, other than Additional Amounts, if any, payable
as provided in Section 1005 in respect of principal of (or premium, if any, on)
such a Security, shall be payable only upon presentation and surrender of the
several coupons for such interest installments as are evidenced thereby as they
severally mature. Unless otherwise specified with respect to Securities of any
series pursuant to Section 301, at the option of the Company, all payments of
principal may be paid by check to the registered Holder of the Registered
Security or other person entitled thereto against surrender of such Security or
wire transfer to an account in the United States maintained by the Payee.


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     Section 1002. Maintenance of Office or Agency.

          (a) If Securities of a series are issuable only as Registered
     Securities, the Company shall 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, where
     Securities of that series that are convertible or exchangeable may be
     surrendered for conversion or exchange, as applicable, and where notices
     and demands to or upon the Company in respect of the Securities of that
     series and this Indenture may be served. If Securities of a series are
     issuable as Bearer Securities, the Company will maintain:

               (1) in the Borough of Manhattan, The City of New York, an office
          or agency where any Registered Securities of that series may be
          presented or surrendered for payment, where any Registered Securities
          of that series may be surrendered for registration of transfer, where
          Securities of that series may be surrendered for exchange, where
          Securities of that series that are convertible or exchangeable may be
          surrendered for conversion or exchange, as applicable, and where
          notices and demands to or upon the Company in respect of the
          Securities of that series and this Indenture may be served and where
          Bearer Securities of that series and related coupons may be presented
          or surrendered for payment in the circumstances described in the
          clause (2) of this Subsection (and not otherwise),

               (2) subject to any laws or regulations applicable thereto, in a
          Place of Payment for that series which is located outside the United
          States, an office or agency where Securities of that series and
          related coupons may be presented and surrendered for payment;
          provided, that, if the Securities of that series are listed on the
          Luxembourg Stock Exchange or any other stock exchange located outside
          the United States and such stock exchange shall so require, the
          Company will maintain a Paying Agent for the Securities of that series
          in Luxembourg or any other required city located outside the United
          States, as the case may be, so long as the Securities of that series
          are listed on such exchange, and

               (3) subject to any laws or regulations applicable thereto, in a
          Place of Payment for that series located outside the United States an
          office or agency where any Registered Securities of that series may be
          surrendered for registration of transfer, where Securities of that
          series may be surrendered for exchange, where Securities of that
          series that are convertible or exchangeable may be surrendered for
          conversion or exchange, as applicable 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 each such office or agency.

          (b) 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


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<PAGE>

     the Trustee, except that Bearer Securities of that series and the related
     coupons may be presented and surrendered for payment at the offices
     specified in the Security, in London, England, and the Company hereby
     appoints the same as its agent to receive such respective presentations,
     surrenders, notices and demands, and the Company hereby appoints the
     Trustee its agent to receive all such presentations, surrenders, notices
     and demands.

          (c) Unless otherwise specified with respect to any Securities pursuant
     to Section 301, no payment of principal, premium or interest on Bearer
     Securities shall be made at any office or agency of the Company in the
     United States or by check mailed to any address in the United States or by
     transfer to an account maintained with a bank located in the United States;
     provided, that, if the Securities of a series are payable in Dollars,
     payment of principal of (and premium, if any) and interest, if any, on any
     Bearer Security shall be made at the office of the Company's Paying Agent
     in the Borough of Manhattan, The City of New York, if (but only if) payment
     in Dollars of the full amount of such principal, premium or interest, as
     the case may be, at all offices or agencies outside the United States
     maintained for such purpose by the Company in accordance with this
     Indenture, is illegal or effectively precluded by exchange controls or
     other similar restrictions.

          (d) The Company may 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 of such purposes, and may from time
     to time rescind such designations; provided, that, no such designation or
     rescission shall in any manner relieve the Company of its obligation to
     maintain an office or agency in accordance with the requirements set forth
     above 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.
     Unless otherwise specified with respect to any Securities pursuant to
     Section 301 with respect to a series of Securities, the Company hereby
     designates as a Place of Payment for each series of Securities the office
     or agency of the Company in the Borough of Manhattan, The City of New York,
     and initially appoints the Trustee at its Corporate Trust Office as Paying
     Agent in such city and as its agent to receive all such presentations,
     surrenders, notices and demands.

          (e) Unless otherwise specified with respect to any Securities pursuant
     to Section 301, if and so long as the Securities of any series

               (1)  are denominated in a Currency other than Dollars,

               (2)  may be payable in a Currency other than Dollars, or

               (3)  so long as it is required under any other provision of the
                    Indenture,

the Company will maintain with respect to each such series of Securities, or as
so required, at least one Exchange Rate Agent.


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<PAGE>

     Section 1003. Money for Securities Payments to be Held in Trust.

          (a) If the Company or any Subsidiary or any Affiliate of any of them
     shall at any time act as Paying Agent with respect to any series of any
     Securities and any related coupons, it will, on or before each due date of
     the principal of (or premium, if any) or interest, if any, on any of the
     Securities of that series, segregate and hold in trust for the benefit of
     the Persons entitled thereto a sum in the Currency in which the Securities
     of such series are payable (except as otherwise specified pursuant to
     Section 301 for the Securities of such series and except, if applicable, as
     provided in Sections 312(b), 312(d) and 312(e)) sufficient to pay the
     principal (and premium, if any) and interest, if any, on Securities of such
     series 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.

          (b) Whenever the Company shall have one or more Paying Agents for any
     series of Securities and any related coupons, it will, on or before each
     due date of the principal of (or premium, if any) or interest, if any, on
     any Securities of that series, deposit with a Paying Agent a sum (in the
     Currency described in Section 1003(a)) sufficient to pay the principal (or
     premium, if any) or interest, if any, so becoming due, such sum to be held
     in trust for the benefit of the Persons entitled to such principal, premium
     or interest and (unless such Paying Agent is the Trustee) the Company will
     promptly notify the Trustee of its action or failure so to act.

          (c) 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 sums.

          (d) Except as otherwise provided in the Securities of any series, 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 premium, if any)
     or interest, if any, 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 upon 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 of such principal, premium or interest on any
     Security, without interest thereon, 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, 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
     an Authorized Newspaper in each Place of Payment for such series, or mailed
     to each Holder of Registered Securities of such series, notice that such
     money remains unclaimed and that, after a date specified therein, which
     shall not be less than 30 days from the date


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<PAGE>

     of such publication, any unclaimed balance of such money then remaining
     will be repaid to the Company.

     Section 1004. Corporate Existence.

     Subject to Article VIII, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence and material rights and franchises (charter and statutory); provided,
that, neither the Company shall be required to preserve any such right or
franchise if it shall determine that the preservation thereof is no longer
necessary or desirable in the conduct of the business of the Company; and
provided further, however, that the foregoing shall not prohibit a sale,
transfer or conveyance of a Subsidiary or any of its assets in compliance with
the terms of the Indenture.

     Section 1005. Additional Amounts.

          (a) If any Securities of a series provide for the payment of
     Additional Amounts, the Company will pay to the Holder of a Security of
     such series or any coupon appertaining thereto Additional Amounts as may be
     specified as contemplated by Section 301. Whenever in this Indenture there
     is mentioned, in any context, the payment of the principal of (or premium,
     if any) or interest, if any, on any Security of any series or payment of
     any related coupon or the net proceeds received on the sale or exchange of
     any Security of any series, such mention shall be deemed to include mention
     of the payment of Additional Amounts provided by the terms of such series
     established pursuant to Section 301 to the extent that, in such context,
     Additional Amounts are, were or would be payable in respect thereof
     pursuant to such terms and express mention of the payment of Additional
     Amounts (if applicable) in any provisions hereof shall not be construed as
     excluding Additional Amounts in those provisions hereof where such express
     mention is not made.

          (b) Except as otherwise specified as contemplated by Section 301, if
     the Securities of a series provide for the payment of Additional Amounts,
     at least 10 days prior to the first Interest Payment Date with respect to
     that series of Securities (or if the Securities of that series will not
     bear interest prior to Maturity, the first day on which a payment of
     principal and any premium is made), and at least 10 days prior to each date
     of payment of principal, premium or interest if there has been any change
     with respect to the matters set forth in the below-mentioned Officers'
     Certificate, the Company will furnish the Trustee and the Company's
     principal Paying Agent or Paying Agents, if other than the Trustee, with an
     Officers' Certificate instructing the Trustee and such Paying Agent or
     Paying Agents whether such payment of principal, premium or interest on the
     Securities of that series shall be made to Holders of Securities of that
     series or any related coupons who are not United States persons without
     withholding for or on account of any tax, assessment or other governmental
     charge described in the Securities of the series. If any such withholding
     shall be required, then such Officers' Certificate shall specify by country
     the amount, if any, required to be withheld on such payments to such
     Holders of Securities of that series or related coupons and the Company
     will pay to the Trustee or such Paying Agent the Additional Amounts
     required by the terms of such Securities. In the event that the Trustee or
     any Paying Agent, as the case may be, shall not so receive


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<PAGE>

     the above-mentioned certificate, then the Trustee or such Paying Agent
     shall be entitled (1) to assume that no such withholding or deduction is
     required with respect to any payment of principal of (or premium, if any)
     or interest with respect to any Securities of a series or related coupons
     until it shall have received a certificate advising otherwise and (2) to
     make all payments of principal of (or premium, if any) and interest with
     respect to the Securities of a series or related coupons without
     withholding or deductions until otherwise advised. The Company covenants to
     indemnify the Trustee and any Paying Agent for, and to hold them harmless
     against, any loss, liability or expense reasonably incurred without
     negligence or bad faith on their part arising out of or in connection with
     actions taken or omitted by any of them in reliance on any Officers'
     Certificate furnished pursuant to this Section.

     Section 1006. Statement as to Compliance.

     The Company will deliver to the Trustee, within 120 days after the end of
each fiscal year, a brief certificate from the principal executive officer,
principal financial officer or principal accounting officer as to his or her
knowledge of the Company's compliance with all conditions and covenants under
this Indenture and, if the Company is in default, specifying all such defaults
and the nature and status thereof of which he or she may have knowledge. For
purposes of this Section 1006, such compliance shall be determined without
regard to any period of grace or requirement of notice under this Indenture.

     Section 1007. Waiver of Certain Covenants.

     With respect to the Securities of any series, the Company may omit in any
particular instance to comply with any term, provision or condition specified
pursuant to Section 301 as being subject to this Section 1007, if before or
after the time for such compliance the Holders of at least a majority in
principal amount of all Outstanding Securities of such series affected by such
term, provision or condition, by Act of such Holders, 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 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 1008. Statement by Officers as to Default.

     The Company shall deliver to the Trustee, as soon as possible and in any
event within ten days after the Company becomes aware of the occurrence of any
Event of Default or an event which, with notice or the lapse of time or both,
would constitute an Event of Default, an Officers' Certificate setting forth the
details of such Event of Default or default and the action which the Company
proposes to take with respect thereto.


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<PAGE>

                                   ARTICLE XI

                            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 Securities of any series) 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
or pursuant to a Board Resolution. In case of any redemption at the election of
the Company of less than all of the Securities of any series, 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 and of the principal amount of Securities of
such series to be redeemed. In the case of any redemption of Securities prior to
the expiration of any restriction on such redemption provided in the terms of
such Securities or elsewhere in this Indenture, the Company shall furnish the
Trustee with an Officers' Certificate evidencing compliance with such
restriction.

     Section 1103. Selection by Trustee of Securities to be Redeemed.

          (a) If less than all the Securities of any series issued on the same
     day with the same terms are to be redeemed, 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 issued
     on such date with the same terms not previously called for redemption, by
     such method as the Trustee shall deem fair and appropriate and which may
     provide for the selection for redemption of portions (equal to the minimum
     authorized denomination for Securities of that series or any integral
     multiple thereof) of the principal amount of Securities of such series of a
     denomination larger than the minimum authorized denomination for Securities
     of that series.

          (b) The Trustee shall promptly notify the Company and the Security
     Registrar (if other than itself) in writing of the Securities selected for
     redemption and, in the case of any Securities selected for partial
     redemption, the principal amount thereof to be redeemed.

          (c) 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 Security redeemed or to be redeemed only in
     part, to the portion of the principal amount of such Security which has
     been or is to be redeemed.

     Section 1104. Notice of Redemption.

          (a) Notice of redemption shall be given in the manner provided in
     Section 106, not less than 30 days nor more than 60 days prior to the
     Redemption Date, unless a


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<PAGE>

     shorter period is specified by the terms of such series established
     pursuant to Section 301, to each Holder of Securities to be redeemed, but
     failure to give such notice in the manner herein provided to the Holder of
     any Security designated for redemption as a whole or in part, or any defect
     in the notice to any such Holder, shall not affect the validity of the
     proceedings for the redemption of any other such Security or portion
     thereof.

          (b) Any notice that is mailed to the Holders of Registered Securities
     in the manner herein provided shall be conclusively presumed to have been
     duly given, whether or not the Holder receives the notice. All notices of
     redemption shall state:

               (1) the Redemption Date,

               (2) the Redemption Price and the amount of accrued interest, if
          any, to the Redemption Date payable as provided in Section 1106,

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

               (4) in case any Security is to be redeemed in part only, the
          notice which relates to such Security shall state that on and after
          the Redemption Date, upon surrender of such Security, the Holder will
          receive, without a charge, a new Security or Securities of authorized
          denominations for the principal amount thereof remaining unredeemed,

               (5) that on the Redemption Date, the Redemption Price and accrued
          interest, if any, to the Redemption Date payable as provided in
          Section 1106 will become due and payable upon each such Security, or
          the portion thereof, to be redeemed and, if applicable, that interest
          thereon shall cease to accrue on and after said date,

               (6) the Place or Places of Payment where such Securities,
          together in the case of Bearer Securities with all coupons
          appertaining thereto, if any, maturing after the Redemption Date, are
          to be surrendered for payment of the Redemption Price and accrued
          interest, if any,

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

               (8) that, unless otherwise specified in such notice, Bearer
          Securities of any series, if any, surrendered for redemption must be
          accompanied by all coupons maturing subsequent to the Redemption Date
          or the amount of any such missing coupon or coupons will be deducted
          from the Redemption Price, unless security or indemnity satisfactory
          to the Company, the Trustee for such series and any Paying Agent is
          furnished,

               (9) if Bearer Securities of any series are to be redeemed and any
          Registered Securities of such series are not to be redeemed, and if
          such Bearer Securities may be exchanged for Registered Securities not
          subject to redemption


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<PAGE>

          on this Redemption Date pursuant to Section 305 or otherwise, the last
          date, as determined by the Company, on which such exchanges may be
          made, and

               (10) the CUSIP number of such Security, if any.

          (c) Notice of redemption of Securities to be redeemed 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.

     On or 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, which it may not do in the case of a sinking fund payment under Article
XII, segregate and hold in trust as provided in Section 1003) an amount of money
in the Currency in which the Securities of such series are payable (except as
otherwise specified pursuant to Section 301 for the Securities of such series
and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e))
sufficient to pay on the Redemption Date the Redemption Price of, and (unless
otherwise specified pursuant to Section 301) accrued and unpaid interest, if
any, on, all the Securities or portions thereof which are to be redeemed on that
date.

     Section 1106. Securities Payable on Redemption Date.

          (a) Notice of redemption having been given as aforesaid, the
     Securities of any series so to be redeemed shall, on the Redemption Date,
     become due and payable at the Redemption Price therein specified in the
     Currency in which the Securities of such series are payable (except as
     otherwise specified pursuant to Section 301 for the Securities of such
     series and except, if applicable, as provided in Sections 312(b), 312(d)
     and 312(e)) (together with accrued interest, if any, to the Redemption
     Date), and from and after such date (unless the Company shall default in
     the payment of the Redemption Price and accrued interest, if any) such
     Securities shall if the same were interest-bearing cease to bear interest
     and the coupons for such interest appertaining to any Bearer Securities so
     to be redeemed, except to the extent provided below, shall be void. Upon
     surrender of any such Security for redemption in accordance with said
     notice, together with all coupons, if any, appertaining thereto maturing
     after the Redemption Date, such Security shall be paid by the Company at
     the Redemption Price, together with accrued interest, if any, to the
     Redemption Date; provided, that, installments of interest on Bearer
     Securities whose Stated Maturity is on or prior to the Redemption Date
     shall be payable only at an office or agency located outside the United
     States (except as otherwise provided in Section 1002) and, unless otherwise
     specified as contemplated by Section 301, only upon presentation and
     surrender of coupons for such interest; and provided further that
     installments of interest on Registered Securities whose Stated Maturity is
     prior to (or, if specified pursuant to Section 301, on) the Redemption Date
     shall be payable to the Holders of such Securities, or one or more
     Predecessor Securities, registered as such at the close of business on the
     relevant Record Dates according to their terms and the provisions of
     Section 307.


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<PAGE>

          (b) If any Bearer Security surrendered for redemption shall not be
     accompanied by all appurtenant coupons maturing after the Redemption Date,
     such Security may be paid after deducting from the Redemption Price an
     amount equal to the face amount of all such missing coupons, or the
     surrender of such missing coupon or coupons may be waived by the Company
     and the Trustee if there be furnished to them such security or indemnity as
     they may require to save each of them and any Paying Agent harmless. If
     thereafter the Holder of such Security shall surrender to the Trustee or
     any Paying Agent any such missing coupon in respect of which a deduction
     shall have been made from the Redemption Price, such Holder shall be
     entitled to receive the amount so deducted; provided, that, interest
     represented by coupons shall be payable only at an office or agency located
     outside the United States (except as otherwise provided in Section 1002)
     and, unless otherwise specified as contemplated by Section 301, only upon
     presentation and surrender of those coupons.

          (c) If any Security called for redemption shall not be so paid upon
     surrender thereof for redemption, the principal (and premium, if any)
     shall, until paid, bear interest from the Redemption Date at the rate of
     interest set forth in such Security or, in the case of an Original Issue
     Discount Security, at the Yield to Maturity of such Security.

     Section 1107. Securities Redeemed in Part.

     Any Registered Security which is to be redeemed only in part (pursuant to
the provisions of this Article or of Article XII) 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, 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.
However, if less than all the Securities of any series with differing issue
dates, interest rates and stated maturities are to be redeemed, the Company in
its sole discretion shall select the particular Securities to be redeemed and
shall notify the Trustee in writing thereof at least 45 days prior to the
relevant redemption date.

                                  ARTICLE XII

                                  SINKING FUNDS

     Section 1201. Applicability of Article.

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

          (b) The minimum amount of any sinking fund payment provided for by the
     terms of Securities of any series is herein referred to as a "mandatory
     sinking fund payment", and any payment in excess of such minimum amount
     provided for by the


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<PAGE>

     terms of such Securities of any series is herein referred to as an
     "optional sinking fund payment". If provided for by the terms of any
     Securities of any series, the cash amount of any mandatory 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 of
     any series as provided for by the terms of Securities of such series.

     Section 1202. Satisfaction of Sinking Fund Payments with Securities.

     Except as otherwise specifically contemplated by Section 301 for Securities
of such series, the Company may, in satisfaction of all or any part of any
mandatory sinking fund payment with respect to the Securities of a series, (a)
deliver Outstanding Securities of such series (other than any previously called
for redemption) together in the case of any Bearer Securities of such series
with all unmatured coupons appertaining thereto and (b) apply as a credit
Securities of such 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, as provided for by the terms of such Securities; provided that such
Securities so delivered or applied as a credit have not been previously so
credited. Such Securities shall be received and credited for such purpose by the
Trustee at the applicable Redemption Price specified in such Securities for
redemption through operation of the sinking fund and the amount of such
mandatory 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
Securities of any series, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing mandatory sinking fund
payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash in the Currency in
which the Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series and except, if
applicable, as provided in Sections 312(b), 312(d) and 312(e)) and the portion
thereof, if any, which is to be satisfied by delivering and crediting Securities
of that series pursuant to Section 1202, and the optional amount, if any, to be
added in cash to the next ensuing mandatory sinking fund payment, and will also
deliver to the Trustee any Securities to be so delivered and credited. If such
Officers' Certificate shall specify an optional amount to be added in cash to
the next ensuing mandatory sinking fund payment, the Company shall thereupon be
obligated to pay the amount therein specified. Not less than 30 days before each
such sinking fund payment date the Trustee shall select the Securities to be
redeemed upon such sinking fund payment date in the manner specified in Section
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.


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                                  ARTICLE XIII

                       REPAYMENT AT THE OPTION OF HOLDERS

     Section 1301. Applicability of Article.

     Repayment of Securities of any series before their Stated Maturity at the
option of Holders thereof shall be made in accordance with the terms of such
Securities and (except as otherwise specified by the terms of such series
established pursuant to Section 301) in accordance with this Article.

     Section 1302. Repayment of Securities.

     Securities of any series subject to repayment in whole or in part at the
option of the Holders thereof will, unless otherwise provided in the terms of
such Securities, be repaid at the Repayment Price thereof, together with
interest, if any, thereon accrued to the Repayment Date specified in or pursuant
to the terms of such Securities. The Company covenants that on or before the
Repayment Date it will deposit with the Trustee or with a Paying Agent (or, if
the Company or any Subsidiary or any Affiliate of any of them is acting as
Paying Agent, segregate and hold in trust as provided in Section 1003) an amount
of money in the Currency in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 301 for the Securities of
such series and except, if applicable, as provided in Sections 312(b), 312(d)
and 312(e)) sufficient to pay the Repayment Price of, and (unless otherwise
specified pursuant to Section 301) accrued interest on, all the Securities or
portions thereof, as the case may be, to be repaid on such date.

     Section 1303. Exercise of Option.

     Securities of any series subject to repayment at the option of the Holders
thereof will contain an "Option to Elect Repayment" form on the reverse of such
Securities. To be repaid at the option of the Holder, any Security so providing
for such repayment, with the "Option to Elect Repayment" form on the reverse of
such Security duly completed by the Holder (or by the Holder's attorney duly
authorized in writing), must be received by the Company at the Place of Payment
therefor specified in the terms of such Security (or at such other place or
places of which the Company shall from time to time notify the Holders of such
Securities) not earlier than 45 days nor later than 30 days prior to the
Repayment Date. If less than the entire Repayment Price of such Security is to
be repaid in accordance with the terms of such Security, the portion of the
Repayment Price of such Security to be repaid, in increments of the minimum
denomination for Securities of such series, and the denomination or
denominations of the Security or Securities to be issued to the Holder for the
portion of such Security surrendered that is not to be repaid, must be
specified. Any Security providing for repayment at the option of the Holder
thereof may not be repaid in part if, following such repayment, the unpaid
principal amount of such Security would be less than the minimum authorized
denomination of Securities of the series of which such Security to be repaid is
a part. Except as otherwise may be provided by the terms of any Security
providing for repayment at the option of the Holder thereof, exercise of the
repayment option by the Holder shall be irrevocable unless waived by the
Company.


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<PAGE>

     Section 1304. When Securities Presented for Repayment Become Due and
Payable.

          (a) If Securities of any series providing for repayment at the option
     of the Holders thereof shall have been surrendered as provided in this
     Article and as provided by or pursuant to the terms of such Securities,
     such Securities or the portions thereof, as the case may be, to be repaid
     shall become due and payable and shall be paid by the Company on the
     Repayment Date therein specified, and on and after such Repayment Date
     (unless the Company shall default in the payment of such Securities on such
     Repayment Date) such Securities shall, if the same were interest-bearing,
     cease to bear interest and the coupons for such interest appertaining to
     any Bearer Securities so to be repaid, except to the extent provided below,
     shall be void. Upon surrender of any such Security for repayment in
     accordance with such provisions, together with all coupons, if any,
     appertaining thereto maturing after the Repayment Date, the Repayment Price
     of such Security so to be repaid shall be paid by the Company, together
     with accrued interest, if any, to the Repayment Date; provided, that,
     coupons whose Stated Maturity is on or prior to the Repayment Date shall be
     payable only at an office or agency located outside the United States
     (except as otherwise provided in Section 1002) and, unless otherwise
     specified pursuant to Section 301, only upon presentation and surrender of
     such coupons; and provided further that installments of interest on
     Registered Securities, whose Stated Maturity is prior to (or, if specified
     pursuant to Section 301, on) the Repayment Date shall be payable (but
     without interest thereon, unless the Company shall default in the payment
     thereof) 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.

          (b) If any Bearer Security surrendered for repayment shall not be
     accompanied by all appurtenant coupons maturing after the Repayment Date,
     such Security may be paid after deducting from the amount payable therefor
     as provided in Section 1302 an amount equal to the face amount of all such
     missing coupons, or the surrender of such missing coupon or coupons may be
     waived by the Company and the Trustee if there be furnished to them such
     security or indemnity as they may require to save each of them and any
     Paying Agent harmless. If thereafter the Holder of such Security shall
     surrender to the Trustee or any Paying Agent any such missing coupon in
     respect of which a deduction shall have been made as provided in the
     preceding sentence, such Holder shall be entitled to receive the amount so
     deducted; provided, that, interest represented by coupons shall be payable
     only at an office or agency located outside the United States (except as
     otherwise provided in Section 1002) and, unless otherwise specified as
     contemplated by Section 301, only upon presentation and surrender of those
     coupons.

          (c) If any Security surrendered for repayment shall not be so repaid
     upon surrender thereof, the Repayment Price shall, until paid, bear
     interest from the Repayment Date at the rate of interest set forth in such
     Security or, in the case of an Original Issue Discount Security, at the
     Yield to Maturity of such Security.


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     Section 1305. Securities Repaid in Part.

     Upon surrender of any Registered Security which is to be repaid in part
only, the Company shall execute and the Trustee shall authenticate and deliver
to the Holder of such Security, without service charge and at the expense of the
Company, a new Registered Security or Securities of the same series, of any
authorized denomination specified by the Holder, in an aggregate principal
amount equal to and in exchange for the portion of the principal of such
Security so surrendered which is not to be repaid.

                                  ARTICLE XIV

                       DEFEASANCE AND COVENANT DEFEASANCE

     Section 1401. Applicability of Article; Company's Option to Effect
Defeasance or Covenant Defeasance.

     If pursuant to Section 301 provision is made for either or both of (a)
defeasance of the Securities of or within a series under Section 1402 or (b)
covenant defeasance of the Securities of or within a series under Section 1403,
then the provisions of such Section or Sections, as the case may be, together
with the other provisions of this Article (with such modifications thereto as
may be specified pursuant to Section 301 with respect to any Securities), shall
be applicable to such Securities and any coupons appertaining thereto, and the
Company may at its option by Board Resolution, at any time, with respect to such
Securities and any coupons appertaining thereto, elect to have Section 1402 (if
applicable) or Section 1403 (if applicable) be applied to such Outstanding
Securities and any coupons appertaining thereto upon compliance with the
conditions set forth below in this Article.

     Section 1402. Defeasance and Discharge.

          (a) Upon the Company's exercise of the above option applicable to this
     Section with respect to any Securities of or within a series, the Company
     shall each be deemed to have been discharged from its obligations with
     respect to such Outstanding Securities and any coupons appertaining thereto
     on the date the conditions set forth in Section 1404 are satisfied
     (hereinafter, "defeasance"). For this purpose, such defeasance means that
     the Company shall be deemed to have paid and discharged the entire
     indebtedness represented by such Outstanding Securities and any coupons
     appertaining thereto, which shall thereafter be deemed to be "Outstanding"
     only for the purposes of Section 1405 and the other Sections of this
     Indenture referred to in clauses (a) and (b) of this Section 1402, and to
     have satisfied all its other obligations under such Securities and any
     coupons appertaining thereto and this Indenture insofar as such Securities
     and any coupons appertaining thereto are concerned (and the Trustee, at the
     expense of the Company, shall execute proper instruments acknowledging the
     same), except for the following which shall survive until otherwise
     terminated or discharged hereunder:

               (1) the rights of Holders of such Outstanding Securities and any
          coupons appertaining thereto to receive, solely from the trust fund
          described in Section 1404 and as more fully set forth in such Section,
          payments in respect of


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<PAGE>

          the principal of (and premium, if any) and interest, if any, on such
          Securities and any coupons appertaining thereto when such payments are
          due,

               (2) the obligations of the Company with respect to such
          Securities under Sections 304, 305, 306, 1002 and 1003 and with
          respect to the payment of Additional Amounts, if any, on such
          Securities as contemplated by Section 1005 with respect to the rights,
          if any, of the holders of such Securities to require the Company to
          repay such Securities as contemplated by Article XIII and with respect
          to the rights, if any, of holders to convert or exchange such
          Securities into other Securities,

               (3) the rights, powers, trusts, duties and immunities of the
          Trustee hereunder, and

               (4) subject to compliance with this Article XIV, the Company may
          exercise its option under this Section 1402 notwithstanding the prior
          exercise of its option under Section 1403 with respect to such
          Securities and any coupons appertaining thereto.

     Section 1403. Covenant Defeasance.

     Upon the Company's exercise of the above option applicable to this Section
with respect to any Securities of or within a series, the Company shall each be
released from its obligations under any other covenant specified pursuant to
Section 301, with respect to such Outstanding Securities and any coupons
appertaining thereto on and after the date the conditions set forth in Section
1404 are satisfied (hereinafter, "covenant defeasance"), and such Securities and
any coupons appertaining thereto shall thereafter be deemed to not be
"Outstanding" for the purposes of any direction, waiver, consent or declaration
or Act of Holders (and the consequences of any thereof) in connection with any
applicable covenant, or such other covenant, but shall continue to be deemed
"Outstanding" for all other purposes hereunder. For this purpose, such covenant
defeasance means that, with respect to such Outstanding Securities and any
coupons appertaining thereto, 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 Section or such other covenant, whether directly or indirectly, by reason
of any reference elsewhere herein to any such Section or such other covenant or
by reason of reference in any such Section or such other covenant to any other
provision herein or in any other document and such omission to comply shall not
constitute a Default or an Event of Default under clauses (4) or (7) of Section
501(a) or otherwise except as specified in accordance with Section 301, as the
case may be, but, except as specified above, the remainder of this Indenture and
such Securities and any coupons appertaining thereto shall be unaffected
thereby.

     Section 1404. Conditions to Defeasance or Covenant Defeasance.

     The following shall be the conditions to application of Section 1402 or
Section 1403 to any Outstanding Securities of or within a series and any coupons
appertaining thereto:

          (a) The Company shall irrevocably have deposited or caused to be
     deposited with the Trustee (or another trustee satisfying the requirements
     of Section 607 who shall


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<PAGE>

     agree to comply with the provisions of this Article XIV 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 and any coupons appertaining thereto, (1)
     an amount (in such Currency in which such Securities and any coupons
     appertaining thereto are then specified as payable at Stated Maturity), or
     (2) Government Obligations applicable to such Securities and coupons
     appertaining thereto (determined on the basis of the Currency in which such
     Securities and coupons appertaining thereto are then specified as payable
     at Stated Maturity) which through the scheduled payment of principal and
     interest in respect thereof in accordance with their terms will provide,
     not later than one day before the due date of any payment of principal of
     (and premium, if any) and interest, if any, on such Securities and any
     coupons appertaining thereto, money in an amount, or (3) a combination
     thereof in an amount, sufficient, in the opinion of a nationally recognized
     firm of independent public accountants or nationally recognized independent
     investment banking firm expressed in a written certification thereof
     delivered to the Trustee, to pay and discharge, and which shall be applied
     by the Trustee (or other qualifying trustee) to pay and discharge, (i) the
     principal of (and premium, if any) and interest, if any, on such
     Outstanding Securities and any coupons appertaining thereto on the Stated
     Maturity of such principal or installment of principal or interest and (ii)
     any mandatory sinking fund payments or analogous payments applicable to
     such Outstanding Securities and any coupons appertaining thereto on the day
     on which such payments are due and payable in accordance with the terms of
     this Indenture and of such Securities and any coupons appertaining thereto.

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

          (c) No Default or Event of Default with respect to such Securities and
     any coupons appertaining thereto shall have occurred and be continuing on
     the date of such deposit or, insofar as clauses (5) and (6) of Section
     501(a) are concerned, at any time during the period ending on the 91st day
     after the date of such deposit (it being understood that this condition
     shall not be deemed satisfied until the expiration of such period).

          (d) In the case of an election under Section 1402, the Company shall
     have delivered to the Trustee an Opinion of Counsel stating that (1) the
     Company has received from, or there has been published by, the Internal
     Revenue Service a ruling, or (2) since the date of execution of this
     Indenture, there has been a change in the applicable Federal income tax
     law, in either case to the effect that, and based thereon such opinion
     shall confirm that, the Holders of such Outstanding Securities and any
     coupons appertaining thereto will not recognize income, gain or loss for
     Federal income tax purposes as a result of such defeasance and will be
     subject to Federal income tax on the same amounts, in the same manner and
     at the same times as would have been the case if such defeasance had not
     occurred.

          (e) In the case of an election under Section 1403, the Company shall
     have delivered to the Trustee an Opinion of Counsel to the effect that the
     Holders of such


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<PAGE>

     Outstanding Securities and any coupons appertaining thereto will not
     recognize income, gain or loss for Federal income tax purposes as a result
     of such covenant defeasance and will be subject to Federal income tax on
     the same amounts, in the same manner and at the same times as would have
     been the case if such covenant defeasance had not occurred.

          (f) The Company shall have delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel, each stating that all conditions
     precedent to the defeasance under Section 1402 or the covenant defeasance
     under Section 1403 (as the case may be) have been complied with and an
     Opinion of Counsel to the effect that either (i) as a result of a deposit
     pursuant to subsection (a) above and the related exercise of the Company's
     option under Section 1402 or Section 1403 (as the case may be),
     registration is not required under the Investment Company Act of 1940, as
     amended, by the Company, with respect to the trust funds representing such
     deposit or by the trustee for such trust funds or (ii) all necessary
     registrations under said Act have been effected.

          (g) Notwithstanding any other provisions of this Section, such
     defeasance or covenant defeasance shall be effected in compliance with any
     additional or substitute terms, conditions or limitations which may be
     imposed on the Company in connection therewith pursuant to Section 301.

     Section 1405. Deposited Money and Government Obligations to Be Held in
Trust; Other Miscellaneous Provisions.

          (a) Subject to the provisions of Section 1003(d), all money and
     Government Obligations (or other property as may be provided pursuant to
     Section 301) (including the proceeds thereof) deposited with the Trustee
     (or other qualifying trustee, collectively for purposes of this Section
     1405, the "Trustee") pursuant to Section 1404 in respect of any Outstanding
     Securities of any series and any coupons appertaining thereto shall be held
     in trust and applied by the Trustee, in accordance with the provisions of
     such Securities and any coupons appertaining thereto and this Indenture, to
     the payment, either directly or through any Paying Agent (including the
     Company acting as its own Paying Agent) as the Trustee may determine, to
     the Holders of such Securities and any coupons appertaining thereto of all
     sums due and to become due thereon in respect of principal (and premium, if
     any) and interest, if any, but such money need not be segregated from other
     funds except to the extent required by law.

          (b) Unless otherwise specified with respect to any Security pursuant
     to Section 301, if, after a deposit referred to in Section 1404(a) has been
     made, (1) the Holder of a Security in respect of which such deposit was
     made is entitled to, and does, elect pursuant to Section 312(b) or the
     terms of such Security to receive payment in a Currency other than that in
     which the deposit pursuant to Section 1404(a) has been made in respect of
     such Security, or (2) a Conversion Event occurs as contemplated in Section
     312(d) or 312(e) or by the terms of any Security in respect of which the
     deposit pursuant to Section 1404(a) has been made, the indebtedness
     represented by such Security and any coupons appertaining thereto shall be
     deemed to have been, and will be, fully discharged and satisfied through
     the payment of the principal of (and premium, if any) and interest, if any,
     on such Security as the same becomes due out of the proceeds yielded by


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<PAGE>

     converting (from time to time as specified below in the case of any such
     election) the amount or other property deposited in respect of such
     Security into the Currency in which such Security becomes payable as a
     result of such election or Conversion Event based on the applicable Market
     Exchange Rate for such Currency in effect on the second Business Day prior
     to each payment date, except, with respect to a Conversion Event, for such
     Currency in effect (as nearly as feasible) at the time of the Conversion
     Event.

          (c) The Company shall pay and indemnify the Trustee against any tax,
     fee or other charge imposed on or assessed against the Government
     Obligations deposited pursuant to Section 1404 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 such Outstanding
     Securities and any coupons appertaining thereto.

          (d) Anything in this Article XIV to the contrary notwithstanding, the
     Trustee shall deliver or pay to the Company from time to time upon Company
     Request any money or Government Obligations (or other property and any
     proceeds therefrom) held by it as provided in Section 1404 which, 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 the amount thereof which would then be required to be
     deposited to effect a defeasance or covenant defeasance, as applicable, in
     accordance with this Article.

     Section 1406. Reinstatement.

     If the Trustee or any Paying Agent is unable to apply any money in
accordance with Section 1405 by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and such
Securities and any related coupons shall be revived and reinstated as though no
deposit had occurred pursuant to Section 1402 or 1403, as the case may be, until
such time as the Trustee or Paying Agent is permitted to apply all such money in
accordance with Section 1405; provided, that if the Company makes any payment of
principal of (or premium, if any) or interest, if any, on any such Security or
any related coupon following the reinstatement of its obligations, the Company
shall be subrogated to the rights of the Holders of such Securities and any
related coupons to receive such payment from the money held by the Trustee or
Paying Agent.

                                   ARTICLE XV

                        MEETINGS OF HOLDERS OF SECURITIES

     Section 1501. Purposes for Which Meetings May Be Called.

     If Securities of a series are issuable as Bearer Securities, a meeting of
Holders of Securities of such series may be called at any time and from time to
time pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be made, given or taken by Holders of Securities of such
series.


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<PAGE>

     Section 1502. Call, Notice and Place of Meetings.

          (a) The Trustee may at any time call a meeting of Holders of
     Securities of any series for any purpose specified in Section 1501, to be
     held at such time and at such place in the Borough of Manhattan, The City
     of New York or in London as the Trustee shall determine. Notice of every
     meeting of Holders of Securities of any series, setting forth the time and
     the place of such meeting and in general terms the action proposed to be
     taken at such meeting, shall be given, in the manner provided in Section
     106, not less than 21 nor more than 180 days prior to the date fixed for
     the meeting.

          (b) In case at any time the Company, pursuant to a Board Resolution,
     or the Holders of at least 10% in principal amount of the Outstanding
     Securities of any series shall have requested the Trustee to call a meeting
     of the Holders of Securities of such series for any purpose specified in
     Section 1501, by written request setting forth in reasonable detail the
     action proposed to be taken at the meeting, and the Trustee shall not have
     made the first publication of the notice of such meeting within 21 days
     after receipt of such request or shall not thereafter proceed to cause the
     meeting to be held as provided herein, then the Company or the Holders of
     Securities of such series in the amount above specified, as the case may
     be, may determine the time and the place in the Borough of Manhattan, The
     City of New York or in London for such meeting and may call such meeting
     for such purposes by giving notice thereof as provided in Subsection (a) of
     this Section.

     Section 1503. Persons Entitled to Vote at Meetings.

     To be entitled to vote at any meeting of Holders of Securities of any
series, a Person shall be (a) a Holder of one or more Outstanding Securities of
such series, or (b) a Person appointed by an instrument in writing as proxy for
a Holder or Holders of one or more Outstanding Securities of such series by such
Holder or Holders. The only Persons who shall be entitled to be present or to
speak at any meeting of Holders of Securities of any series shall be the Persons
entitled to vote at such meeting and their counsel, any representatives of the
Trustee and its counsel and any representatives of the Company and its counsel.

     Section 1504. Quorum; Action.

          (a) The Persons entitled to vote a majority in principal amount of the
     Outstanding Securities of a series shall constitute a quorum for a meeting
     of Holders of Securities of such series; provided, that if any action is to
     be taken at such meeting with respect to a consent or waiver which this
     Indenture expressly provides may be given by the Holders of not less than a
     specified percentage in principal amount of the Outstanding Securities of a
     series, the Persons entitled to vote such specified percentage in principal
     amount of the Outstanding Securities of such series shall constitute a
     quorum. In the absence of a quorum within 30 minutes of the time appointed
     for any such meeting, the meeting shall, if convened at the request of
     Holders of Securities of such series, be dissolved. In any other case the
     meeting may be adjourned for a period of not less than 10 days as
     determined by the chairman of the meeting prior to the adjournment of such
     meeting. In the absence of a quorum at any such adjourned meeting, such
     adjourned


                                       88

<PAGE>

     meeting may be further adjourned for a period of not less than 10 days as
     determined by the chairman of the meeting prior to the adjournment of such
     adjourned meeting. Notice of the reconvening of any adjourned meeting shall
     be given as provided in Section 1502(a), except that such notice need be
     given only once not less than five days prior to the date on which the
     meeting is scheduled to be reconvened. Notice of the reconvening of any
     adjourned meeting shall state expressly the percentage, as provided above,
     of the principal amount of the Outstanding Securities of such series which
     shall constitute a quorum.

          (b) Subject to the foregoing, at the reconvening of any meeting
     adjourned for lack of a quorum the Persons entitled to vote 25% in
     principal amount of the Outstanding Securities at the time shall constitute
     a quorum for the taking of any action set forth in the notice of the
     original meeting.

          (c) Except as limited by the proviso to Section 902, any resolution
     presented to a meeting or adjourned meeting duly reconvened at which a
     quorum is present as aforesaid may be adopted by the affirmative vote of
     the Holders of not less than a majority in principal amount of the
     Outstanding Securities of that series; provided, that except as limited by
     the proviso to Section 902, any resolution with respect to any request,
     demand, authorization, direction, notice, consent, waiver or other action
     which this Indenture expressly provides may be made, given or taken by the
     Holders of a specified percentage, which is less than a majority, in
     principal amount of the Outstanding Securities of a series may be adopted
     at a meeting or an adjourned meeting duly reconvened and at which a quorum
     is present as aforesaid by the affirmative vote of the Holders of not less
     than such specified percentage in principal amount of the Outstanding
     Securities of that series.

          (d) Any resolution passed or decision taken at any meeting of Holders
     of Securities of any series duly held in accordance with this Section shall
     be binding on all the Holders of Securities of such series and the related
     coupons, whether or not present or represented at the meeting.

          (e) Notwithstanding the foregoing provisions of this Section 1504, if
     any action is to be taken at a meeting of Holders of Securities of any
     series with respect to any request, demand, authorization, direction,
     notice, consent, waiver or other action that this Indenture expressly
     provides may be made, given or taken by the Holders of a specified
     percentage in principal amount of all Outstanding Securities affected
     thereby, or of the Holders of such series and one or more additional
     series:

               (1) there shall be no minimum quorum requirement for such
          meeting; and

               (2) the principal amount of the Outstanding Securities of such
          series that vote in favor of such request, demand, authorization,
          direction, notice, consent, waiver or other action shall be taken into
          account in determining whether such request, demand, authorization,
          direction, notice, consent, waiver or other action has been made,
          given or taken under this Indenture.


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<PAGE>

     Section 1505. Determination of Voting Rights; Conduct and Adjournment of
Meetings.

          (a) Notwithstanding any provisions of this Indenture, the Company may
     make such reasonable regulations as it may deem advisable for any meeting
     of Holders of Securities of a series in regard to proof of the holding of
     Securities of such series and of the appointment of proxies and in regard
     to the appointment and duties of inspectors of votes, the submission and
     examination of proxies, certificates and other evidence of the right to
     vote, and such other matters concerning the conduct of the meeting as it
     shall deem appropriate. Except as otherwise permitted or required by any
     such regulations, the holding of Securities shall be proved in the manner
     specified in Section 104 and the appointment of any proxy shall be proved
     in the manner specified in Section 104 or by having the signature of the
     Person executing the proxy witnessed or guaranteed by any trust company,
     bank or banker authorized by Section 104 to certify to the holding of
     Bearer Securities. Such regulations may provide that written instruments
     appointing proxies, regular on their face, may be presumed valid and
     genuine without the proof specified in Section 104 or other proof.

          (b) The Company shall, by an instrument in writing appoint a temporary
     chairman of the meeting, unless the meeting shall have been called by
     Holders of Securities as provided in Section 1502(b), in which case the
     Holders of Securities of the series calling the meeting shall in like
     manner appoint a temporary chairman. A permanent chairman and a permanent
     secretary of the meeting shall be elected by vote of the Persons entitled
     to vote a majority in principal amount of the Outstanding Securities of
     such series represented at the meeting.

          (c) At any meeting each Holder of a Security of such series or proxy
     shall be entitled to one vote for each $1,000 principal amount of the
     Outstanding Securities of such series held or represented by him; provided,
     that, no vote shall be cast or counted at any meeting in respect of any
     Security challenged as not Outstanding and ruled by the chairman of the
     meeting to be not Outstanding. The chairman of the meeting shall have no
     right to vote, except as a Holder of a Security of such series or proxy.

          (d) Any meeting of Holders of Securities of any series duly called
     pursuant to Section 1502 at which a quorum is present may be adjourned from
     time to time by Persons entitled to vote a majority in principal amount of
     the Outstanding Securities of such series represented at the meeting, and
     the meeting may be held as so adjourned without further notice.

     Section 1506. Counting Votes and Recording Action of Meetings.

     The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record, at


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<PAGE>

least in duplicate, of the proceedings of each meeting of Holders of Securities
of any series shall be prepared by the secretary of the meeting and there shall
be attached to said record the original reports of the inspectors of votes on
any vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the fact, setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 1502(a) and, if
applicable, Section 1504. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company and another to the Trustee to be
preserved by the Trustee, the former to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

     This Indenture 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 Indenture.


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<PAGE>

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

                                        MOLINA HEALTHCARE, INC.


                                        By: /s/ John C. Molina
                                            ------------------------------------
                                        Name:  John C. Molina
                                        Title: Chief Financial Officer


                                        U.S. BANK NATIONAL ASSOCIATION,
                                        as Trustee


                                        By: /s/ Claude Acoba
                                            ------------------------------------
                                        Name:  Claude Acoba
                                        Title: Assistant Vice President

                           Signature Page to Indenture

<PAGE>

                                    EXHIBIT A

                              FORMS OF CERTIFICATES


                                       A-1

<PAGE>

                                   EXHIBIT A-1

               FORM OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED
                TO RECEIVE BEARER SECURITY OR TO OBTAIN INTEREST
                       PAYABLE PRIOR TO THE EXCHANGE DATE

                                   CERTIFICATE
     [Insert title or sufficient description of Securities to be delivered]

     This is to certify that, as of the date hereof, and except as set forth
below, the above-captioned Securities held by you for our account (i) are owned
by person(s) that are not citizens or residents of the United States, domestic
partnerships, domestic corporations or any estate the income of which is subject
to United States federal income taxation regardless of its source or a trust
whose administration is subject to the primary supervision of a United States
court and which has one or more United States persons who have the authority to
control all of its decisions ("United States person(s)"), (ii) are owned by
United States person(s) that are (a) foreign branches of United States financial
institutions (financial institutions, as defined in United States Treasury
Regulations Section 1.165-12(c)(1)(v) are herein referred to as "financial
institutions") purchasing for their own account or for resale, or (b) United
States person(s) who acquired the Securities through foreign branches of United
States financial institutions and who hold the Securities through such United
States financial institutions on the date hereof (and in either case (a) or (b),
each such United States financial institution hereby agrees, on its own behalf
or through its agent, that you may advise Molina Healthcare, Inc. or its agent
that such financial institution will comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the United States Internal Revenue Code of 1986, as
amended, and the regulations thereunder), or (iii) are owned by United States or
foreign financial institution(s) for purposes of resale during the restricted
period (as defined in United States Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7)), and, in addition, if the owner is a United States or
foreign financial institution described in clause (iii) above (whether or not
also described in clause (i) or (ii)), this is to further certify that such
financial institution has not acquired the Securities for purposes of resale
directly or indirectly to a United States person or to a person within the
United States or its possessions.

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

     We undertake to advise you promptly by tested telex on or prior to the date
on which you intend to submit your certification relating to the above-captioned
Securities held by you for our account in accordance with your Operating
Procedures if any applicable statement herein is not correct on such date, and
in the absence of any such notification it may be assumed that this
certification applies as of such date.

     This certificate excepts and does not relate to [U.S.$]_______________ of
such interest in the above-captioned Securities in respect of which we are not
able to certify and as to which we understand an exchange for an interest in a
Permanent Global Security or an exchange for and


                                      A-1-1

<PAGE>

delivery of definitive Securities (or, if relevant, collection of any interest)
cannot be made until we do so certify.

     We understand that this certificate may be required in connection with
certain tax legislation in the United States. If administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.

Dated:
       ------------------------------
[To be dated no earlier than the
15th day prior to (i) the Exchange
Date or (ii) the relevant Interest
Payment Date occurring prior to
the Exchange Date, as applicable]
[Name of Person Making Certification]


                                        By:
                                            ------------------------------------
                                            (Authorized Signatory)
                                        Name:
                                        Title:


                                      A-1-2

<PAGE>

                                   EXHIBIT A-2

                FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR AND
           CLEARSTREAM BANKING SOCIETE ANONYME IN CONNECTION WITH THE
        EXCHANGE OF A PORTION OF A TEMPORARY GLOBAL SECURITY OR TO OBTAIN
                   INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE

                                   CERTIFICATE
     [Insert title or sufficient description of Securities to be delivered]

     This is to certify that, based solely on written certifications that we
have received in writing, by tested telex or by electronic transmission from
each of the persons appearing in our records as persons entitled to a portion of
the principal amount set forth below (our "Member Organizations") substantially
in the form attached hereto, as of the date hereof, [U.S.$]__________ principal
amount of the above-captioned Securities (i) is owned by person(s) that are not
citizens or residents of the United States, domestic partnerships, domestic
corporations or any estate the income of which is subject to United States
Federal income taxation regardless of its source or a trust whose administration
is subject to the primary supervision of a United States court and which has one
or more United States persons who have the authority to control all of its
decisions ("United States person(s)"), (ii) is owned by United States person(s)
that are (a) foreign branches of United States financial institutions (financial
institutions, as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v)
are herein referred to as "financial institutions") purchasing for their own
account or for resale, or (b) United States person(s) who acquired the
Securities through foreign branches of United States financial institutions and
who hold the Securities through such United States financial institutions on the
date hereof (and in either case (a) or (b), each such financial institution has
agreed, on its own behalf or through its agent, that we may advise Molina
Healthcare, Inc. or its agent that such financial institution will comply with
the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue
Code of 1986, as amended, and the regulations thereunder), or (iii) is owned by
United States or foreign financial institution(s) for purposes of resale during
the restricted period (as defined in United States Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7)), and, to the further effect, that financial institutions
described in clause (iii) above (whether or not also described in clause (i) or
(ii)) have certified that they have not acquired the Securities for purposes of
resale directly or indirectly to a United States person or to a person within
the United States or its possessions.

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

     We further certify that (i) we are not making available herewith for
exchange (or, if relevant, collection of any interest) any portion of the
temporary global Security representing the above-captioned Securities excepted
in the above-referenced certificates of Member Organizations and (ii) as of the
date hereof we have not received any notification from any of our Member
Organizations to the effect that the statements made by such Member
Organizations with respect to any portion of the part submitted herewith for
exchange (or, if relevant, collection of any interest) are no longer true and
cannot be relied upon as of the date hereof.


                                      A-2-1

<PAGE>

We understand that this certification is required in connection with certain tax
legislation in the United States. If administrative or legal proceedings are
commenced or threatened in connection with which this certificate is or would be
relevant, we irrevocably authorize you to produce this certificate or a copy

thereof to any interested party in such proceedings.

Dated:
       -----------------------------
[To be dated no earlier than
the Exchange Date or the
relevant Interest Payment
Date occurring prior to the
Exchange Date, as applicable]

                                        [Morgan Guaranty Trust Company of New
                                        York, Brussels Office,] as Operator of
                                        the Euroclear System
                                        [Clearstream Banking societe anonyme]


                                        By:
                                            ------------------------------------


                                      A-2-2